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Frequency Electronics (NASDAQ: FEIM) Edenbrook funds sell 652,174 shares

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

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.

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Insider Edenbrook Capital, LLC, EDENBROOK LONG ONLY VALUE FUND, LP, Brolin Jonathan
Role Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
Sold 652,174 shs ($37.50M)
Type Security Shares Price Value
Sale Common Stock F1, F2 97,826 $57.50 $5.62M
Sale Common Stock F2, F3 554,348 $57.50 $31.88M
holding Common Stock F4 -- -- --
Holdings After Transaction: Common Stock — 1,047,958 shares (Indirect, See footnotes); Common Stock — 21,305 shares (Direct)
Footnotes (4)
  1. F1. These securities are held in the account of Edenbrook Value Fund, LP, a private fund managed by Edenbrook Capital, LLC, and may be deemed to be beneficially owned by Edenbrook Capital, LLC by virtue of its role as the investment manager of such private funds. In addition, Jonathan Brolin may be deemed to be a beneficial owner of such securities by virtue of his role as managing member of Edenbrook Capital, LLC.
  2. F2. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
  3. F3. These securities are held by Edenbrook Long Only Value Fund, LP, a private fund managed by Edenbrook Capital, LLC and may be deemed to be beneficially owned by Edenbrook Capital, LLC by virtue of its role as the investment manager of such private fund. In addition, Jonathan Brolin may be deemed to be a beneficial owner of such securities by virtue of his role as managing member of Edenbrook Capital, LLC.
  4. F4. Reflects restricted stock units. 26,808 restricted stock units were originally granted to Jonathan Brolin on October 31, 2023, and vest in four equal annual installments. In connection with the October 31, 2024 and October 31, 2025 vesting events, 2,805 and 2,698 shares, respectively, were withheld to cover applicable tax withholding obligations. 7,901 shares have vested to date.
Common shares sold 652,174 shares Total Frequency Electronics common stock sold indirectly on July 28, 2026
Sale price $57.50 per share Per-share price for the reported common stock sales on July 28, 2026
Edenbrook Value Fund sale 97,826 shares Shares held in Edenbrook Value Fund, LP account sold on July 28, 2026
Edenbrook Long Only Value Fund sale 554,348 shares Shares held by Edenbrook Long Only Value Fund, LP sold on July 28, 2026
Restricted stock units granted 26,808 units RSUs granted to Jonathan Brolin on October 31, 2023; tax withholding affected later vestings
Restricted stock units held 21,305 units Restricted stock units reflected as held by Jonathan Brolin after tax withholdings
Vested shares to date 7,901 shares Shares that have vested from Jonathan Brolin’s October 31, 2023 RSU grant
restricted stock units financial
"Reflects restricted stock units. 26,808 restricted stock units were originally 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.
beneficial ownership regulatory
"Each Reporting Person disclaims beneficial ownership in the securities reported"
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.
pecuniary interest financial
"except to the extent of its or his pecuniary interest, if any, therein"
Section 16 regulatory
"beneficial owner of such securities for purposes of Section 16 or for any other purpose"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

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

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Form 4 Insider Transactions: What Each Field Means →

FAQ

At what price were the FEIM shares sold by the Edenbrook funds?
The reported transactions show a sale price of $57.50 per share for all 652,174 shares of Frequency Electronics common stock sold on July 28, 2026. This price applies to both the Edenbrook Value Fund and Edenbrook Long Only Value Fund accounts.

How is beneficial ownership of the sold FEIM shares described for Edenbrook Capital and Jonathan Brolin?
Footnotes state that Edenbrook Capital and Jonathan Brolin may be deemed beneficial owners of the sold securities because of their roles with the funds. However, each reporting person disclaims beneficial ownership except to the extent of any pecuniary interest.

What restricted stock units in Frequency Electronics does Jonathan Brolin hold?
Jonathan Brolin is reported as holding 21,305 restricted stock units from a grant of 26,808 units awarded on October 31, 2023. The grant vests in four equal annual installments; 7,901 shares have vested, with 2,805 and 2,698 shares withheld for taxes.

Were the FEIM share sales made under a Rule 10b5-1 trading plan?
The reporting check box for Rule 10b5-1 trading plans is not marked, indicating the reported Frequency Electronics share sales were not executed under an affirmed Rule 10b5-1 plan based on this disclosure.

Which entities actually held the Frequency Electronics shares that were sold?
Footnotes explain that Edenbrook Value Fund, LP and Edenbrook Long Only Value Fund, LP held the sold Frequency Electronics common shares, with Edenbrook Capital, LLC acting as investment manager for these private funds.
SEC Form 4
FORM 4UNITED 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*
Edenbrook Capital, LLC
(Last)(First)(Middle)
116 RADIO CIRCLE
SUITE 202
(Street)
MT. KISCO NEW YORK 10549
(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)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/28/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/28/2026S97,826D$57.5173,678ISee footnotes(1)(2)
Common Stock07/28/2026S554,348D$57.51,047,958ISee footnotes(2)(3)
Common Stock21,305(4)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Edenbrook Capital, LLC
(Last)(First)(Middle)
116 RADIO CIRCLE
SUITE 202
(Street)
MT. KISCO NEW YORK 10549
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
EDENBROOK LONG ONLY VALUE FUND, LP
(Last)(First)(Middle)
116 RADIO CIRCLE
SUITE 202
(Street)
MT. KISCO NEW YORK 10549
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Brolin Jonathan
(Last)(First)(Middle)
116 RADIO CIRCLE
SUITE 202
(Street)
MT. KISCO NEW YORK 10549
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. These securities are held in the account of Edenbrook Value Fund, LP, a private fund managed by Edenbrook Capital, LLC, and may be deemed to be beneficially owned by Edenbrook Capital, LLC by virtue of its role as the investment manager of such private funds. In addition, Jonathan Brolin may be deemed to be a beneficial owner of such securities by virtue of his role as managing member of Edenbrook Capital, LLC.
2. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
3. These securities are held by Edenbrook Long Only Value Fund, LP, a private fund managed by Edenbrook Capital, LLC and may be deemed to be beneficially owned by Edenbrook Capital, LLC by virtue of its role as the investment manager of such private fund. In addition, Jonathan Brolin may be deemed to be a beneficial owner of such securities by virtue of his role as managing member of Edenbrook Capital, LLC.
4. Reflects restricted stock units. 26,808 restricted stock units were originally granted to Jonathan Brolin on October 31, 2023, and vest in four equal annual installments. In connection with the October 31, 2024 and October 31, 2025 vesting events, 2,805 and 2,698 shares, respectively, were withheld to cover applicable tax withholding obligations. 7,901 shares have vested to date.
Edenbrook Capital, LLC, By: /s/ Jonathan Brolin, Managing Member07/30/2026
Edenbrook Long Only Value Fund, LP, By: /s/ Jonathan Brolin, Managing Member of Edenbrook Capital Partners, LLC07/30/2026
Jonathan Brolin, /s/ Jonathan Brolin07/30/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR