Kvh Inds Inc SEC Filings

KVH Industries (KVHI) furnished a press release announcing financial results for the third quarter ended September 30, 2025. The release is provided as Exhibit 99.1.

The information in Item 2.02 and Exhibit 99.1 is furnished, not filed, under the Exchange Act. This format shares Q3 results while avoiding Section 18 liabilities typically associated with filed materials.

KVH Industries (KVHI) reported an asset acquisition to expand its maritime satellite communications presence in the Asia-Pacific region. On October 8, 2025, the company acquired certain customer and vendor agreements and other assets for approximately $3.1 million and paid approximately $0.6 million for related satellite communications equipment inventory.

The deal is expected to broaden distribution capabilities and customer coverage in Asia-Pacific and to contribute incremental gross margin, with management indicating it should be accretive to earnings. KVH’s subsidiary has offered employment to ten of the seller’s employees and arranged transition support to transfer the assets.

Some acquired agreements require counterparty consent. Where consent is not obtained, KVH expects to fulfill those agreements through subcontracting where permitted. The agreements remain terminable under their terms, and unexpected terminations could limit the anticipated benefits of the acquisition.

KVH Industries director Joseph A. Spytek received a grant of 18,000 restricted shares of common stock on 08/21/2025 as compensation for board service. The shares were issued under the company’s amended and restated 2016 Equity & Incentive Plan and will vest in four installments on 11/21/2025, 02/21/2026, 05/21/2026 and 08/21/2026, provided Mr. Spytek remains a board member. The Form 4 reports 18,000 shares beneficially owned following the transaction and indicates the filing was signed 08/28/2025.

Amendment No. 2 to a Schedule 13D updates who reports beneficial ownership of KVH Industries common stock. Black Diamond Holdings, LLLP and Stephen H. Deckoff replace BDCM CT, L.L.C. as the primary reporting advisers exercising investment discretion for the accounts holding the reported shares. The continuing reporting persons report beneficial ownership of 3,410,164 shares, representing approximately 17.6% of the outstanding shares based on 19,356,559 shares outstanding as of August 26, 2025.

As disclosed, the company issued 13,637 restricted shares to Mr. Deckoff on August 21, 2025 for board service, vesting in four installments through August 21, 2026. A joint filing agreement among the reporting persons is attached as Exhibit D. Other previously reported Schedule 13D information remains unchanged unless amended here.

Stephen H. Deckoff, a director and 10% owner of KVH Industries, Inc. (KVHI), reported a restricted stock grant and his beneficial holdings. On 08/21/2025 Mr. Deckoff was granted 13,637 shares of restricted common stock under KVH's 2016 Amended and Restated Equity & Incentive Plan; the award vests in four installments on 11/21/2025, 02/21/2026, 05/21/2026 and 08/21/2026, contingent on his board service on each date. The Form 4 shows 13,637 shares owned directly after the grant and 3,396,527 shares held indirectly by Black Diamond vehicles that Mr. Deckoff manages, with a disclaimer of beneficial ownership except for his pecuniary interest. The filing notes prior transfers of vested shares to Black Diamond and states the grant price was $0.

David Tolley, a director of KVH Industries, Inc. (KVHI), was granted 19,364 shares of restricted common stock on 08/21/2025. The grant was issued under KVH's amended and restated 2016 Equity & Incentive Plan as compensation for continued board service, including committee roles. Following the grant, Mr. Tolley beneficially owns 62,735 shares. The restricted shares vest in four installments on 11/21/2025, 02/21/2026, 05/21/2026 and 08/21/2026, provided he remains a KVH board member on each vesting date.

David B. Kagan, a director of KVH Industries, Inc. (KVHI), received a restricted stock grant of 18,728 shares on 08/21/2025 as board compensation. The grant was recorded at a $0 price and increases Mr. Kagan's reported beneficial ownership to 60,392 shares. The restricted shares vest in four installments on 11/21/2025, 02/21/2026, 05/21/2026 and 08/21/2026, each contingent on Mr. Kagan remaining a KVH board member.

Needham-affiliated entities report modest stakes in KVH Industries. Needham Investment Management L.L.C., Needham Asset Management, LLC and Needham Holdings, LLC each report beneficial ownership of 739,200 shares of KVH common stock, representing 3.8% of the class on a shared basis. The Needham Group, Inc. and George A. Needham each report beneficial ownership of 814,100 shares, representing 4.2% of the class on a shared basis.

The filers state that most reported shares are owned directly by advisory clients of Needham Investment Management, with 74,900 shares held directly by The Needham Group, Inc. All reported positions are disclosed as shared voting and dispositive power and are stated not to be held for the purpose of changing or influencing control of the issuer.

This Schedule 13G/A discloses that Michael Torok and related entities beneficially own a combined 1,400,000 shares of KVH Industries common stock, representing approximately 7.18% of the outstanding shares. The filing identifies JEC II Associates, LLC holding 690,000 shares (3.54%) and The Heidi S. Shippell-Heiland 2008 Irrevocable Trust holding 160,000 shares (0.82%), using a total share count of 19,504,764 for the calculation.

Voting and dispositive authority are specified: Mr. Torok has sole voting and dispositive power over 550,000 shares and shared voting and dispositive power over 850,000 shares. The filing is a joint Schedule 13G/A and includes a certification that the shares were not acquired to change or influence control of the issuer.