Frequency Electronics CEO reports three 50,000-share awards

The awards vest in four equal annual installments, while shares were withheld for tax obligations as previously granted equity awards vested.

Rhea-AI Filing Summary

Frequency Electronics Inc. President and CEO Thomas McClelland reported three direct acquisitions of 50,000 shares each, associated with restricted stock units: on July 31, 2025, units granted May 13, 2024; on April 30, 2026, performance-based units granted February 1, 2026; and on September 9, 2026, restricted stock units. Performance requirements were met for the first units as of July 31, 2025, with four equal annual installments beginning that date. Requirements were met for the second units as of April 30, 2026, with installments beginning February 1, 2027. The September 2026 units vest in four equal annual installments beginning September 9, 2027.

The company withheld shares to cover tax obligations upon vesting: 12,888 at $57.97 per share on July 31, 2026; 6,629 at $50.55 on January 4, 2026; 129 at $36.68 on November 1, 2025; 12,888 at $26.60 on July 31, 2025; and 6,947 at $18.47 on January 4, 2025. A separate holding entry lists 16,385 shares held indirectly through the 401(k) Savings Plan, with beneficial ownership updated as of September 23, 2026. No Rule 10b5-1 plan is reported.

Insider Trade Summary

9 transactions reported

Mixed 9 txns

Insider MCCLELLAND THOMAS

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F5, F2	50,000	$0.00	$0.00
Tax Withholding	Common Stock F1, F2	12,888	$57.97	$747K
Grant/Award	Common Stock F4, F2	50,000	$0.00	$0.00
Tax Withholding	Common Stock F1, F2	6,629	$50.55	$335K
Tax Withholding	Common Stock F1, F2	129	$36.68	$5K
Grant/Award	Common Stock F3, F2	50,000	$0.00	$0.00
Tax Withholding	Common Stock F1, F2	12,888	$26.60	$343K
Tax Withholding	Common Stock F1, F2	6,947	$18.47	$128K
holding	Common Stock F2	--	--	--

Holdings After Transaction: Common Stock — 220,861 shares (Direct); Common Stock — 16,385 shares (Indirect, By 401(k) Savings Plan)

Footnotes (5)

1. F1. Shares withheld by the Company to cover tax obligations upon vesting of previously granted equity awards.
2. F2. Updated to reflect reporting person's beneficial ownership as of 09/23/2026.
3. F3. Performance based restricted stock units granted 05/13/2024. As of 07/31/2025 performance requirements have been met; vest in four equal annual installments commencing 07/31/2025
4. F4. Performance based restricted stock units granted 02/01/2026. As of 04/30/2026 performance requirements have been met; vest in four equal annual installments commencing 02/01/2027
5. F5. Restricted stock units granted 09/09/2026 vesting in four equal annual installments commencing 09/09/2027

Key Figures

Restricted stock unit award/acquisition: 50,000 shares Performance-based restricted stock unit award/acquisition: 50,000 shares Restricted stock unit award/acquisition: 50,000 shares +5 more

8 metrics

Restricted stock unit award/acquisition 50,000 shares July 31, 2025; associated with units granted May 13, 2024

Performance-based restricted stock unit award/acquisition 50,000 shares April 30, 2026; associated with units granted February 1, 2026

Restricted stock unit award/acquisition 50,000 shares September 9, 2026

Shares withheld for tax obligations 12,888 shares at $57.97 per share July 31, 2026

Shares withheld for tax obligations 6,629 shares at $50.55 per share January 4, 2026

Shares withheld for tax obligations 129 shares at $36.68 per share November 1, 2025

Shares withheld for tax obligations 12,888 shares at $26.60 per share July 31, 2025

Shares withheld for tax obligations 6,947 shares at $18.47 per share January 4, 2025

Key Terms

Performance based restricted stock units, restricted stock units, four equal annual installments, beneficial ownership

4 terms

Performance based restricted stock units financial

"Performance based restricted stock units granted"

Performance-based restricted stock units are a form of employee pay where shares are promised but only delivered if the company meets specific performance targets over time. Like a trophy awarded to a team after hitting certain goals, they align employee incentives with business results and can affect future share counts and earnings—so investors watch them for signals about management’s motivation, potential dilution, and the likelihood of meeting growth or profit targets.

restricted stock units financial

"Restricted stock units granted"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

four equal annual installments financial

"vest in four equal annual installments commencing"

beneficial ownership financial

"reporting person's beneficial ownership"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did FEIM's CEO receive in reported awards?

Thomas McClelland reported three 50,000-share award/acquisition entries: July 31, 2025, April 30, 2026, and September 9, 2026. The first two related to performance-based restricted stock units; the September entry related to restricted stock units.

How many FEIM shares were withheld for taxes, and on what dates?

The company withheld 12,888 shares on July 31, 2026; 6,629 on January 4, 2026; 129 on November 1, 2025; 12,888 on July 31, 2025; and 6,947 on January 4, 2025, to cover tax obligations upon vesting.

What vesting schedule applies to McClelland's FEIM restricted stock units?

The reported units vest in four equal annual installments. Installments for units granted May 13, 2024, began July 31, 2025; installments for units granted February 1, 2026, begin February 1, 2027; and the units granted September 9, 2026, begin vesting September 9, 2027.

How many FEIM shares were held through McClelland's 401(k) plan?

The separate holding entry lists 16,385 shares held indirectly through the 401(k) Savings Plan, with beneficial ownership updated as of September 23, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/23/2026 - 05:08 PM Accepted by SEC EDGAR 09/23/2026 - 05:08 PM Learn about SEC filing dates

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^*

MCCLELLAND THOMAS

(Last) (First) (Middle)

C/O FREQUENCY ELECTRONICS, INC.

55 CHARLES LINDBERGH BLVD.

(Street)

MITCHEL FIELD NEW YORK 11553

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
FREQUENCY ELECTRONICS INC [ FEIM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
01/04/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	01/04/2025		F		6,947(1)	D	$18.47	103,395(2)	D
Common Stock	07/31/2025		A		50,000(3)	A	$0	153,395(2)	D
Common Stock	07/31/2025		F		12,888(1)	D	$26.6	140,507(2)	D
Common Stock	11/01/2025		F		129(1)	D	$36.68	140,378(2)	D
Common Stock	01/04/2026		F		6,629(1)	D	$50.55	133,749(2)	D
Common Stock	04/30/2026		A		50,000(4)	A	$0	183,749(2)	D
Common Stock	07/31/2026		F		12,888(1)	D	$57.97	170,861(2)	D
Common Stock	09/09/2026		A		50,000(5)	A	$0	220,861(2)	D
Common Stock								16,385(2)	I	By 401(k) Savings Plan

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

Explanation of Responses:

1. Shares withheld by the Company to cover tax obligations upon vesting of previously granted equity awards.

2. Updated to reflect reporting person's beneficial ownership as of 09/23/2026.

3. Performance based restricted stock units granted 05/13/2024. As of 07/31/2025 performance requirements have been met; vest in four equal annual installments commencing 07/31/2025

4. Performance based restricted stock units granted 02/01/2026. As of 04/30/2026 performance requirements have been met; vest in four equal annual installments commencing 02/01/2027

5. Restricted stock units granted 09/09/2026 vesting in four equal annual installments commencing 09/09/2027

	/s/ Steven Bernstein by power of attorney	09/23/2026
	** 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.
* Form 4: SEC 1474 (03-26)