Form 8-K

8-K — FREQUENCY ELECTRONICS INC

Accession: 0001185185-26-004889

Filed: 2026-10-21

Period: 2026-10-15

CIK: 0000039020

SIC: 3825 (INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS)

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — feim8k102126.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (feimex99-1.htm)

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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

Date of Report (Date of Earliest Event Reported):

October 15, 2026

FREQUENCY ELECTRONICS, INC.

(Exact name of registrant as specified in its

charter)

Delaware

1-8061

11-1986657

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

Charles Lindbergh Blvd., Mitchel Field, NY

11553

(Address of principal executive offices)

(Zip Code)

(516) 794-4500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since

last report)

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 (see General Instruction A.2. below):

☐ 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 each exchange on which registered

Common Stock (par value $1.00 per share)

FEIM

NASDAQ Global Market

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.

On October 15, 2026, the Board of Directors

(the “Board”) of Frequency Electronics, Inc. (the “Company”) elected Allen Kaplan as the Company’s Chief

Financial Officer, effective November 1, 2026 (the “Effective Date”). In connection therewith, Steven L. Bernstein notified

the Company of his intention to retire as Chief Financial Officer, Secretary and Treasurer of the Company, effective as of the Effective

Date. In order to support a smooth transition of leadership, the Company plans to enter into a one-year consulting agreement with Mr.

Bernstein pursuant to which Mr. Bernstein will provide transition services to the Company for the period beginning on the Effective Date.

As the Company’s Chief Financial Officer, Mr. Kaplan will serve as the Company’s principal financial officer and principal

accounting officer.

Mr. Kaplan, age 45, has served as Vice President,

Finance and Business Operations for the Defense Sector of Leidos, Inc., a subsidiary of Leidos Holdings, Inc. (NYSE: LDOS), since January

2026. Mr. Kaplan joined Leidos in 2016 and previously served as Business Operations Director from 2022 to January 2026 and as Business

Operations Senior Manager from 2020 to 2022, having held roles of increasing responsibility in finance and business operations at Leidos

from 2016 to 2020. Prior to joining Leidos, Mr. Kaplan was employed by Lockheed Martin Corporation from 2005 to 2016, where he held various

roles of increasing responsibility. Mr. Kaplan holds an MBA from Villanova University and a B.S. in Supply Chain Management from Pennsylvania

State University.

In connection with his election as Chief Financial

Officer of the Company, Mr. Kaplan’s annual base salary will be $280,000. He will also receive (i) an annual target performance

bonus of 50% of his base salary to be paid following the finalization of the fiscal year end financial statements, which performance bonus

will be pro-rated for fiscal year 2027, (ii) a one-time supplemental bonus of $37,500 to be paid in May 2027, (iii) a one-time new hire

equity award in the form of 5,000 restricted stock units (the “RSU Award”) and 5,000 performance stock units (the “PSU

Award”). The RSU Award is expected to be granted on the Effective Date and will vest in four equal installments on November 1, 2027,

November 1, 2028, November 1, 2029 and November 1, 2030. The PSU Award is expected to be granted in two installments: (i) 1,500 performance

stock units will be granted after the financial statements for the fiscal year ending April 30, 2027 are finalized and (ii) 3,500 stock

units will be granted after the financial statements for the fiscal year ending April 30, 2028 are finalized. The PSU Award will vest,

if at all, in four equal installments from the grant date. The Company will also reimburse Mr. Kaplan for relocation and temporary housing

expenses in an amount up to $75,000.

There are no arrangements or understandings between Mr. Kaplan and

any other person pursuant to which Mr. Kaplan was selected as an officer, and Mr. Kaplan does not have a family relationship with any

of the Company’s directors or executive officers. Additionally, neither Mr. Kaplan nor any member of his immediate family has a

direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On October 21, 2026, the Company

issued a press release announcing the election of Mr. Kaplan and to publicly reaffirm its previously announced fiscal year 2029 financial

targets. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01

by reference.

In accordance with General

Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not

be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject

to the liabilities of that section. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall

not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall

be expressly set forth by specific reference in such filing or document.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press release issued on October 21, 2026.

104

Cover Page Interactive Data File (formatted in Inline XBRL).

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 hereunto

duly authorized.

FREQUENCY ELECTRONICS, INC.

By:

/s/ Thomas McClelland

Thomas McClelland

President and Chief Executive Officer

Dated: October 21, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: feimex99-1.htm · Sequence: 2

Exhibit 99.1

PRESS RELEASE

Frequency Electronics Announces Chief Financial

Officer Transition; Reaffirms Fiscal 2029 Financial Targets

Mitchel Field, NY, October 21, 2026

– Today, Frequency Electronics, Inc. (Nasdaq: FEIM) (“FEI” or the “Company”) announced the election of Allen

Kaplan as its new Chief Financial Officer (CFO), effective November 1, 2026. As CFO, Mr. Kaplan will join the Company’s senior executive

leadership team and will report directly to President and Chief Executive Officer (CEO) Tom McClelland.

Mr. Kaplan joins FEI following a distinguished

career at Leidos Defense Sector, where, as Vice President of Finance and Business Operations, he most recently led financial strategy,

pricing, capital investment and program financial performance for a large portfolio of defense programs. These manufacturing programs

spanned the full life cycle from prototype through full-rate production. He succeeds Steven L. Bernstein, who will retire effective November

1, 2026.

“I am pleased to welcome Allen

to FEI in this very important role - he brings over 21 years of experience leading financial and accounting teams in our industry, and

we are excited to work with him as our CFO,” said Tom McClelland, President and CEO, Frequency Electronics, Inc. “I also want

to thank Steven L. Bernstein for his dedicated service to the Company over the last 16 years and wish him all the best in his well-deserved

retirement.”

Mr. Kaplan’s tenure at Leidos

included serving as Business Operations Director beginning in 2022 and, prior to that, roles of increasing responsibility in finance and

business operations beginning in 2016. Previously, he was employed by Lockheed Martin Corporation from 2005 to 2016, where he served in

various roles of increasing responsibility.

Mr. Kaplan earned a Bachelor’s degree

in Supply Chain Management from Pennsylvania State University and a Master of Business Administration from Villanova University.

As part of this management transition

announcement, the Company is also reaffirming its previously provided three-year financial targets of:

● Minimum

revenue of $150 million by the fiscal year ended April 30, 2029;

● Minimum

gross margin of 50% by the fiscal year ended April 30, 2029; and

● Minimum

operating margin of 30% by the fiscal year ended April 30, 2029.

About

Frequency Electronics

Frequency Electronics,

Inc. (FEI) is a world leader in precision time and frequency generation technology, which is incorporated into commercial and U.S. Government

satellites, Command, Control, Communication, Computer, Intelligence, Surveillance and Reconnaissance (“C4ISR”), and Electronic

Warfare (“EW”) systems. Its technology is used for a wide range of space and non-space applications. FEI has received over

100 awards of excellence for achievements in providing high performance electronic assemblies for over 150 space and Department of War

programs. The Company invests significant resources in research and development to expand its capabilities and markets.

Forward-Looking

Statements

The statements

in this press release regarding future earnings and operations, including statements regarding our three-year gross margin target, our

three-year operating margin target, our three-year revenue target and similar targets or objectives, and other statements relating to

the future constitute “forward-looking” statements pursuant to the safe harbor provisions of the Private Securities Litigation

Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially

from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, the risks

associated with reliance on key customers, including the U.S. government, the Company’s use of estimates when accounting for contracts,

actions by significant customers or competitors, competitive factors, new products and technological changes, continued acceptance of

the Company’s products in the marketplace, dependence upon third-party vendors, product prices and raw material costs, the Company’s

ability to attract and retain key employees, general domestic and international economic conditions, health epidemics and pandemics, external

disruptions to the Company’s facilities or supply chain, the Company’s operations in a highly regulated industry, the outcome

of any litigation and arbitration proceedings, cybersecurity attacks, noncompliance with any of the covenants in the credit agreement,

volatility in the Company’s stock price, including due to the relatively low trading volume of its common stock, and failure to

maintain an effective system of internal controls over financial reporting. The factors listed above are not exhaustive and should be

read in conjunction with the other cautionary statements that are included in this release and in our filings with the Securities and

Exchange Commission. The Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2026, filed on July 17, 2026 with

the Securities and Exchange Commission includes additional factors that could materially and adversely impact the Company’s business,

financial condition and results of operations, as such factors are updated from time to time in our periodic filings with the Securities

and Exchange Commission, which are accessible on the Securities and Exchange Commission’s website at www.sec.gov. Moreover, the

Company operates in a very competitive and rapidly changing environment. New factors emerge from time to time and it is not possible for

management to predict the impact of all these factors on the Company’s business, financial condition or results of operations or

the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking

statements. Given these risks and uncertainties, investors should not rely on forward-looking statements as a prediction of actual results.

Any or all of the forward-looking statements contained in this press release and any other public statement made by the Company or its

management may turn out to be incorrect. The Company expressly disclaims any 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 information:

Dr. Thomas McClelland, President and Chief Executive Officer

TELEPHONE:

(516) 794-4500 EXT.5000

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