Gilat (NASDAQ: GILT) plans $157.5M Comtech satellite & space unit deal

Rhea-AI Filing Summary

Gilat Satellite Networks, through its wholly owned subsidiary Wavestream, agreed to acquire Comtech’s Satellite & Space Communications segment for $157.5 million in cash, subject to adjustments. Wavestream has already paid an Advance Payment of $10 million, with the remaining $147.5 million due at closing.

The deal is on a cash-free, debt-free basis and is expected to be funded entirely from Gilat’s existing cash, which included net cash of about $170 million as of the end of Q1 2026. Gilat states the combined company is projected to exceed $700 million in annual revenue once the transaction closes.

Closing is subject to customary conditions, including Hart-Scott-Rodino clearance, approval by the Committee on Foreign Investment in the United States, other regulatory approvals, accuracy of representations, and absence of a Company Material Adverse Effect. The Purchase Agreement includes termination rights, including if the transaction is not completed within 12 months, extendable by three months while awaiting regulatory approvals. In some regulatory-failure scenarios, Sellers may retain the $10 million Advance Payment.

Insights

M&A and capital allocation analyst

Gilat pursues a cash-funded, transformative $157.5M defense and space acquisition.

The agreement for Wavestream to acquire Comtech’s Satellite & Space Communications segment for $157.5 million on a cash-free, debt-free basis is strategically significant. Gilat highlights that the combined business is projected to exceed $700 million in annual revenue, materially increasing scale in defense and space communications.

Gilat plans to fully fund the purchase from existing cash, supported by net cash of about $170 million as of end of Q1 2026. This avoids new debt in the disclosed terms but reallocates a large portion of liquidity into a single transaction, increasing execution importance around integration and performance of the acquired unit.

Completion remains contingent on multiple regulatory approvals, including CFIUS and Hart-Scott-Rodino, as well as no Company Material Adverse Effect. Notably, in some cases where approvals are not obtained, Sellers can retain the $10 million Advance Payment, introducing a modest downside if the deal fails to close.

Key Figures

Acquisition price: $157.5 million Advance Payment: $10 million Cash due at closing: $147.5 million +4 more

7 metrics

Acquisition price $157.5 million Cash purchase price for Comtech Satellite & Space Communications segment, subject to adjustments

Advance Payment $10 million Cash advance paid at signing under the Purchase Agreement

Cash due at closing $147.5 million Remaining purchase price payable in cash at closing, subject to adjustments

Projected annual revenue Exceeding $700 million Combined company annual revenue projection after transaction completion

Net cash position Approximately $170 million Gilat net cash as of end of Q1 2026 supporting deal funding

Outside closing window 12–15 months Purchase Agreement terminable if not closed within 12 months, extendable 3 months while awaiting approvals

Potential forfeited advance $10 million Advance Payment may be retained by Sellers if regulatory approvals are not obtained in certain cases

Key Terms

Hart-Scott-Rodino Antitrust Improvements Act of 1976, Committee on Foreign Investment in the United States, Company Material Adverse Effect, cash-free, debt-free basis, +1 more

5 terms

Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory

"the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended"

Committee on Foreign Investment in the United States regulatory

"the approval of the Committee on Foreign Investment in the United States"

A U.S. government interagency committee that reviews foreign purchases or investments in American companies to determine whether they pose national security risks. Think of it as a national security checkpoint for deals: its approval, rejection, or conditions can change whether a transaction goes through, how quickly it closes, or what obligations the buyer must accept, so investors must factor potential review, delay, or forced changes into deal valuation and risk.

Company Material Adverse Effect financial

"the absence of a “Company Material Adverse Effect” (as defined in the Purchase Agreement)"

A company material adverse effect is a significant, harmful change in a company’s business, financial condition, or operations that makes it much less valuable or viable. Investors care because this kind of change can trigger contract protections, delay or cancel deals, and often leads to a sharp re-evaluation of the stock — like discovering a serious health problem that suddenly changes future prospects and insurance coverage.

cash-free, debt-free basis financial

"to acquire the majority of the Satellite & Space Communications segment ... on a cash-free, debt-free basis"

A cash-free, debt-free basis is a way of pricing a business where the sale excludes the company’s cash balances and outstanding debt, so the buyer pays only for the operating assets and liabilities that run the business. Think of it like buying a shop’s shelves and stock but not its cash in the register or its loans; this clarity matters to investors because it shows the true purchase price, makes deal comparisons fair, and clarifies what financing or adjustments are needed after the sale.

Adjusted EBITDA financial

"risks that Gilat will not be able to achieve the post-closing projected revenue and projected Adjusted EBITDA"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 06/15/2026 - 06:08 AM Accepted by SEC EDGAR 06/15/2026 - 06:00 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

For the Month of June 2026

Commission File Number 0-21218

Gilat Satellite Networks Ltd.

(Translation of registrant’s name into English)

Gilat House, 21 Yegia Kapayim Street

Daniv Park, Kiryat Arye, Petah Tikva 4913020, Israel

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

This Form 6-K is incorporated by reference into the Registrant’s Registration Statement (Form F-3 No. 333-266044) and Registration Statements (Form S-8 Nos. 333-180552, 333-187021, 333-204867, 333-210820, 333-217022, 333-221546, 333-223839, 333-231442, 333-236028, 333-253972, 333-255740, 333-264974, 333-278082, 333-286156, and 333-290006).

Entry into Purchase Agreement

On June 14, 2026, Wavestream Corporation (the “Buyer”), a Delaware corporation and a wholly-owned subsidiary of Gilat Satellite Networks Ltd. (the “Gilat”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Comtech Telecommunications Corp., a Delaware corporation (“Comtech”), and the other parties named therein as Sellers (collectively with Comtech, the “Sellers”).

Pursuant to the Purchase Agreement, Buyer will purchase from the Sellers 100% of the shares of Comtech Satellite Network Technologies, Inc., Comtech Satellite Network Technologies, Corp., Comtech UK Holdings Limited and Comtech Systems, Inc., representing the Satellite & Space Communications segment of Comtech, excluding Comtech’s cyber and services business lines (“Comtech Satellite & Space Communications”), for a purchase price of $157.5 million, subject to adjustments (“Acquisition”). Upon the signing of the Purchase Agreement, Buyer paid the Sellers a cash purchase price advance payment of $10 million (the “Advance Payment”), with the remainder $147.5 million, subject to adjustments, payable in cash at closing.

The consummation of the Acquisition is subject to customary closing conditions, including, among others (i) the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder, (ii) the approval of the Committee on Foreign Investment in the United States; (iii) the Acquisition having not been enjoined or otherwise prohibited by any applicable law or any writ, decree, decision, consent, stipulation, award, order, judgment, injunction, temporary restraining order or other order of any governmental authority; (iv) the truth and correctness of the other party’s representations and warranties in the Purchase Agreement, subject in certain cases to a materiality or material adverse effect standard; and (v) performance, in all material respects, of the other party’s obligations in the Purchase Agreement required to be performed at or prior to the consummation of the Acquisition.  In addition, the consummation of the Acquisition by Buyer is subject to the absence of a “Company Material Adverse Effect” (as defined in the Purchase Agreement) with respect to Comtech Satellite & Space Communications.

Buyer and the Sellers have made customary representations, warranties and covenants in the Purchase Agreement. The Purchase Agreement contains certain customary termination rights for the parties, as well as the ability to terminate the Purchase Agreement if the Acquisition is not consummated within 12 months after the date of the Purchase Agreement, which each party may extend for an additional three months if the parties are awaiting regulatory approval. In the event the Purchase Agreement is terminated because required regulatory approvals are not obtained, the Sellers shall not be required, in certain cases, to return the Advance Payment.

This summary of the principal terms of the Purchase Agreement is intended to provide information regarding certain key terms of the Purchase Agreement and are not intended to modify or supplement any factual disclosures about Gilat or Buyer in its public reports filed with the Securities and Exchange Commission. In particular, this summary is not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Gilat, Buyer, Comtech or Comtech Satellite & Space Communications or their respective affiliates.

Press Release

Gilat issued a press release on June 15, 2026 announcing the execution of the Purchase Agreement. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Cautionary Language Concerning Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts and can generally be identified by the use of forward-looking terminology such as “estimate,” “project,” “intend,” “expect,” “believe,” “anticipate,” “plan,” “may,” “will,” “seek,” “could,” “should,” or similar expressions. These forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements of Gilat to differ materially from those expressed in, or implied by, such statements. These risks and uncertainties include, among others, the ability of the parties to complete the proposed transaction in a timely manner or at all; the satisfaction of conditions to closing, including the receipt of required regulatory approvals on expected terms, in a timely manner or at all; the potential impact of the announcement or pendency of the proposed transaction on the ability of Gilat and Comtech’s Satellite & Space Communications business to retain and hire key personnel, maintain relationships with customers, suppliers and other business partners, and operate their respective businesses; risks that Gilat will not be able to achieve the post-closing projected revenue and projected Adjusted EBITDA; disruption to current plans and operations as a result of the proposed transaction or its announcement; risks that the acquired business will not be integrated successfully into Gilat’s operations; risks that Gilat may not realize the anticipated benefits, synergies or growth opportunities from the transaction, including cost synergy opportunities from cross-selling, operational efficiencies, and scale benefits across the combined organizations; changes in general economic, market and business conditions; failure to maintain market acceptance of Gilat’s products; failure to timely develop and introduce new technologies, products and applications; rapid changes in the markets in which Gilat operates; increased competition, loss of market share or pressure on prices; loss of key OEM partners; inability to attract and retain qualified personnel; inability to protect proprietary technology; and risks associated with Gilat’s international operations and its location in Israel, including those arising from regional military conflicts and geopolitical instability. For additional information regarding these and other risks and uncertainties, please refer to Gilat’s filings with the U.S. Securities and Exchange Commission. Gilat undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

SIGNATURES

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, thereunto duly authorized.

Gilat Satellite Networks Ltd.
By:	/S/ Doron Kerbel
Name:	Doron Kerbel
Title:	Chief Legal Officer & Corporate Secretary
Date:	June 15, 2026

Exhibit Index 

99.1 Press release, dated June 15, 2026, titled “Gilat to Acquire Comtech’s Satellite & Space Communications Segment, Creating a Leading Provider of Advanced Defense and Satellite Communications Solutions”.

Gilat to Acquire Comtech’s Satellite & Space

Communications Segment¹ Creating a Leading Provider of

Advanced Defense and Satellite Communications Solutions

Transformative acquisition for $157.5 million creates a company

exceeding $700 million in projected annual revenue, positioned to

capitalize on accelerating global demand for mission-critical defense,

satellite, space, and resilient communications solutions

Transaction is expected to be fully funded from Gilat’s existing cash

resources, supported by its strong balance sheet, which included net

cash of approximately $170 million as of the end of Q1 2026

· Accelerates Gilat’s transformation into a leading provider of mission-critical defense and satellite communications solutions, creating a scaled organization in the rapidly evolving satellite ground infrastructure market and more than doubling Gilat Defense revenues

· Significantly expands Gilat’s U.S. presence, engineering capabilities and manufacturing footprint, reinforcing its commitment to supporting U.S. and allied defense customers and mission-critical programs

· Broadens Gilat Defense advanced communications technology portfolio, adding complementary capabilities in RF technologies, space electronics, and over-the-horizon Troposcatter Beyond Line-of-Sight (BLOS) communications

¹ Acquired segment excludes mainly the Cyber and Services business line.

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· The business acquired generated Adjusted Revenue of $187.8 million and Adjusted EBITDA of $14.9 million in Comtech’s fiscal year 2025 ended July 31, 2025, and Adjusted Revenue of $195.2 million and Adjusted EBITDA of $16.8 million for the trailing twelve months ended January 31, 2026²

· Significant increases in both revenue and cost synergies are expected from cross-selling, operational efficiencies, and scale benefits across the combined organizations

· Creates a scaled organization with projected annual revenue exceeding $700 million and projected annual adjusted EBITDA of $80 million, strengthening competitiveness for larger, more complex defense and space opportunities worldwide, and more than double Gilat Defense revenues

· Gilat Management to host a conference call today at 08:00 AM EST / 15:00 IST to discuss the acquisition

Petah Tikva, Israel, June 15, 2026 - Gilat Satellite Networks Ltd. (NASDAQ: GILT, TASE: GILT) (“Gilat”), a worldwide leader in satellite networking technology, solutions, and services, today announced that it has entered into a definitive agreement to acquire the majority of the Satellite & Space Communications segment of Comtech Telecommunications Corporation (NASDAQ: CMTL) on a cash-free, debt-free basis for the purchase price of $157.5 million in cash, subject to adjustments for normalized working capital.

The transaction has been unanimously approved by the Boards of Directors of both Gilat and Comtech. The closing of the transaction is subject to certain regulatory approvals, including the receipt of clearance from the Committee on Foreign Investment in the United States (CFIUS), the U.S. Federal Trade Commission (FTC) and the Department of Justice (DOJ) under the Hart-Scott-Rodino Act (HSR), as well as other customary closing conditions. The transaction is expected to close by the end of 2026.

Comtech Satellite & Space Communications segment provides satellite ground infrastructure solutions for GEO, MEO, and LEO constellations, over-the-horizon Troposcatter BLOS communications systems, engineering and other services for satellites, launch vehicles, and other manned space applications. Comtech Satellite & Space Communications segment serves a diverse, global customer base including the U.S. Department of War, allied defense agencies, and commercial customers, including satellite operators and energy companies.

Executive Commentary

“This acquisition represents a transformative milestone in Gilat’s evolution into a larger, more diversified defense communications and space technology company,” said Adi Sfadia, CEO of Gilat.

“Over the past several years, we have strategically expanded our capabilities and presence in the defense market. The addition of Comtech’s Satellite & Space Communication segment significantly accelerates this strategy by increasing our scale, strengthening our U.S. presence, and expanding our ability to address larger and more complex defense and space programs. We are committed to continuing to invest in these technologies, supporting existing customers and building upon Comtech’s decades-long heritage serving mission-critical programs,” added Mr. Sfadia.

² Data is based on Comtech’s publicly released financial statements and have been adjusted by Comtech to reflect the results associated with the business to be acquired. In addition, Gilat has made additional adjustments which mainly reflect its accounting policies and expense allocations.

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“Additionally, this transaction enables our diversification into adjacent domains, including space-based infrastructure and Troposcatter BLOS communications, while expanding our access to a broader set of customers, including NASA, other space agencies, and additional defense and military organizations worldwide,” concluded Mr. Sfadia.

Ken Traub, Chairman, President and CEO, Comtech Telecommunications Corp., added, "We are pleased to have entered into this mutually beneficial transaction with Gilat. Gilat will be a natural home for Comtech's Satellite & Space business as they share a commitment to innovation and customer support for the future of the satellite and space communications market."

Conference Call Details

Gilat’s management will discuss the acquisition and will participate in a question-and-answer session:

In English:

Date:   Start: Monday, June 15, 2026

08:00 AM EST / 15:00 IST

A simultaneous webcast of the conference call will be available on the Gilat website at www.gilat.com and through this link: https://www.veidan-conferencing.com/gilat

Or Dial-in:

US:   International: 1-888-407-2553   +972-3-918-0609

The webcast will also be archived for a period of 30 days on the Company’s website and through the link above.

In Hebrew:

Date:   Start: Monday, June 15, 2026   16:30 IST

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A simultaneous webcast of the conference call will be available on the Gilat website at www.gilat.com and through this link:

https://gk-biz.zoom.us/webinar/register/WN_NCzweLGqRpWpF9asSq36Ag

Advisors

Naschitz, Brandes, Amir & Co. is serving as Gilat’s legal counsel.

Oppenheimer & Co. Inc. acted as financial advisor to Gilat in connection with the transaction.

Quilty Space acted as a business advisor to Gilat in connection with the transaction.

Norton Rose Fulbright acted as legal advisor to Comtech on the transaction.

TD Securities (USA) LLC acted as exclusive financial advisor to Comtech on the transaction.

About Gilat

Gilat Satellite Networks Ltd. (NASDAQ: GILT, TASE: GILT) is a leading global provider of satellite-based broadband communications. With over 35 years of experience, we develop and deliver deep technology solutions for satellite, ground, and new space connectivity, offering next-generation solutions and services for critical connectivity across commercial and defense applications. We believe in the right of all people to be connected and are united in our resolution to provide communication solutions to all reaches of the world.

Together with our wholly owned subsidiaries Gilat Wavestream, Gilat DataPath, and Gilat Stellar Blu, we offer integrated, high-value solutions supporting multi-orbit constellations, Very High Throughput Satellites (VHTS), and Software-Defined Satellites (SDS) via our Commercial and Defense Divisions. Our comprehensive portfolio is comprised of a software-defined platform and modems, high-performance satellite terminals, advanced Satellite On-the-Move (SOTM) antennas and Electronically Steered Antennas (ESAs), highly efficient, high-power Solid State Power Amplifiers (SSPA) and Block Upconverters (BUC), and includes integrated ground systems for commercial and defense markets, field services, network management software, and cybersecurity services.

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Gilat’s products and tailored solutions support multiple applications including government and defense, IFC and mobility, cellular backhaul, enterprise, aerospace and critical infrastructure clients all while meeting the most stringent service level requirements. For more information, please visit: https://www.gilat.com

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts and can generally be identified by the use of forward-looking terminology such as “estimate,” “project,” “intend,” “expect,” “believe,” “anticipate,” “plan,” “may,” “will,” “seek,” “could,” “should,” or similar expressions. These forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements of Gilat to differ materially from those expressed in, or implied by, such statements. These risks and uncertainties include, among others, the ability of the parties to complete the proposed transaction in a timely manner or at all; the satisfaction of conditions to closing, including the receipt of required regulatory approvals on expected terms, in a timely manner or at all; the potential impact of the announcement or pendency of the proposed transaction on the ability of Gilat and Comtech’s Satellite & Space Communications business to retain and hire key personnel, maintain relationships with customers, suppliers and other business partners, and operate their respective businesses; risks that Gilat will not be able to achieve the post-closing projected revenue and projected Adjusted EBITDA; disruption to current plans and operations as a result of the proposed transaction or its announcement; risks that the acquired business will not be integrated successfully into Gilat’s operations; risks that Gilat may not realize the anticipated benefits, synergies or growth opportunities from the transaction; inclujding cost synergy opportunities from cross-selling, operational efficiencies, and scale benefits across the combined organizations; changes in general economic, market and business conditions; failure to maintain market acceptance of Gilat’s products; failure to timely develop and introduce new technologies, products and applications; rapid changes in the markets in which Gilat operates; increased competition, loss of market share or pressure on prices; loss of key OEM partners; inability to attract and retain qualified personnel; inability to protect proprietary technology; and risks associated with Gilat’s international operations and its location in Israel, including those arising from regional military conflicts and geopolitical instability. For additional information regarding these and other risks and uncertainties, please refer to Gilat’s filings with the U.S. Securities and Exchange Commission. Gilat undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contact:

Gilat Satellite Networks

PublicRelations@gilat.com

Alliance Advisors

GilatIR@allianceadvisors.com

Phone: +1 212 838 3777

 

5

FAQ

What acquisition did Gilat Satellite Networks (GILT) announce in this 6-K?

Gilat, via its Wavestream subsidiary, agreed to acquire Comtech’s Satellite & Space Communications segment for $157.5 million in cash on a cash-free, debt-free basis, expanding its defense and satellite communications footprint significantly once the transaction closes, subject to regulatory approvals.

How much is Gilat (GILT) paying for Comtech’s Satellite & Space Communications segment?

Gilat agreed to pay a purchase price of $157.5 million, subject to adjustments. Wavestream has already paid a $10 million Advance Payment, with the remaining $147.5 million due in cash at closing if all conditions are satisfied.

How will Gilat (GILT) fund the Comtech Satellite & Space Communications acquisition?

The transaction is expected to be fully funded from Gilat’s existing cash resources. Gilat reports a strong balance sheet with net cash of about $170 million as of the end of Q1 2026, supporting the cash purchase without disclosed new debt.

What revenue scale does Gilat (GILT) project after the Comtech acquisition?

Gilat states that the combined company is projected to exceed $700 million in annual revenue after acquiring Comtech’s Satellite & Space Communications segment, highlighting a sizeable increase in scale across mission-critical defense, satellite, space and resilient communications markets.

What approvals and conditions must be met before Gilat’s (GILT) Comtech deal can close?

Closing requires regulatory approvals, including CFIUS clearance and Hart-Scott-Rodino antitrust review, plus accurate representations, performance of covenants, and absence of a Company Material Adverse Effect. The agreement includes termination rights if the transaction is not completed within specified timeframes.

When is Gilat (GILT) expecting to close the Comtech Satellite & Space Communications acquisition?

Gilat indicates the transaction is expected to close by the end of 2026, assuming timely satisfaction of all customary closing conditions and receipt of required regulatory approvals, including from CFIUS, the Federal Trade Commission and the Department of Justice.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 29.0 KB