UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 25, 2025
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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:
Securities registered pursuant to Section 12(b) of the Act:
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☐ 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 August 27, 2025, Aviat Networks, Inc. (the “Company” or “Aviat”) issued a press release reporting preliminary financial results for the fiscal year ended June 27, 2025. These figures are preliminary, unaudited and subject to change pending the filing of the Annual Report on Form 10-K for the fiscal year ended June 27, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Interim Chief Financial Officer
On August 27, 2025, Aviat Networks, Inc. (the “Company” or “Aviat”) announced the appointment of Andrew M. Fredrickson as the Company’s Interim Chief Financial Officer effective after the Company files their Form 10-K for fiscal year 2025.
Mr. Fredrickson (age 35) has extensive experience in corporate development, strategy execution, capital markets, and investor relations. Mr. Fredrickson joined Aviat in 2022 as the Company’s Director of Corporate Development and Investor Relations. In 2025, Mr. Fredrickson became the Vice President of Corporate Finance of the Company where he leads the corporate development, investor relations, and treasury functions globally.
Before joining Aviat, from 2019 until he joined Aviat in 2022, Mr. Fredrickson held various strategy roles at JELD-WEN, a global manufacturer of building products. From 2014 until 2017, Mr. Fredrickson worked as an investment analyst at The Motley Fool. He began his career in investment banking at William Blair in 2012. He holds an MBA from Duke University's Fuqua School of Business and a Bachelor of Science from the University of Virginia.
The Company will enter into an employment agreement with Mr. Fredrickson in connection with his appointment as Interim Chief Financial Officer (the “Employment Agreement”). This description of the Employment Agreements is qualified in its entirety by the final terms of the Employment Agreement, a form of which is expected to be filed with the Company’s next Current Report on Form 10-Q.
The Employment Agreement provides for a monthly stipend of $10,000 in addition to Mr. Fredrickson’s annual base salary (which is $250,000 per year for his position as Vice President Corporate Finance), subject to review and adjustment by the Company’s Board of Directors (the “Board”). Mr. Fredrickson will remain eligible to participate in the Company’s Annual Incentive Plan with a current target annual bonus of 35% of base salary, based upon achievement of the same performance objectives, floors and caps determined by the Board for the Annual Incentive Plan for executives generally. Mr. Fredrickson is also eligible to participate in the Company’s Long-Term Incentive Program.
Mr. Fredrickson will receive a one-time award of $60,000 of restricted stock units pursuant to the Company’s equity-based incentive plan, with a one year vesting period, with the applicable vesting date for such awards on the first anniversary of his start date of his service as Interim Chief Financial Officer.
The original term of the Employment Agreement is from the date the Company files the fiscal year 2025 Form 10-K until the appointment by the Board of a permanent Chief Financial Officer, subject to extension thereof unless timely notice of non-renewal is given by either the Company or Mr. Fredrickson. The Company may terminate Mr. Fredrickson’s employment with or without Cause (as defined within the Employment Agreement) at any time.
In the event that Mr. Fredrickson’s employment as Interim Chief Financial Officer terminates due to non-renewal of the Employment Agreement, Mr. Fredrickson will not be entitled to any compensation or benefits from the Company other than those earned through the date of termination of employment. If, within the three (3) months preceding or the twelve (12) months following any “change in control” (as defined within the Employment Agreement), Mr. Fredrickson experiences a Qualifying Termination (as defined within the Employment Agreement) and signs a general release of claims in favor of the Company, Mr. Fredrickson will be entitled to all of Mr. Fredrickson’s outstanding equity awards fully vesting (with performance awards vesting based on actual performance (if determinable) or target).
The Employment Agreement mandates that Mr. Fredrickson’s confidentiality obligations continue even after Mr. Fredrickson’s termination of employment.
The selection of Mr. Fredrickson to serve as the Company’s Interim Chief Financial Officer was not pursuant to any arrangement or understanding with any other person. Mr. Fredrickson does not have a family relationship with any of the officers or directors of the Company.
There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.
Departure of Chief Financial Officer
On August 25, 2025, Michael Connaway, Senior Vice President and Chief Financial Officer of the Company, notified the Company of his voluntary resignation from his position, such resignation to be effective after the Company files its Form 10-K for fiscal year 2025.
Item 7.01 Regulation FD Disclosure.
On August 27, 2025, the Company issued a press release regarding the appointment of Mr. Fredrickson. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | ||||
| 99.1 | |||||
| 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: August 27, 2025 | By: | /s/ Peter A. Smith | ||||||||||||||||||
Name: | Peter A. Smith | |||||||||||||||||||
Title: | Chief Executive Officer | |||||||||||||||||||
Aviat Networks Announces CFO Transition and Preliminary Results for Fourth Quarter Fiscal 2025
AUSTIN, Texas – August 27, 2025 – Aviat Networks, Inc. (NASDAQ: AVNW), (“Aviat” or the “Company”) the leading expert in wireless transport and access solutions, announced today that Michael Connaway, Senior Vice President and Chief Financial Officer (“CFO”), will resign from his position to pursue another opportunity outside of the industry, effective after the Company files its Form 10-K for fiscal year 2025.
Andrew Fredrickson, currently Aviat’s Vice President of Corporate Finance, will assume the role of Interim CFO upon Mr. Connaway’s departure. Aviat has initiated a search process, with the assistance of a leading executive search firm, to identify a permanent CFO.
“I would like to thank Michael for his contribution to Aviat during his tenure and wish him the best in his future endeavors,” said Pete Smith, President and Chief Executive Officer of Aviat. “I also want to thank Andrew for stepping into the Interim CFO role and leading the finance organization during the search process. His experience and familiarity with Aviat and its stakeholders will help to provide a smooth transition.”
The Company is providing the following preliminary results for the fiscal fourth quarter ended June 27, 2025:
GAAP Net Income
•The Company estimates GAAP net income for the fourth quarter to be greater than $4.5 million, compared to net income of $1.5 million reported in the year-ago period.
Non-GAAP Adjusted EBITDA
•The Company estimates non-GAAP Adjusted EBITDA for the fourth quarter to be greater than $14.0 million, compared to $11.9 million in the year-ago period.
Information Regarding Preliminary Results
The preliminary estimated financial information contained in this news release reflects management’s estimates based solely upon information available to it as of the date of this news release and is not a comprehensive statement of the Company’s financial results for the fiscal fourth quarter ended June 27, 2025. The information presented herein should not be considered a substitute for full unaudited financial statements for the fiscal fourth quarter ended June 27, 2025 and should not be regarded as a representation by the Company or its management as to its actual financial results for the fiscal fourth quarter ended June 27, 2025. The preliminary estimated financial results described above constitute forward-looking statements. The preliminary estimated financial information presented herein is subject to change, and the Company’s actual financial results may differ from such preliminary estimates and such differences could be material. Accordingly, you should not place undue reliance upon these preliminary estimates.
Forward-Looking Statements
Certain matters discussed constitute forward-looking statements within the meaning of the federal securities laws. All statements contained in this notification that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the potential Company’s preliminary financial results. These forward-looking statements are based on management’s current expectations.
These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from expectations include, but are not limited to the risks discussed in detail in “Item 1A. Risk Factors” of the Company’s most recent Annual Report on Form 10-K, as updated by its other filings with the SEC. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise, except as required by law.
About Aviat Networks, Inc.
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.
AVIAT NETWORKS, INC.
Fiscal Year 2025
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND REGULATION G DISCLOSURE
(Unaudited)
| To supplement the consolidated financial statements presented in accordance with accounting principles generally accepted in the United States (GAAP), we provide 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 this non-GAAP financial measure, when considered together with the GAAP financial measure provides 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 this non-GAAP measure enhances 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 this non-GAAP financial measure with the most directly comparable financial measure calculated in accordance with GAAP follow. | ||
| We believe that the presentation of this non-GAAP item 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 has 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. | ||
| Three Months Ended | |||||||||||
June 27, 2025(1) | June 28, 2024 | ||||||||||
| Adjusted EBITDA: | |||||||||||
| GAAP net income | $ | 4,500 | $ | 1,549 | |||||||
| Depreciation and amortization of property, plant and equipment and intangible assets | ~2,100 | 1,265 | |||||||||
| Interest expense, net | ~1,800 | 916 | |||||||||
| Other (income) expense, net | ~(3,100) | (70) | |||||||||
| Share-based compensation | ~1,400 | 1,796 | |||||||||
| Merger and acquisition related expense | ~600 | 1,720 | |||||||||
| Restructuring charges | ~2,000 | 1,640 | |||||||||
| Provision for income taxes | ~4,700 | 3,060 | |||||||||
| Adjusted EBITDA | $ | 14,000 | $ | 11,876 | |||||||
(1) Preliminary GAAP Net income and Adjusted EBITDA preliminary results are estimated on a greater than basis. | |||||||||||