Frequency Electronics (NASDAQ: FEIM) raises $62.5M in $57.50 share sale

Q: What stock offering did Frequency Electronics (FEIM) complete in July 2026?

Frequency Electronics completed an underwritten public offering of 1,739,131 shares of common stock on July 30, 2026. The deal included new shares issued by the company and shares sold by existing stockholders under a Form S-3 registration statement.

Q: How many FEIM shares did the company and selling stockholders each sell?

The company sold 1,086,957 shares of common stock, while the selling stockholders sold a total of 652,174 shares . Together these 1,739,131 shares formed the offering described in the agreement with the underwriters.

Q: At what price was Frequency Electronics (FEIM) stock offered and what were the proceeds?

Shares were offered to investors at $57.50 per share , generating gross proceeds to the company of approximately $62.5 million before underwriting discounts, commissions and expenses, all from the primary shares issued by the company.

Q: Did Frequency Electronics (FEIM) receive proceeds from the secondary shares?

No. The company did not receive any proceeds from the 652,174 secondary shares sold by the selling stockholders. Only the 1,086,957 primary shares issued by Frequency Electronics produced gross proceeds for the company itself.

Q: What over-allotment option was granted in the FEIM July 2026 offering?

The company granted underwriters a 30-day option to purchase up to 260,869 additional shares of common stock from the company. This option, part of the Underwriting Agreement, allows underwriters to cover overallotments in the offering.

Q: Who underwrote the Frequency Electronics (FEIM) stock offering?

Morgan Stanley & Co. LLC acted as representative of the several underwriters for the transaction. The Underwriting Agreement was among Frequency Electronics, two Edenbrook funds as selling stockholders, and Morgan Stanley & Co. LLC.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Filing Explained

Existing holders face a completed ownership-percentage reduction from the primary shares, with any further 260,869-share issuance still conditional.

The completed primary sale adds 1,086,957 Company Shares; under the supplied dilution definition, that reduces existing common holders’ percentage ownership absent offsetting changes, while the 652,174 Secondary Shares provide no proceeds to the company.

The offering closed on July 30, 2026, but the underwriters also received an option, exercisable for 30 days after the July 28, 2026 Underwriting Agreement, to buy up to 260,869 additional Company Shares; the filing does not establish a further sale under that option.

The material watch item is whether that option is exercised during its stated 30-day period.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Total shares sold: 1,739,131 shares Primary shares sold by company: 1,086,957 shares Secondary shares sold: 652,174 shares +4 more

7 metrics

Total shares sold 1,739,131 shares Common stock sold in the July 30, 2026 underwritten offering

Primary shares sold by company 1,086,957 shares Company Shares issued by Frequency Electronics in the Offering

Secondary shares sold 652,174 shares Shares sold by the selling stockholders in the Offering

Over-allotment option 260,869 shares Additional shares underwriters may purchase within 30 days

Offering price $57.50 per share Public offering price for each share of common stock

Gross proceeds to company approximately $62.5 million Proceeds from Company Shares before underwriting discounts and expenses

Option exercise period 30 days Period after the Underwriting Agreement for over-allotment option

Key Terms

Underwriting Agreement, Secondary Shares, registration statement on Form S-3, preliminary prospectus supplement, +1 more

5 terms

Underwriting Agreement financial

"The Underwriting Agreement includes the terms and conditions for the offering"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Secondary Shares financial

"the Selling Stockholders offered and sold a total of 652,174 shares of Common Stock (the “Secondary Shares”)"

Secondary shares are existing shares being sold by current owners rather than newly created stock; think of it like a garage sale where people sell items they already own instead of the manufacturer making more. For investors, secondary sales increase the number of shares available to trade without diluting ownership, and they can signal insiders cashing out or provide extra liquidity, both of which can influence a stock’s price and investor sentiment.

registration statement on Form S-3 regulatory

"The Shares have been registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

preliminary prospectus supplement regulatory

"The Company has filed with the U.S. Securities and Exchange Commission a preliminary prospectus supplement dated July 28, 2026"

A preliminary prospectus supplement is an initial document that provides important details about a new stock or bond offering before it is finalized. It helps investors understand what is being sold and why, so they can decide whether to invest. Think of it as a preview before the full sales brochure is ready.

final prospectus supplement regulatory

"and a final prospectus supplement, dated July 28, 2026, together with an accompanying prospectus"

A final prospectus supplement is the definitive document that completes a public securities offering, spelling out the exact terms, number and price of shares or bonds being sold, key risks, and how the proceeds will be used. Investors treat it like the final recipe or instruction sheet for an investment: it replaces earlier drafts and provides the binding, detailed information needed to judge the value and risk before committing funds.

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Understanding 8-K Material Events →

Available on EDGAR 07/30/2026 - 04:10 PM Accepted by SEC EDGAR 07/30/2026 - 04:10 PM

FAQ

What stock offering did Frequency Electronics (FEIM) complete in July 2026?

Frequency Electronics completed an underwritten public offering of 1,739,131 shares of common stock on July 30, 2026. The deal included new shares issued by the company and shares sold by existing stockholders under a Form S-3 registration statement.

How many FEIM shares did the company and selling stockholders each sell?

The company sold 1,086,957 shares of common stock, while the selling stockholders sold a total of 652,174 shares. Together these 1,739,131 shares formed the offering described in the agreement with the underwriters.

At what price was Frequency Electronics (FEIM) stock offered and what were the proceeds?

Shares were offered to investors at $57.50 per share, generating gross proceeds to the company of approximately $62.5 million before underwriting discounts, commissions and expenses, all from the primary shares issued by the company.

Did Frequency Electronics (FEIM) receive proceeds from the secondary shares?

No. The company did not receive any proceeds from the 652,174 secondary shares sold by the selling stockholders. Only the 1,086,957 primary shares issued by Frequency Electronics produced gross proceeds for the company itself.

What over-allotment option was granted in the FEIM July 2026 offering?

The company granted underwriters a 30-day option to purchase up to 260,869 additional shares of common stock from the company. This option, part of the Underwriting Agreement, allows underwriters to cover overallotments in the offering.

Who underwrote the Frequency Electronics (FEIM) stock offering?

Morgan Stanley & Co. LLC acted as representative of the several underwriters for the transaction. The Underwriting Agreement was among Frequency Electronics, two Edenbrook funds as selling stockholders, and Morgan Stanley & Co. LLC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 28, 2026

Frequency Electronics, Inc.

(Exact name of registrant as specified in its charter)

Delaware		1-8061		11-1986657
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

55 Charles Lindbergh Blvd.,

Mitchel Field, New York 11553

(Address of principal executive offices, including zip code)

(516) 794-4500

Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock (par value $1.00 per share)		FEIM		NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On July 30, 2026, Frequency Electronics, Inc. (the “Company”) completed an offering (the “Offering”) of 1,739,131 shares of the Company’s common stock, par value $1.00 per share (“Common Stock”), pursuant to an underwriting agreement (the “Underwriting Agreement”) among the Company, Edenbrook Value Fund, LP and Edenbrook Long Only Value Fund, LP, as selling stockholders (the “Selling Stockholders”), and Morgan Stanley & Co. LLC, as representative of the several underwriters named in Schedule II thereto (the “Underwriters”). The Company offered and sold 1,086,957 shares of Common Stock (the “Company Shares”) and the Selling Stockholders offered and sold a total of 652,174 shares of Common Stock (the “Secondary Shares” and, together with the Company Shares, the “Shares”). In addition, the Company granted the Underwriters an option, exercisable for 30 days following the date of the Underwriting Agreement, to purchase up to 260,869 additional shares of Common Stock from the Company.

The Underwriting Agreement includes the terms and conditions for the offering and sale of the Shares, indemnification and contribution obligations, and other terms and conditions customary in agreements of this type. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is attached to this Current Report on Form 8-K as Exhibit 1.1.

The Shares were offered to investors at $57.50 per Share. The gross proceeds to the Company from the Offering , before deducting the underwriting discounts and commissions and offering expenses, were approximately $62.5 million. The Offering closed on July 30, 2026. The Company is not receiving any proceeds from the sale of the Secondary Shares sold by the Selling Stockholders.

The Shares have been registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-297549) (the “Registration Statement”). The Company has filed with the U.S. Securities and Exchange Commission a preliminary prospectus supplement dated July 28, 2026 and a final prospectus supplement, dated July 28, 2026, together with an accompanying prospectus dated July 21, 2026, relating to the offer and sale of the Shares.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

1.1		Underwriting Agreement, dated July 28, 2026, among Frequency Electronics, Inc., Edenbrook Value Fund, LP and Edenbrook Long Only Value Fund, LP, as selling stockholders, and Morgan Stanley & Co. LLC, as representative of the several underwriters.
5.1		Opinion of McGuireWoods LLP.
23.1		Consent of McGuireWoods LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FREQUENCY ELECTRONICS, INC.

Date: July 30, 2026	By:	/s/ Steven L. Bernstein
		Steven L. Bernstein
		Chief Financial Officer, Secretary and Treasurer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents