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FREQUENCY ELECTRONICS, INC. (FEIM) calls its 2026 annual stockholders’ meeting for October 7, 2026 at its Mitchel Field, NY offices. Holders of 11,177,530 shares of common stock as of August 14, 2026 may vote on three proposals: electing five directors, ratifying Grant Thornton LLP as independent auditor for the year ending April 30, 2027, and a non-binding advisory vote on named executive officer compensation.
The Board comprises five members, four of whom are Nasdaq‑defined independent directors, with deep aerospace/defense, government and financial experience. Major holders include Edenbrook Capital at 11.1% and Driehaus Capital Management at 6.3%; directors and officers as a group hold 17.3%. On August 5, 2026 the company and two Edenbrook funds completed an underwritten offering of 2,000,000 shares at $57.50 per share, including 1,347,826 primary shares and 652,174 secondary shares, with approximately $37.5 million of gross proceeds to the selling stockholders.
Executive pay mixes salary, annual bonuses and significant RSU/PSU grants tied to bookings, revenue and operating income, plus deferred compensation benefits of $85,000 annually for the CEO and Senior VP, and $40,000 for the CFO upon retirement or qualifying termination. For 2026, reported total pay was $3.26 million for CEO Thomas McClelland, $0.40 million for SVP Oleandro Mancini, and $2.03 million for CFO Steven Bernstein. The filing discloses “compensation actually paid” versus performance, showing cumulative total shareholder return of $269.68 on a $100 investment over three years, alongside a 2026 net loss of $0.9 million, which the company attributes to deliberate engineering and manufacturing investments.
Driehaus Capital Management LLC reports beneficial ownership of common stock of Frequency Electronics, Inc. as of June 30, 2026. Driehaus reports beneficial ownership of 706,207 shares of common stock, representing 7.18% of the class.
Driehaus has shared voting power and shared dispositive power over all 706,207 shares, with no sole voting or dispositive power. The shares are held in numerous client accounts managed by Driehaus on a fully discretionary basis, and to its knowledge no single client has an interest exceeding 5% of the class.
Frequency Electronics, Inc. reports that underwriters fully exercised their 30‑day option to purchase 260,869 additional shares of common stock granted in connection with a recent underwritten offering. This option relates to a broader transaction in which the company sold 1,086,957 shares and selling stockholders sold 652,174 shares.
The option was exercised on August 3, 2026 and the shares were purchased on August 5, 2026, generating approximately $14.1 million in gross proceeds to the company before underwriting discounts, commissions and offering expenses. Frequency Electronics plans to use the net proceeds to fund additional growth opportunities, including capital expenditures, working capital and other general corporate purposes. The option shares were issued under an effective registration statement on Form S‑3 with related prospectus supplements.
Frequency Electronics Inc. CFO Steven Lawrence Bernstein reported a tax-withholding disposition of 9,022 shares of common stock on July 31, 2026, at $57.97 per share, as shares were withheld by the company to cover tax obligations upon vesting of previously granted equity awards. After this withholding, he directly beneficially owned 114,570 shares as of August 4, 2026.
Edenbrook Capital, LLC, Edenbrook Long Only Value Fund, LP and Jonathan Brolin report beneficial ownership of 1,242,941 Frequency Electronics, Inc. common shares, representing 11.33% of the 10,957,034 shares of Common Stock used to calculate ownership percentages, including 21,305 RSUs held by Brolin.
On July 28, 2026, Edenbrook Value Fund, LP and the Fund, as selling stockholders, entered into an underwriting agreement with Morgan Stanley & Co. LLC for the sale of 97,826 and 554,348 shares of Common Stock, respectively, at $57.50 per share. The offering closed on July 30, 2026, and Edenbrook agreed to a 60-day lock-up on additional disposals, while remaining a significant shareholder with Brolin continuing to serve as a director.
Entities linked to Edenbrook Capital, LLC reported selling 652,174 shares of Frequency Electronics common stock on July 28, 2026 at $57.50 per share in sales described as open-market or private transactions, through the accounts of Edenbrook Value Fund, LP and Edenbrook Long Only Value Fund, LP.
Jonathan Brolin may be deemed a beneficial owner through his role at Edenbrook Capital but disclaims beneficial ownership beyond his pecuniary interest. He holds 21,305 restricted stock units from a 26,808-unit grant dated October 31, 2023; 7,901 shares have vested, and 2,805 and 2,698 shares were withheld for taxes at the 2024 and 2025 vesting events.
Frequency Electronics, Inc. completed an underwritten offering of 1,739,131 shares of common stock on July 30, 2026. The company sold 1,086,957 new shares and selling stockholders sold 652,174 shares at an offering price of $57.50 per share.
The transaction generated gross proceeds of approximately $62.5 million for the company before underwriting discounts, commissions and expenses. Under an Underwriting Agreement, the underwriters also hold a 30-day option to purchase up to 260,869 additional shares from the company, with all shares registered under a registration statement on Form S-3.
Frequency Electronics, Inc. is conducting a mixed primary and secondary offering of 1,739,131 shares of common stock at $57.50 per share. The company is issuing 1,086,957 shares, while Edenbrook Value Fund, LP and Edenbrook Long Only Value Fund, LP are selling 652,174 shares they currently hold.
The company expects gross proceeds of $58.75 million (or $72.85 million if underwriters exercise a 260,869‑share option in full) and net proceeds of approximately $58.2 million (or $72.3 million with full option exercise) after estimated expenses. Net proceeds are intended for growth initiatives, including capital expenditures, working capital and other general corporate purposes. Frequency will not receive proceeds from shares sold by the selling stockholders.
Shares outstanding were 9,868,867 as of April 30, 2026 and are expected to increase to 10,955,824, or 11,216,693 if the underwriters’ option is fully exercised. The offering implies underwriting discounts of $3.45 per share and raises cash from $1.6 million to about $59.8 million on an as‑adjusted basis, with total stockholders’ equity rising to $114.6 million.
Frequency Electronics, Inc. plans a mixed primary and secondary offering of up to $100,000,000 of common stock. The company will sell $62,500,000 of common stock, while Edenbrook Value Fund, LP and Edenbrook Long Only Value Fund, LP, affiliates of a board member, will resell $37,500,000 of existing shares; the company will not receive proceeds from the selling stockholders’ sales.
The company has granted underwriters a 30‑day option to buy up to an additional $15,000,000 of common stock from the company. Based on an assumed price of $70.64 per share (the July 27, 2026 Nasdaq closing price), shares outstanding would be 10,753,634, or 10,965,979 if the option is fully exercised, compared with 9,868,867 shares outstanding as of April 30, 2026.
Net proceeds to the company will be used to fund additional growth opportunities, including capital expenditures, working capital and other general corporate purposes. The company highlights risks including stock price volatility, immediate and substantial dilution relative to net tangible book value of $5.69 per share as of April 30, 2026, potential future dilution from additional issuances and equity awards, and stock overhang from existing holders, including the selling stockholders, whose April 30, 2026 beneficial holdings totaled approximately 1,873,810 shares.
BlackRock, Inc. reports beneficial ownership of common stock of Frequency Electronics, Inc. as of June 30, 2026. BlackRock reports beneficial ownership of 516,466 shares, representing 5.2% of the outstanding common stock of Frequency Electronics.
BlackRock has sole voting power over 509,407 shares and sole dispositive power over 516,466 shares, with no shared voting or dispositive power. The filing notes that various persons have rights to dividends or sale proceeds related to these shares, but no single person has an interest in more than five percent of the total outstanding common shares.