Form 8-K

8-K — COMTECH TELECOMMUNICATIONS CORP /DE/

Accession: 0000023197-26-000088

Filed: 2026-10-05

Period: 2026-10-01

CIK: 0000023197

SIC: 3663 (RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — cmtl-20261001.htm (Primary)

EX-99.1 (exhibit991-pressreleasexco.htm)

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Filename: cmtl-20261001.htm · Sequence: 1

cmtl-20261001

FALSECOMTECH TELECOMMUNICATIONS CORP /DE/000002319700000231972026-10-012026-10-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

October 1, 2026

0-7928

Date of Report

(Date of earliest event reported)

Commission File Number

(Exact name of registrant as specified in its charter)

Delaware 11-2139466

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification Number)

305 N 54th Street,

Chandler, Arizona 85226

(Address of Principal Executive Offices) (Zip Code)

(480) 333-2200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of exchange on which registered

Common Stock, par value $0.10 per share CMTL NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Director

The Board of Directors (the “Board”) of Comtech Telecommunications Corp. (“Comtech” or the “Company”) appointed Christopher D. Maloney as an independent director, effective October 1, 2026. Mr. Maloney has been a Partner of Maloney Holdings LP since 2018. He founded TriTech Software Systems in 1993 and served as its Chief Executive Officer and Chairman until its sale to Bain Capital in 2018. Under his leadership, TriTech grew to more than 750 employees and 3,000 installations across 14 countries, and successfully completed 14 acquisitions. From 2021 to 2024, he served as CEO and a director of SOMA Global, a cloud-based public safety software provider. Mr. Maloney currently serves as an independent director of ImageTrend, a provider of data management and analytics software for EMS, fire and hospital organizations. He also serves as a director of GovWorx, an artificial intelligence company that builds tools to support 9-1-1 dispatchers, and Tango Tango, which connects cellular devices to the radio systems used by police, fire and EMS agencies. He previously served as an independent director of EverDriven from 2020 until its sale to Charlesbank in 2024. He also served as a director of Incident Response Technology from 2019 until its sale to Omnigo Software in 2021. Since 2018, he has been an advisor to and limited partner of Cove Hill Partners. Mr. Maloney holds a bachelor's degree in Management Science and Computer Science from the University of California, San Diego.

Mr. Maloney’s extensive leadership experience in building, leading, and governing public safety and mission critical communications technology companies, including direct operating and board service in 9-1-1 dispatch and emergency communications, qualifies him to serve on the board.

His appointment satisfies the Company’s obligation under that certain director agreement, dated June 14, 2026, with Magnetar Financial LLC, as representative of the Investors, and the investors named therein (the “Investors”).

The Board has determined that Mr. Maloney qualifies as an independent director in accordance with the requirements of the Nasdaq Stock Exchange. Mr. Maloney will serve on the Nominating and Governance Committee and the Strategic Review Committee of the Board.

There are no other arrangements or understandings between Mr. Maloney and any other persons pursuant to which Mr. Maloney was selected as a director, and there are no transactions in which Mr. Maloney has an interest which require disclosure under Item 404(a) of Regulation S-K. Mr. Maloney will receive compensation for service on the Board in accordance with the standard compensatory arrangement described in the Company’s proxy statement filed with the Securities and Exchange Commission on January 30, 2026, for non-employee directors. In connection with his appointment, Mr. Maloney and the Company will enter into an Indemnification Agreement in the same form as the Form of Indemnification Agreement which was previously filed as Exhibit 10.1 to the Company’s Form 8-K filed on December 13, 2024.

On October 5, 2026, the Company issued a press release announcing the appointment of Mr. Maloney, a copy of which is filed as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1

Press Release, dated October 5, 2026, issued by Comtech Telecommunications Corp.

104 Cover Page Interactive Data File (embedded within the Inline XBRL Document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMTECH TELECOMMUNICATIONS CORP.

Dated: October 5, 2026

By: /s/ Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Financial Officer

EX-99.1

Filename: exhibit991-pressreleasexco.htm · Sequence: 2

Document

EXHIBIT 99.1

Comtech Appoints Christopher D. Maloney to its Board of Directors

Addition Supports Comtech's Transition to a Focused Public Safety Technology Company

Chandler, Ariz. – October 5, 2026 – Comtech Telecommunications Corp. (NASDAQ: CMTL) (“Comtech” or the “Company”), a global communications technology leader, today announced that its Board of Directors (the “Board”) has appointed Christopher D. Maloney as an independent director, effective October 1, 2026. Following Mr. Maloney's appointment, the Board will consist of seven directors.

Mr. Maloney brings four decades of leadership experience building and governing public safety and mission critical communications technology companies, including direct operating and board service in 9-1-1 emergency communications. He founded and built TriTech Software Systems into the largest public safety software company in the world, with more than 3,000 installations across 14 countries, before leading its sale to Bain Capital in 2018. He currently holds board and investor roles across a number of private-equity-backed public safety and government technology companies.

“We are thrilled to welcome Chris to the Board,” said Ken Traub, Chairman, President and CEO of Comtech. “He is a highly accomplished leader with deep public safety market expertise, which will be invaluable as we are sharpening the Company’s focus on public safety following the anticipated closing of the sale of most of the Satellite & Space Communications segment. We look forward to benefitting from Chris’ extensive background in mission critical communications as we continue building Allerium's leadership position in the market.”

“I have known Chris for more than 25 years, and have seen firsthand how the companies he founded have advanced public safety technology and improved emergency response for the agencies and communities that depend on it,” said Jeff Robertson, President of Allerium. “We are entering a period of real change as artificial intelligence and data-driven tools begin to support telecommunicators and first responders on the front lines. As we seek to modernize while maintaining the trust of the 9-1-1 community, Chris’ experience and judgment will be extremely valuable, and I am excited to have him help shape Allerium’s future growth.”

“It’s an honor to join Comtech's Board of Directors," said Mr. Maloney. “As we transition from traditional 9-1-1 phone calls to more proactive data and situational awareness on incidents, Allerium is well positioned to deliver this new vision of emergency response. I look forward to helping drive this life saving innovation with the Allerium team.”

About Christopher D. Maloney

Mr. Maloney has been a Partner of Maloney Holdings LP since 2018. He founded TriTech Software Systems in 1993 and served as its Chief Executive Officer and Chairman until its sale to Bain Capital in 2018. Under his leadership, TriTech grew to more than 750 employees and 3,000 installations across 14 countries, and successfully completed 14 acquisitions. From 2021 to 2024, he served as CEO and a director of SOMA Global, a cloud-based public safety software provider. Mr. Maloney currently serves as an independent director of ImageTrend, a provider of data management and analytics software for EMS, fire and hospital organizations. He also serves as a director of GovWorx, an artificial intelligence company that builds tools to support 9-1-1 dispatchers, and Tango Tango, which connects cellular devices to the radio systems used by police, fire and EMS agencies. He previously served as an independent director of EverDriven from 2020 until its sale to Charlesbank in 2024. He also served as a director of Incident Response Technology from 2019 until its sale to Omnigo Software in 2021. Since 2018, he has been an advisor to and limited partner of Cove Hill Partners. Mr. Maloney holds a bachelor's degree in Management Science and Computer Science from the University of California, San Diego.

About Comtech

Comtech Telecommunications Corp. delivers trusted mission-critical communications solutions used by military forces, government agencies, public safety organizations, mobile network operators and communities around the world. With nearly 60 years of global communications technology leadership, Comtech provides secure, resilient systems proven to perform in the world’s most demanding environments. Through advanced satellite and space communications systems and Allerium’s Next Generation 9-1-1 emergency services and location-intelligence platforms, Comtech delivers reliable connectivity across orbit, network and ground to keep essential missions, services and communities connected when it matters most. For more information, please visit www.comtech.com.

Cautionary Note Regarding Forward-Looking

Certain information in this press release contains, and oral statements made by its representatives from time to time may contain, forward-looking statements. Forward-looking statements can be identified by words such as: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “goal,” “outlook,” “intend,” “likely,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “would,” and similar references to future periods, or the negative of those words and expressions, as well as statements in future tense. Forward-looking statements include, among others, statements regarding the expected completion of, the anticipated benefits of, and its plans, strategies and objectives relating to, the pending transaction with Gilat Satellite Networks Ltd, including the time frame in which such proposed transaction will occur, its expectations for further portfolio-shaping opportunities, its expectations for other operational initiatives, its expectations for completing further financing initiatives, its future performance and financial condition, the plans and objectives of its management and its assumptions regarding such future performance, financial condition, and plans and objectives that involve certain significant known and unknown risks and uncertainties and other factors not under its control which may cause its actual results, future performance and financial condition, and achievement of its plans and objectives of its management to be materially different from the results, performance or other expectations implied by these forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or its good faith belief with respect to future events, and is subject to risks and uncertainties that are difficult to predict and many of which are outside of its control. Factors that could cause actual results to differ materially from current expectations include, among other things: its ability to consummate the transactions on a timely basis or at all; unexpected costs, liabilities or delays in connection with the proposed transaction; the significant transaction costs associated with the proposed transaction; negative effects of the announcement, pendency or consummation of the transaction on the market price of its common stock or operating results, including as a result of changes in key customer, supplier, employee or other business relationships; the risk of litigation or regulatory actions; its inability to retain and hire key personnel; further portfolio-shaping opportunities, other operational initiatives, and the completion of further financing activities; its ability to access capital and liquidity; changes in its executive leadership; the possibility that the expected benefits from its strategic activities will not be fully realized, or will not be realized within the anticipated time periods; the risk that acquired businesses will not be integrated successfully; impacts from, and uncertainties regarding, future actions that may be taken by activist stockholders; the possibility of disruption from acquisitions or dispositions, making it more difficult to maintain business and operational relationships or retain key personnel; the risk that it will be unsuccessful in implementing a tactical shift in its Satellite and Space Communications segment away from bidding on large commodity service contracts and toward pursuing contracts for its niche products and solutions with higher margins; the nature and timing of its receipt of, and its performance on, new or existing orders that can cause significant fluctuations in net sales and operating results; the timing and funding of government contracts; the timing and amount of adjustments to gross profits on long-term contracts; risks associated with international sales; rapid technological change; evolving industry standards; new product announcements and enhancements or rebranding; changing customer demands and/or procurement strategies and its ability to scale opportunities and deliver solutions to current and prospective customers; changes and uncertainty in prevailing economic and political conditions (including financial and capital market conditions), including as a result of military conflicts or any tariff, trade restrictions or similar matters; impact of government shutdowns; changes to government procurement practices; changes in the price of oil in global markets; changes in prevailing interest rates and foreign currency exchange rates; risks associated with its legal proceedings, customer claims for indemnification, and other similar matters; risks associated with its obligations under its credit facilities; risks associated with its large contracts; risks associated with supply chain disruptions; and other factors described in this and its other filings with the Securities and Exchange Commission (“SEC”). However, these risks are not the only risks that it faces. Additional risks and uncertainties, not currently known to the Company or that do not currently appear to be material, may also materially adversely affect its business, financial condition and/or operating results in the future. The Company describes risks and uncertainties that could cause actual results and events to differ materially in the “Risk Factors” (Part I, Item 1A), “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part II, Item 7) and “Quantitative and Qualitative Disclosures about Market Risk” (Part II, Item 7A) sections of its Annual Report on Form 10-K, filed with the SEC on November 10, 2025, as the same may be updated from time to time in the Company's various filings with the SEC. The Company does not intend to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, except as required by law.

Investor Relations Contact

Media Contacts

Maria Ceriello Jamie Clegg Longacre Square Partners

631-962-7115 480-532-2523 comtech@longacresquare.com

Maria.Ceriello@comtech.com Jamie.Clegg@comtech.com

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