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  4. [Form 4] Comtech Telecommunications Insider Trading Activity

Comtech CFO increases stake via RSU conversion; 125,807 shares now held

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Form 4 discloses that Comtech Telecommunications (CMTL) CFO Michael Bondi had 1,810 previously granted restricted stock units vest on 08/04/2025 (Code M). These units converted one-for-one into common shares. To cover related federal and state withholding taxes, 925 shares were automatically surrendered to the company at $2.05 per share (Code F).

The net result is a +885-share increase in Bondi’s direct ownership, raising his common-stock stake from 124,922 to 125,807 shares. He also retains 81,141 unvested RSUs that could convert into additional shares in future periods.

No open-market purchases or sales occurred; activity reflects routine equity-award vesting and tax withholding. The filing does not contain financial performance data or forward-looking commentary, and it has limited standalone impact on CMTL’s valuation.

Positive

  • CFO’s direct ownership rises by 885 shares, marginally increasing management’s equity alignment with shareholders.

Negative

  • None.

Insights

TL;DR: Routine RSU vesting; CFO net +885 shares, no open-market buy/sell—neutral signal.

The Code M conversion followed by Code F tax withholding is standard for equity-based compensation. Net share accretion is small relative to CMTL’s 27 mn share float and does not imply directional conviction. Remaining 81 k RSUs keep Bondi economically aligned with shareholders but also add potential future dilution. Overall, filing is informational rather than market-moving.

TL;DR: Filing confirms compliance with Section 16; no governance red flags.

Timely reporting (within two business days) indicates sound internal controls. Shares withheld for taxes suggest no cash outlay by the executive, and absence of 10b5-1 designation implies discretionary vesting rather than scheduled selling. Event does not alter board independence or insider ownership structure meaningfully.

Insider BONDI MICHAEL
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 1,810 $0.00 --
Exercise Common Stock Par Value $.10 Per Share 1,810 $0.00 --
Tax Withholding Common Stock Par Value $.10 Per Share 925 $2.05 $2K
Holdings After Transaction: Restricted Stock Units — 81,141 shares (Direct); Common Stock Par Value $.10 Per Share — 126,732 shares (Direct)
Footnotes (1)
  1. Restricted stock units convert into common stock on a one-for-one basis. The 925 reflected on this table represents the shares withheld to pay the Reporting Person's federal, state, and Federal Insurance Contributions Act ("FICA") tax. This transaction represents the vesting of 1,810 of the 9,050 restricted stock units issued to the Reporting Person on August 4, 2020.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
BONDI MICHAEL
(Last) (First) (Middle)
305 N 54TH STREET
(Street)
CHANDLER AZ 85226
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COMTECH TELECOMMUNICATIONS CORP /DE/ [ CMTL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/04/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock Par Value $.10 Per Share 08/04/2025 M 1,810 A (1) 126,732 D
Common Stock Par Value $.10 Per Share 08/04/2025 F(2) 925 D $2.05 125,807 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 08/04/2025 M 1,810 (3) (3) Common Stock Par Value $.10 Per Share 1,810 $0 81,141 D
Explanation of Responses:
1. Restricted stock units convert into common stock on a one-for-one basis.
2. The 925 reflected on this table represents the shares withheld to pay the Reporting Person's federal, state, and Federal Insurance Contributions Act ("FICA") tax.
3. This transaction represents the vesting of 1,810 of the 9,050 restricted stock units issued to the Reporting Person on August 4, 2020.
Remarks:
/s/ Michael C. Shay, Attorney-in-Fact for Michael Bondi 08/05/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

How many Comtech (CMTL) shares did CFO Michael Bondi acquire?

He received 1,810 shares upon RSU vesting, then netted +885 after tax withholding.

What was the purpose of the 925 shares reported as disposed?

They were withheld at $2.05 each to cover federal, state and FICA taxes on the RSU vesting.

How many Comtech shares does the CFO now hold?

Post-transaction, Bondi owns 125,807 common shares directly.

How many restricted stock units remain unvested for the CFO?

He retains 81,141 RSUs that may convert into common stock in future periods.

Did the filing indicate any open-market buying or selling?

No. Transactions were limited to RSU conversion and tax withholding; no open-market trades occurred.