Frequency Electronics, Inc. filings document regulatory disclosures for an operating company that designs, develops and manufactures precision timing, frequency control and RF products. Recent Form 8-K reports cover quarterly and annual results of operations, financial condition, press-release exhibits, and capital-allocation actions such as a common-stock repurchase authorization.
Proxy and annual-meeting filings describe board elections, auditor ratification, advisory executive-compensation votes and the frequency of future say-on-pay votes. The filing record also identifies common-stock voting matters, governance procedures, exhibit filings and Exchange Act reporting status for the company’s public securities.
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.
Frequency Electronics, Inc. has registered a mixed shelf offering permitting the company to issue up to $100,000,000 of common stock, preferred stock and/or warrants, in one or more offerings, from time to time. In addition, selling stockholders may resell up to 1,000,000 shares of existing common stock.
Securities may be sold through underwriters, dealers, agents, in “at-the-market” offerings, or directly to purchasers at prevailing market or negotiated prices. The company expects to use any primary proceeds for working capital and general corporate purposes; it will not receive proceeds from selling stockholder resales.
The company is a Delaware corporation authorized to issue 20,000,000 common and 600,000 preferred shares. Its common stock trades on the Nasdaq Global Market under the symbol FEIM, with a last reported price of $56.13 per share on July 16, 2026.
Frequency Electronics, Inc. develops precision time and frequency systems for satellites and secure C4ISR applications, operating through its FEI‑NY and FEI‑Zyfer segments and serving mainly U.S. Government customers. In fiscal 2026, revenue was $63.2 million, down 9.4% from 2025, and gross margin fell to 29.1%, resulting in an operating loss of $3.0 million versus prior-year operating income of $11.7 million.
Management links the weaker results to advance hiring of engineering talent, business process investments, and restructuring of FEI‑Elcom, including a non-cash $3.8 million inventory write‑down and a one‑time sick/paid‑time‑off accrual. Despite near-term pressure, consolidated backlog increased to $111 million from $70 million, with about 73% expected to be filled in fiscal 2027; U.S. Government and related end-use programs accounted for 91% of 2026 sales.
Net cash from operations was $1.3 million, working capital was $27.0 million, and cash and equivalents were $1.6 million, supported by a new $10.0 million senior secured revolving credit facility maturing in 2029. The company continues to invest roughly 10% of revenue in R&D, targeting alternative PNT, quantum sensing, space defense and proliferated satellite constellations while emphasizing cybersecurity and regulatory compliance.