Form 8-K

8-K — AVIAT NETWORKS, INC.

Accession: 0001628280-26-029801

Filed: 2026-05-04

Period: 2026-05-04

CIK: 0001377789

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

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — avnw-20260504.htm (Primary)

EX-99.1 (fy26q3pressrelease.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: avnw-20260504.htm · Sequence: 1

avnw-20260504

0001377789false00013777892026-05-042026-05-040001377789us-gaap:CommonStockMember2026-05-042026-05-040001377789us-gaap:PreferredStockMember2026-05-042026-05-04

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): May 4, 2026

_______________________

AVIAT NETWORKS, INC.

(Exact name of registrant as specified in its charter)

______________________________________

Delaware

001-33278

20-5961564

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

200 Parker Dr., Suite C100A, Austin, Texas 78728

(Address of principal executive offices, including zip code)

(408)-941-7100

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 each exchange on which registered

Common Stock, par value $0.01 per share AVNW NASDAQ Stock Market LLC

Preferred Share Purchase Rights 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).

☐ 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 2.02 Results of Operations and Financial Condition

On May 4, 2026, Aviat Networks, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended March 27, 2026. A copy of the press release is filed as Exhibit 99.1 to this report. The Company also posted to its website an Investor Presentation with respect to its third quarter ended March 27, 2026.

The information in this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

The press release and Investor Presentation refer to certain non-GAAP financial measures. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in Exhibit 99.1 of this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1

Press Release, issued by Aviat Networks, Inc. on May 4, 2026.

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

SIGNATURE

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.

AVIAT NETWORKS, INC.

Date: May 4, 2026

By:

/s/ Andrew C. Schmidt

Name:

Andrew C. Schmidt

Title:

Senior Vice President and Chief Financial Officer

EX-99.1

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Document

Aviat Networks Announces Fiscal 2026 Third Quarter and Nine Month Financial Results

Total Q3 QTD Revenues of $100.0 million

Q3 QTD Operating Income of $0.9 million; Q3 QTD Non-GAAP Operating Income of $3.0 million

Q3 QTD Net Earnings of $(2.1) million; Q3 QTD Adjusted EBITDA of $4.4 million

Q3 QTD Diluted Earnings per Share of $(0.16); Q3 QTD Non-GAAP Diluted Earnings per Share of $0.06

AUSTIN, Texas, May 4, 2026 -- Aviat Networks, Inc. (“Aviat Networks,” “Aviat,” or the “Company”), (Nasdaq: AVNW), the leading expert in wireless transport and access solutions, today reported financial results for its fiscal 2026 third quarter ended March 27, 2026.

Third Quarter Highlights

•Recorded fiscal 2026 year-to-date revenue growth for the first nine months in North America of $2.1 million or 1.4% compared to the same nine-month period of fiscal 2025

•Increased year-to-date GAAP operating income to $13.4 million compared to $1.7 million in the comparable year-to-date period last year

•Reduced quarterly GAAP operating expenses by $1.7 million and Non-GAAP operating expenses by $0.8 million versus the year-ago period

•Maintained a trailing-twelve month book-to-bill ratio greater than 1.0

Third Quarter QTD Financial Highlights

•Total Revenues: $100.0 million

•GAAP Results: Gross Margin 29.3%; Operating Expenses $28.3 million; Operating Income $0.9 million; Net Loss $2.1 million; Net Loss per diluted share (“Net Loss per share”) $0.16

•Non-GAAP Results: Adjusted EBITDA $4.4 million; Gross Margin 29.4%; Operating Expenses $26.4 million; Operating Income $3.0 million; Net Income $0.7 million; Net Income per share $0.06

•Cash and cash equivalents: $78.1 million

•Net debt: $26.1 million

Fiscal 2026 Third Quarter and Nine Months Ended March 27, 2026

Revenues

The Company reported total revenues of $100.0 million for its fiscal 2026 third quarter, compared to $112.6 million in the fiscal 2025 third quarter, a decrease of $12.6 million or 11.2%. North America revenue of $46.2 million decreased by $3.2 million or 6.6%, compared to $49.4 million in the prior year due to timing of certain private and mobile network projects. International revenue of $53.8 million decreased by $9.4 million or 14.9%, compared to $63.2 million in the prior year, due to timing of capital expenditure plans of mobile network operators and revenue delays related to the conflict in the Middle East.

For the nine months ended March 27, 2026, revenue decreased by 0.1% to $318.8 million, compared to $319.3 million in the same period of fiscal 2025. North America revenue of $151.7 million increased by $2.1 million or 1.4%, compared to $149.6 million in the same period of fiscal 2025. International revenue of $167.1 million decreased by $2.6 million or 1.5% as compared to $169.7 million in the same period of fiscal 2025.

Gross Margins

In the fiscal 2026 third quarter, the Company reported GAAP gross margin of 29.3% and non-GAAP gross margin of 29.4%. This compares to GAAP gross margin of 34.9% and non-GAAP gross margin of 35.8% in the fiscal 2025 third quarter, a decrease of 560 and 640 basis points, respectively. The decrease was driven by regional and product mix in the quarter.

For the nine months ended March 27, 2026, the Company reported GAAP gross margin of 31.7% and non-GAAP gross margin of 32.1%. This compares to GAAP gross margin of 31.3% and non-GAAP gross margin of 32.1% in the same period of fiscal 2025, an increase of 40 and 0 basis points, respectively.

Operating Expenses

The Company reported GAAP total operating expenses of $28.3 million for the fiscal 2026 third quarter, compared to $30.0 million in the fiscal 2025 third quarter. Non-GAAP total operating expenses, excluding the impact of restructuring charges, share-based compensation, and merger and acquisition and other expenses for the fiscal 2026 third quarter were $26.4 million, compared to $27.2 million in the prior year, a decrease of $0.8 million or 3.1%.

For the nine months ended March 27, 2026, the Company reported total operating expenses of $87.6 million, compared to $98.3 million in the same period of fiscal 2025, a decrease of $10.6 million or 10.8%. Non-GAAP total operating expenses, excluding the impact of restructuring charges, share-based compensation, and merger and acquisition expenses and other expenses for the nine months ended March 27, 2026 were $81.9 million, compared to $86.4 million in the same period of fiscal 2025, a decrease of $4.5 million or 5.2%.

Operating Income

The Company reported GAAP operating income of $0.9 million for the fiscal 2026 third quarter, compared to GAAP operating income of $9.3 million in the fiscal 2025 third quarter, a decrease of $8.4 million. Operating income decreased primarily due to lower gross margin dollars. On a non-GAAP basis, the Company reported operating income of $3.0 million for the fiscal 2026 third quarter, compared to non-GAAP operating income of $13.0 million in the prior year, a decrease of $10.1 million.

For the nine months ended March 27, 2026, the Company reported a GAAP operating income of $13.4 million, compared to a GAAP operating income of $1.7 million in the same period of fiscal 2025, an increase of $11.7 million. On a non-GAAP basis, the Company reported operating income of $20.5 million, compared to an operating income of $16.1 million in the same period of fiscal 2025, an increase of $4.4 million.

Net Income / Net Income Per Share

The Company reported GAAP net loss of $2.1 million in the fiscal 2026 third quarter or GAAP net loss per share of $0.16. This compared to GAAP net income of $3.5 million or GAAP net income per share of $0.27 in the fiscal 2025 third quarter. On a non-GAAP basis, the Company reported non-GAAP net income of $0.7 million or non-GAAP net income per share of $0.06, compared to non-GAAP net income of $11.3 million or $0.88 per share in the prior year.

The Company reported GAAP net income of $3.8 million for the nine months ended March 27, 2026, or GAAP net income per diluted share of $0.29. This compared to GAAP net loss of $3.9 million or $0.30 per share in the comparable fiscal 2025 period. On a non-GAAP basis, the Company reported net income of $13.3 million or net income per share of $1.02 for the nine months ended March 27, 2026, as compared to non-GAAP net income of $10.6 million or $0.83 per share in the comparable fiscal 2025 period.

Adjusted EBITDA

Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”) for the fiscal 2026 third quarter was $4.4 million, compared to $14.9 million in the fiscal 2025 third quarter.

For the nine months ended March 27, 2026, the Company reported Adjusted EBITDA of $24.8 million, as compared to $22.0 million in the comparable fiscal 2025 period, an increase of $2.8 million.

Balance Sheet Highlights

The Company reported $78.1 million in cash and cash equivalents as of March 27, 2026, compared to $59.7 million as of June 27, 2025, an increase of $18.4 million. As of March 27, 2026, total debt was $104.3 million, an increase of $16.7 million from June 27, 2025.

Fiscal 2026 Full Year Outlook

The Company is updating its fiscal 2026 full year guidance to:

•Full year Revenue between $428 and $440 million

•Full year Adjusted EBITDA between $35.0 and $40.0 million

Conference Call Details

Aviat Networks will host a conference call at 5:00 p.m. Eastern Time (ET) today, May 4, 2026, to discuss its financial and operational results for the fiscal 2026 third quarter ended March 27, 2026. Participating on the call will be Peter Smith, President and Chief Executive Officer; Andy Schmidt, Senior Vice President and Chief Financial Officer; Jonanna Mikulenka, Vice President and Chief Accounting Officer; and Andrew Fredrickson, Vice President, Corporate Finance. Following management's remarks, there will be a question and answer period.

Interested parties may access the conference call live via the webcast through Aviat Network's Investor Relations website at investors.aviatnetworks.com/events-and-presentations/events, or may participate via telephone by registering using this online form. Once registered, telephone participants will receive the dial-in number along with a unique PIN number that must be used to access the call. A replay of the conference call webcast will be available after the call on the Company's investor relations website.

About Aviat Networks

Aviat Networks, Inc. is the leading expert in wireless transport and access solutions and works to provide dependable products, services and support to its customers. With more than one million systems sold into 170 countries worldwide, communications service providers and private network operators including state/local government, utility, federal government and defense organizations trust Aviat with their critical applications. Coupled with a long history of microwave innovations, Aviat provides a comprehensive suite of localized professional and support services enabling customers to drastically simplify both their networks and their lives. For more than 70 years, the experts at Aviat have delivered high performance products, simplified operations, and the best overall customer experience. Aviat is headquartered in Austin, Texas. For more information, visit www.aviatnetworks.com or connect with Aviat Networks on Facebook and LinkedIn.

Forward-Looking Statements

The information contained in this Current Report on Form 8-K includes forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including Aviat's beliefs and expectations regarding outlook, business conditions, new product solutions, customer positioning, future orders, bookings, new contracts, cost structure, profitability in fiscal 2026, its recent acquisitions and acquisition strategy, process improvements, measures designed to improve internal controls, its ability to maintain effective internal control over financial reporting and management systems and remediate material weaknesses, plans and objectives of management, realignment plans and review of strategic alternatives and expectations regarding future revenue, gross margin, Adjusted EBITDA, operating income or earnings or loss per share. All statements, trend analyses and other information contained herein regarding the foregoing beliefs and expectations, as well as about the markets for the services and products of Aviat and trends in revenue, and other statements identified by the use of forward-looking terminology, including "anticipate," "believe," "plan," "estimate," "expect," "goal," "will," "see," "continue," "delivering," "view," and "intend," or the negative of these terms or other similar expressions, constitute forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, forward-looking statements are based on estimates reflecting the current beliefs, expectations and assumptions of the senior management of Aviat regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Such forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should therefore be considered in light of various important factors, including those set forth in this document. Therefore, you should not rely on any of these forward-looking statements.

Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include the following: the disruption the 4RF and NEC transactions may cause to customers, vendors, business partners and our ongoing business; our ability to integrate the operations of the acquired 4RF and NEC businesses with our existing operations and fully realize the expected synergies of the 4RF and NEC transactions on the expected timeline; disruptions relating to the ongoing conflict between Russia and Ukraine and the conflict in Israel and surrounding areas; continued price and margin erosion in the microwave transmission industry; the impact of the volume, timing, and customer, product, and geographic mix of our product orders; our ability to meet financial covenant requirements; the timing of our receipt of payment; our ability to meet product development dates or anticipated cost reductions of products; our suppliers' inability to perform and deliver on time, component shortages, or other supply chain constraints; the effects of inflation; customer acceptance of new products; the ability of our subcontractors to timely perform; weakness in the global economy affecting customer spending; retention of our key personnel; our ability to manage and maintain key customer relationships; uncertain economic conditions in the telecommunications sector combined with operator and supplier consolidation; our failure to protect our intellectual property rights or defend against intellectual property infringement claims; the results of our restructuring efforts; the effects of currency and interest rate risks; the ability to preserve and use our net operating loss carryforwards; the effects of current and future government regulations; general economic conditions, including uncertainty regarding the timing, pace and extent of an economic recovery in the United States and other countries where we conduct business; the conduct of unethical business practices in developing countries; the impact of political turmoil in countries where we have significant business; our ability to realize the anticipated benefits of any proposed or recent acquisitions; the impact of tariffs, the adoption of trade restrictions affecting our products or suppliers, a United States withdrawal from or significant renegotiation of trade agreements, the occurrence of trade wars, the closing of border crossings, and other changes in trade regulations or relationships; our

ability to implement our stock repurchase program or that it will enhance long-term stockholder value; and the impact of adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions.

For more information regarding the risks and uncertainties for Aviat's business, see “Risk Factors” in Aviat's Form 10-K for the fiscal year ended June 27, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”) on September 10, 2025, as well as other reports filed by Aviat with the SEC from time to time. Aviat undertakes no obligation to update publicly any forward-looking statement, whether written or oral, for any reason, except as required by law, even as new information becomes available or other events occur in the future.

Investor Relations:

Andrew Fredrickson

Email: investorinfo@aviatnet.com

Table 1

AVIAT NETWORKS, INC.

Fiscal Year 2026 Third Quarter Summary

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended Nine Months Ended

(In thousands, except per share amounts) March 27,

2026 March 28,

2025 March 27,

2026 March 28,

2025

Revenues:

Product sales $ 68,405 $ 76,824 $ 224,699 $ 220,252

Services 31,598 35,816 94,096 99,014

Total revenues 100,003 112,640 318,795 319,266

Cost of revenues:

Product sales 51,009 51,370 158,155 158,540

Services 19,711 21,974 59,593 60,756

Total cost of revenues 70,720 73,344 217,748 219,296

Gross profit 29,283 39,296 101,047 99,970

Operating expenses:

Research and development 7,656 7,704 21,163 28,334

Selling and administrative 20,365 22,121 66,125 68,348

Restructuring charges 323 177 344 1,592

Total operating expenses 28,344 30,002 87,632 98,274

Operating income 939 9,294 13,415 1,696

Interest expense, net 1,848 1,557 5,468 4,252

Other expense (income), net 1,400 3,068 (371) 4,047

(Loss) income before income taxes (2,309) 4,669 8,318 (6,603)

(Benefit from) provision for income taxes (244) 1,141 4,503 (2,747)

Net (loss) income $ (2,065) $ 3,528 $ 3,815 $ (3,856)

Net (loss) income per share of common stock outstanding:

Basic $ (0.16) $ 0.28 $ 0.30 $ (0.30)

Diluted $ (0.16) $ 0.27 $ 0.29 $ (0.30)

Weighted-average shares outstanding:

Basic 12,918 12,689 12,844 12,672

Diluted 12,918 12,838 13,030 12,672

Table 2

AVIAT NETWORKS, INC.

Fiscal Year 2026 Third Quarter Summary

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands) March 27,

2026 June 27,

2025

(Unaudited)

ASSETS

Current Assets:

Cash and cash equivalents $ 78,129 $ 59,690

Accounts receivable, net

187,624 180,321

Unbilled receivables 85,260 105,870

Inventories 72,609 83,979

Other current assets 26,740 33,715

Total current assets 450,362 463,575

Property, plant and equipment, net 18,990 17,453

Goodwill 19,473 19,655

Intangible assets, net 24,395 26,897

Deferred income taxes 86,977 88,149

Right-of-use assets

2,214 3,113

Other assets 14,134 14,454

Total long-term assets 166,183 169,721

Total assets $ 616,545 $ 633,296

LIABILITIES AND EQUITY

Current Liabilities:

Accounts payable $ 112,063 $ 148,093

Accrued expenses 40,082 38,897

Short-term lease liabilities 547 1,090

Advance payments and unearned revenue 67,845 73,735

Other current liabilities 160 1,757

Current portion of long-term debt 5,595 18,624

Total current liabilities 226,292 282,196

Long-term debt 98,668 68,966

Unearned revenue 9,724 8,063

Long-term operating lease liabilities

1,858 2,241

Other long-term liabilities 328 430

Reserve for uncertain tax positions 3,724 3,242

Deferred income taxes 4,175 4,975

Total liabilities 344,769 370,113

Commitments and contingencies

Stockholder’s equity:

Preferred stock — —

Common stock 129 127

Treasury stock (7,576) (7,076)

Additional paid-in-capital 870,340 866,119

Accumulated deficit (573,357) (577,172)

Accumulated other comprehensive loss (17,760) (18,815)

Total stockholders’ equity 271,776 263,183

Total liabilities and stockholders’ equity $ 616,545 $ 633,296

AVIAT NETWORKS, INC.

Fiscal Year 2026 Third Quarter Summary

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND REGULATION G DISCLOSURE

To supplement the consolidated financial statements presented in accordance with accounting principles generally accepted in the United States (GAAP), we provide additional measures of gross margin, research and development expenses, selling and administrative expenses, operating expenses, operating income, provision for or benefit from income taxes, net income, net income per share, and adjusted income before interest, tax, depreciation and amortization (Adjusted EBITDA), in each case, adjusted to exclude certain costs, charges, gains and losses, as set forth below. We believe that these non-GAAP financial measures, when considered together with the GAAP financial measures provide information that is useful to investors in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionate positive or negative impact on results in any particular period. We also believe these non-GAAP measures enhance the ability of investors to analyze trends in our business and to understand our performance. In addition, we may utilize non-GAAP financial measures as a guide in our forecasting, budgeting and long-term planning process and to measure operating performance for some management compensation purposes. Any analysis of non-GAAP financial measures should be used only in conjunction with results presented in accordance with GAAP. Reconciliations of these non-GAAP financial measures with the most directly comparable financial measures calculated in accordance with GAAP follow.

1We have not reconciled Adjusted EBITDA guidance to its corresponding GAAP measure due to the high variability and difficulty in making accurate forecasts and projections, particularly with respect to merger and acquisition costs and share-based compensation. In particular, share-based compensation expense is affected by future hiring, turnover, and retention needs, as well as the future fair market value of our common stock, all of which are difficult to predict and subject to change. Accordingly, reconciliations of forward-looking Adjusted EBITDA are not available without unreasonable effort.

Table 3

AVIAT NETWORKS, INC.

Fiscal Year 2026 Third Quarter Summary

RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES (1)

Condensed Consolidated Statements of Operations

(Unaudited)

Three Months Ended Nine Months Ended

March 27, 2026 % of

Revenue March 28, 2025 % of

Revenue March 27, 2026 % of

Revenue March 28, 2025 % of

Revenue

(In thousands, except percentages and per share amounts)

GAAP gross margin $ 29,283 29.3 % $ 39,296 34.9 % $ 101,047 31.7 % $ 99,970 31.3 %

Share-based compensation 37 (1) 105 214

Merger and acquisition and other expenses 69 995 1,247 2,295

Non-GAAP gross margin 29,389 29.4 % 40,290 35.8 % 102,399 32.1 % 102,479 32.1 %

GAAP research and development expenses $ 7,656 7.7 % $ 7,704 6.8 % $ 21,163 6.6 % $ 28,334 8.9 %

Share-based compensation (35) (149) (98) (456)

Non-GAAP research and development expenses 7,621 7.6 % 7,555 6.7 % 21,065 6.6 % 27,878 8.7 %

GAAP selling and administrative expenses $ 20,365 20.4 % $ 22,121 19.6 % $ 66,125 20.7 % $ 68,348 21.4 %

Share-based compensation (1,508) (1,840) (4,280) (4,956)

Merger and acquisition and other expenses (70) (595) (1,057) (4,890)

Non-GAAP selling and administrative expenses 18,787 18.8 % 19,686 17.5 % 60,788 19.1 % 58,502 18.3 %

GAAP operating expense $ 28,344 28.3 % $ 30,002 26.6 % $ 87,632 27.5 % $ 98,274 30.8 %

Share-based compensation (1,543) (1,989) (4,378) (5,412)

Merger and acquisition and other expenses (70) (595) (1,057) (4,890)

Restructuring charges (323) (177) (344) (1,592)

Non-GAAP operating expense 26,408 26.4 % 27,241 24.2 % 81,853 25.7 % 86,380 27.1 %

GAAP operating income $ 939 0.9 % $ 9,294 8.3 % $ 13,415 4.2 % $ 1,696 0.5 %

Share-based compensation 1,580 1,988 4,483 5,626

Merger and acquisition and other expenses 139 1,590 2,304 7,185

Restructuring charges 323 177 344 1,592

Non-GAAP operating income 2,981 3.0 % 13,049 11.6 % 20,546 6.4 % 16,099 5.0 %

GAAP income tax (benefit) provision $ (244) (0.2) % $ 1,141 1.0 % $ 4,503 1.4 % $ (2,747) (0.9) %

Adjustment to reflect pro forma tax rate 644 (941) (2,703) 3,947

Non-GAAP income tax provision 400 0.4 % 200 0.2 % 1,800 0.6 % 1,200 0.4 %

GAAP net (loss) income $ (2,065) (2.1) % $ 3,528 3.1 % $ 3,815 1.2 % $ (3,856) (1.2) %

Share-based compensation 1,580 1,988 4,483 5,626

Merger and acquisition and other expenses 139 1,590 2,304 7,185

Restructuring charges 323 177 344 1,592

Other expense (income), net 1,400 3,068 (371) 4,047

Adjustment to reflect pro forma tax rate (644) 941 2,703 (3,947)

Non-GAAP net income $ 733 0.7 % $ 11,292 10.0 % $ 13,278 4.2 % $ 10,647 3.3 %

Diluted net (loss) income per share:

GAAP $ (0.16) $ 0.27 $ 0.29 $ (0.30)

Non-GAAP $ 0.06 $ 0.88 $ 1.02 $ 0.83

Shares used in computing diluted net (loss) income per share

GAAP 12,918 12,838 13,030 12,672

Non-GAAP 13,074 12,838 13,030 12,818

Adjusted EBITDA:

GAAP net (loss) income $ (2,065) (2.1) % $ 3,528 3.1 % $ 3,815 1.2 % $ (3,856) (1.2) %

Depreciation and amortization of property, plant and equipment and intangible assets 1,426 1,830 4,247 5,935

Interest expense, net 1,848 1,557 5,468 4,252

Other expense (income), net 1,400 3,068 (371) 4,047

Share-based compensation 1,580 1,988 4,483 5,626

Merger and acquisition and other expenses 139 1,590 2,304 7,185

Restructuring charges 323 177 344 1,592

(Benefit from) provision for income taxes (244) 1,141 4,503 (2,747)

Adjusted EBITDA

$ 4,407 4.4 % $ 14,879 13.2 % $ 24,793 7.8 % $ 22,034 6.9 %

(1)

The adjustments above reconcile our GAAP financial results to the non-GAAP financial measures used by us. Our non-GAAP net income excluded share-based compensation, and other non-recurring charges (recovery). Adjusted EBITDA was determined by excluding depreciation and amortization on property, plant and equipment, interest, provision for or benefit from income taxes, and non-GAAP pre-tax adjustments, as set forth above, from GAAP net income. We believe that the presentation of these non-GAAP items provides meaningful supplemental information to investors, when viewed in conjunction with, and not in lieu of, our GAAP results. However, the non-GAAP financial measures have not been prepared under a comprehensive set of accounting rules or principles. Non-GAAP information should not be considered in isolation from, or as a substitute for, information prepared in accordance with GAAP. Moreover, there are material limitations associated with the use of non-GAAP financial measures.

Table 4

AVIAT NETWORKS, INC.

Fiscal Year 2026 Third Quarter Summary

SUPPLEMENTAL SCHEDULE OF REVENUE BY GEOGRAPHICAL AREA

(Unaudited)

Three Months Ended Nine Months Ended

March 27,

2026 March 28,

2025 March 27,

2026 March 28,

2025

(In thousands)

North America $ 46,165 $ 49,402 $ 151,713 $ 149,589

International:

Africa and the Middle East 16,446 15,086 43,868 38,210

Europe 10,333 9,429 29,318 23,376

Latin America and Asia Pacific 27,059 38,723 93,896 108,091

Total international 53,838 63,238 167,082 169,677

Total revenue $ 100,003 $ 112,640 $ 318,795 $ 319,266

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May 04, 2026

Entity Listings [Line Items]

Document Type

8-K

Document Period End Date

May 04, 2026

Entity Registrant Name

AVIAT NETWORKS, INC.

Entity Incorporation, State or Country Code

Entity File Number

001-33278

Entity Tax Identification Number

20-5961564

Entity Address, Address Line One

200 Parker Dr., Suite C100A

Entity Address, City or Town

Austin

Entity Address, State or Province

Entity Address, Postal Zip Code

78728

City Area Code

(408)

Local Phone Number

941-7100

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

Entity Central Index Key

0001377789

Amendment Flag

false

Common Stock

Entity Listings [Line Items]

Title of 12(b) Security

Common Stock, par value $0.01 per share

Trading Symbol

AVNW

Security Exchange Name

NASDAQ

Preferred Stock

Entity Listings [Line Items]

Title of 12(b) Security

Preferred Share Purchase Rights

No Trading Symbol Flag

true

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

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No definition available.

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- Definition

Area code of city

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- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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- Definition

Name of the City or Town

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- Definition

Code for the postal or zip code

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- Definition

Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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-Publisher SEC

-Name Exchange Act

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Publisher SEC

-Name Exchange Act

-Number 240

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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- Definition

Local phone number for entity.

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No definition available.

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Data Type:

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- Definition

Boolean flag that is true only for a security having no trading symbol.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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- Definition

Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Section 12

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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-Section 14a

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- Definition

Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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