Frequency Electronics, Inc. (FEIM) holder Edenbrook details share sale and 11% stake

Rhea-AI Filing Summary

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.

Key Figures

Jonathan Brolin beneficial ownership: 1,242,941 shares Edenbrook Capital beneficial ownership: 1,221,636 shares Edenbrook Long Only Value Fund holdings: 1,047,958 shares +5 more

8 metrics

Jonathan Brolin beneficial ownership 1,242,941 shares Aggregate shares of Common Stock beneficially owned by Jonathan Brolin, representing 11.33% of the class, including 21,305 RSUs of which 7,901 are vested

Edenbrook Capital beneficial ownership 1,221,636 shares Shares of Common Stock beneficially owned by Edenbrook Capital, LLC, representing 11.15% of the class with shared voting and dispositive power

Edenbrook Long Only Value Fund holdings 1,047,958 shares Shares of Common Stock beneficially owned by Edenbrook Long Only Value Fund, LP, representing 9.56% of the class

Shares outstanding basis 10,957,034 shares Shares of Common Stock used to calculate ownership percentages, combining 1,086,957 new shares with 9,870,077 previously outstanding shares

Edenbrook Value Fund sale 97,826 shares Shares of Common Stock sold by Edenbrook Value Fund, LP in the July 28, 2026 underwritten offering at $57.50 per share

Edenbrook Long Only Value Fund sale 554,348 shares Shares of Common Stock sold by Edenbrook Long Only Value Fund, LP in the same underwritten offering at $57.50 per share

Offering price $57.50 per share Gross price to Edenbrook Value Fund, LP and the Fund for the underwritten sale of Common Stock to Morgan Stanley & Co. LLC

Net investment cost $11,226,336 Approximate net investment costs of FEIM Common Stock directly owned by private investment funds advised by Edenbrook, including commissions

Key Terms

beneficially owned, shelf registration statement, Underwriting Agreement, Lock-Up Agreement, +2 more

6 terms

beneficially owned regulatory

"aggregate number of shares of Common Stock and percentages of Common Stock beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shelf registration statement regulatory

"The Offering was made pursuant to the Issuer's shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Underwriting Agreement regulatory

"entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC"

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.

Lock-Up Agreement regulatory

"entered into a lock-up agreement (the "Lock-Up Agreement") with the Underwriter"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

restricted stock units financial

"Includes 21,305 restricted stock units ("RSUs") held by Mr. Brolin"

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.

selling stockholders regulatory

"Edenbrook Value Fund, LP, ... and the Fund, as selling stockholders"

Selling stockholders are existing owners of a company's shares who are offering some or all of their holdings for sale, often as part of a public offering or secondary transaction. For investors this matters because such sales increase the number of shares available to buy, can signal how confident current owners are about future prospects, and may put short-term pressure on the stock price similar to more tickets being released for a popular event.

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

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Available on EDGAR 07/30/2026 - 04:59 PM Accepted by SEC EDGAR 07/30/2026 - 04:59 PM Learn about SEC filing dates

FAQ

What stake in Frequency Electronics, Inc. (FEIM) do Edenbrook and Jonathan Brolin report?

The reporting parties beneficially own 1,242,941 Frequency Electronics common shares. This equals 11.33% of the 10,957,034 shares used for percentage calculations and includes Edenbrook’s fund holdings plus 21,305 RSUs granted to director Jonathan Brolin.

What FEIM share sale did Edenbrook complete and at what price?

Edenbrook Value Fund, LP sold 97,826 shares and Edenbrook Long Only Value Fund, LP sold 554,348 shares. Morgan Stanley & Co. LLC purchased these shares in an underwritten offering at a gross price of $57.50 per share, which closed on July 30, 2026.

How many FEIM shares outstanding were used to compute Edenbrook’s ownership percentages?

Ownership percentages are based on 10,957,034 Frequency Electronics common shares. This figure combines 1,086,957 shares issued in the July 2026 offering with 9,870,077 shares outstanding as of July 15, 2026, as reported in the company’s April 30, 2026 Form 10-K.

What lock-up terms affect Edenbrook’s FEIM holdings after the July 2026 offering?

Edenbrook Value Fund, LP and Edenbrook Long Only Value Fund, LP entered a Lock-Up Agreement with the underwriter. For 60 days after the final prospectus date, they agreed not to dispose of FEIM common stock or related securities, subject to customary exceptions.

How is Jonathan Brolin’s individual FEIM position structured?

Jonathan Brolin beneficially owns 1,242,941 FEIM shares, including 21,305 restricted stock units. Of these RSUs, 7,901 have vested. He has sole voting and dispositive power over the RSUs and shared voting and dispositive power over 1,221,636 additional shares.

What is the net investment cost of Edenbrook-advised funds’ FEIM position?

Private investment funds advised by Edenbrook report net investment costs of approximately $11,226,336 for FEIM common stock. This amount reflects the aggregate cost of shares directly owned by those funds, including commissions where applicable, and excludes restricted stock units granted to Jonathan Brolin.

Does Edenbrook remain involved with FEIM after the July 2026 share sale?

Yes. Edenbrook states it remains a significant shareholder of FEIM, and Jonathan Brolin continues to serve on the board of directors. They describe themselves as supportive of the issuer and management, citing expectations for significant profitable growth opportunities described in FEIM’s July 15, 2026 earnings materials.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

Frequency Electronics, Inc.

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

358010106

(CUSIP Number)

Jonathan Brolin
Edenbrook Capital, LLC, 116 Radio Circle,
Mount Kisco, NY, 10549
914-239-3117

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/28/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 358010106

1

Name of reporting person

Edenbrook Capital, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,221,636.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,221,636.00

11

Aggregate amount beneficially owned by each reporting person

1,221,636.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.15 %

14

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13D

CUSIP Number(s): 358010106

1

Name of reporting person

Edenbrook Long Only Value Fund, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,047,958.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,047,958.00

11

Aggregate amount beneficially owned by each reporting person

1,047,958.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.56 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 358010106

1

Name of reporting person

Jonathan Brolin

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 21,305.00
8	Shared Voting Power 1,221,636.00
9	Sole Dispositive Power 21,305.00
10	Shared Dispositive Power 1,221,636.00

11

Aggregate amount beneficially owned by each reporting person

1,242,941.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.33 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Includes 21,305 restricted stock units ("RSUs") held by Mr. Brolin, of which 7,901 RSUs have vested as of the date hereof.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $1.00 per share
(b)	Name of Issuer: Frequency Electronics, Inc.
(c)	Address of Issuer's Principal Executive Offices: 55 CHARLES LINDBERGH BLVD, MITCHEL FIELD, NEW YORK , 11553.
Item 1 Comment: This Amendment No. 12 ("Amendment No. 12) amends and supplements the statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on March 18, 2016, as subsequently amended on Schedule 13D (as amended thereby and hereby, the "Schedule 13D"), with respect to the Common Stock, par value $1.00 (the "Common Stock") of Frequency Electronics, Inc. (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 12 have the meanings set forth in the Schedule 13D. This Amendment No. 12 supplements Items 3, 4, 6, and 7, and amends and restates Item 5(a) - (c) as set forth below.
Item 3.	Source and Amount of Funds or Other Consideration
	The net investment costs (including commissions, if any) of the Common Stock directly owned by the private investment funds advised by Edenbrook is approximately $11,226,336. The RSUs were acquired by Mr. Brolin in consideration for his service on the board of directors of the Issuer.
Item 4.	Purpose of Transaction
	On July 28, 2026, Edenbrook Value Fund, LP, a private fund managed by Edenbrook, and Edenbrook Long Only Value Fund, LP (the "Fund"), as selling stockholders, and the Issuer entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC, (the "Underwriter"), providing for the offer and sale of 97,826 shares of Common Stock by Edenbrook Value Fund, LP and 554,348 shares of Common Stock by the Fund (the "Offering"), and purchase by the Underwriter of the shares of Common Stock, at a gross price to Edenbrook Value Fund, LP and the Fund of $57.50 per share. The Offering closed on July 30, 2026. The Offering was made pursuant to the Issuer's shelf registration statement on Form S-3 (File No. 333-297549), as supplemented by a preliminary prospectus supplement dated July 28, 2026. Pursuant to the Underwriting Agreement, Edenbrook Value Fund, LP and the Fund have entered into a lock-up agreement (the "Lock-Up Agreement") with the Underwriter pursuant to which each has agreed with the Underwriter, subject to customary exceptions, for a period of 60 days after the date of the final prospectus for the offering, not to dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, subject to certain exceptions and excluding the transactions described herein. The descriptions of the Underwriting Agreement and Lock-Up Agreement contained in this Item 4 are not intended to be complete and are qualified in their entirety by reference to the Underwriting Agreement and Form of Lock-Up Agreement, each of which is filed as an exhibit hereto and incorporated by reference herein. Edenbrook remains a significant shareholder and Mr. Brolin continues to serve as a director on the board of directors of the Issuer. Edenbrook and Mr. Brolin are supportive of the Issuer and the management team and believe the Issuer is uniquely positioned to take advantage of significant profitable growth opportunities in the years ahead, as detailed in the Issuer's most recent earnings press release and conference call of July 15, 2026.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of Common Stock beneficially owned by each of the Reporting Persons. The percentages used in this Schedule 13D are calculated based upon 10,957,034 shares of Common Stock, which is the sum of (i) 1,086,957 shares of Comon Stock issued in the offering described in the Issuer's Current Report on Form 8-K filed with the SEC on July 30, 2026, and (ii) 9,870,077 shares of Common Stock outstanding as of July 15, 2026, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended April 30, 2026, filed with the SEC on July 17, 2026.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	See Item 4. Other than as set forth herein, there have been no transactions in the shares of Common Stock effected by the Reporting Persons in the past sixty days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 of the Schedule 13D is incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	Exhibit C: Underwriting Agreement, dated July 28, 2026, between the Issuer, Edenbrook Value Fund, LP, the Fund, and Morgan Stanley & Co. LLC (incorporated by reference to Exhibit 1.1 to the Issuer's Current Report on Form 8-K filed with the SEC on July 30, 2026). Exhibit D: Form of Lock-Up Agreement, between the Issuer, Edenbrook Value Fund, LP, the Fund, and Morgan Stanley & Co. LLC (incorporated by reference to Exhibit A to Exhibit 1.1 to the Issuer's Current Report on Form 8-K filed with the SEC on July 30, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Edenbrook Capital, LLC

Signature:	/s/ Jonathan Brolin
Name/Title:	Jonathan Brolin, Managing Member
Date:	07/30/2026

Edenbrook Long Only Value Fund, LP

Signature:	/s/ Jonathan Brolin
Name/Title:	Jonathan Brolin, Managing Member of Edenbrook Capital Partners, LLC
Date:	07/30/2026

Jonathan Brolin

Signature:	/s/ Jonathan Brolin
Name/Title:	Jonathan Brolin, Individually
Date:	07/30/2026