AVIAT NETWORKS, INC. 10-Q

Item 1. Financial Statements AVIAT NETWORKS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended (In thousands, except per share amounts) September 26, 2025 September 27, 2024 Revenues: Product sales $ 75,084 $ 61,116 Services 32,236 27,313 Total revenues 107,320 88,429 Cost of revenues: Product sales 52,687 52,201 Services 18,970 16,440 Total cost of revenues 71,657 68,641 Gross margin 35,663 19,788 Operating expenses: Research and development 7,098 10,408 Selling and administrative 23,376 24,948 Total operating expenses 30,474 35,356 Operating income (loss) 5,189 ( 15,568 ) Interest expense, net 1,712 1,115 Other expense, net 973 710 Income (loss) before income taxes 2,504 ( 17,393 ) Provision for (benefit from) income taxes 2,342 ( 5,514 ) Net income (loss) $ 162 $ ( 11,879 ) Net income (loss) per share of common stock outstanding: Basic $ 0.01 $ ( 0.94 ) Diluted $ 0.01 $ ( 0.94 ) Weighted-average shares outstanding: Basic 12,760 12,646 Diluted 12,976 12,646 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. 3 AVIAT NETWORKS, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) Three Months Ended (In thousands) September 26, 2025 September 27, 2024 Net income (loss) $ 162 $ ( 11,879 ) Other comprehensive (loss) income: Net change in cumulative translation adjustments ( 909 ) 2,153 Other comprehensive (loss) income ( 909 ) 2,153 Comprehensive loss $ ( 747 ) $ ( 9,726 ) See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. 4 AVIAT NETWORKS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except share and par value amounts) September 26, 2025 June 27, 2025 ASSETS Current Assets: Cash and cash equivalents $ 64,831 $ 59,690 Accounts receivable, net of allowances of $ 5,004 and $ 3,583 180,469 180,321 Unbilled receivables 110,677 105,870 Inventories 84,011 83,979 Other current assets 34,553 33,715 Total current assets 474,541 463,575 Property, plant and equipment, net 18,766 17,453 Goodwill 19,482 19,655 Intangible assets, net 25,834 26,897 Deferred income taxes 88,180 88,149 Right-of-use assets 2,740 3,113 Other assets 13,773 14,454 Total assets $ 643,316 $ 633,296 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 142,417 $ 148,093 Accrued expenses 35,828 38,897 Operating lease liabilities 997 1,090 Advance payments and unearned revenue 73,447 73,735 Other current liabilities 1,070 1,757 Current portion of long-term debt 4,443 18,624 Total current liabilities 258,202 282,196 Long-term debt 102,042 68,966 Unearned revenue 8,784 8,063 Long-term operating lease liabilities 1,924 2,241 Other long-term liabilities 440 430 Reserve for uncertain tax positions 3,371 3,242 Deferred income taxes 4,917 4,975 Total liabilities 379,680 370,113 Commitments and contingencies (Note 12) Stockholders’ equity: Preferred stock, $ 0.01 par value, 50.0 million shares authorized, none issued — — Common stock, $ 0.01 par value, 300.0 million shares authorized, 12.8 million and 12.7 million shares issued and outstanding as of September 26, 2025 and June 27, 2025, respectively 128 127 Treasury stock 0.2 million and 0.2 million shares as of September 26, 2025 and June 27, 2025, respectively ( 7,076 ) ( 7,076 ) Additional paid-in-capital 867,318 866,119 Accumulated deficit ( 577,010 ) ( 577,172 ) Accumulated other comprehensive loss ( 19,724 ) ( 18,815 ) Total stockholders’ equity 263,636 263,183 Total liabilities and stockholders’ equity $ 643,316 $ 633,296 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. 5 AVIAT NETWORKS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended (In thousands) September 26, 2025 September 27, 2024 Operating Activities Net income (loss) $ 162 $ ( 11,879 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation of property, plant and equipment 463 1,317 Amortization of intangible assets 719 513 Provision for uncollectible receivables 1,421 350 Share-based compensation 1,555 1,664 Deferred taxes ( 270 ) ( 6,826 ) Inventory write-downs 75 501 Non-cash lease expense 378 325 Net loss (gain) on marketable securities 17 ( 107 ) Other non-cash operating activities, net 61 70 Changes in operating assets and liabilities: Accounts receivable ( 1,656 ) ( 15,498 ) Unbilled receivables ( 3,698 ) ( 2,821 ) Inventories 30 ( 13,197 ) Accounts payable ( 5,889 ) 8,594 Accrued expenses ( 4,126 ) ( 6,807 ) Advance payments and unearned revenue 194 20,015 Income taxes payable 687 1,773 Other assets and liabilities ( 1,865 ) ( 5,152 ) Net cash used in operating activities ( 11,742 ) ( 27,165 ) Investing Activities Purchase of property, plant and equipment ( 1,727 ) ( 5,421 ) Proceeds from sale of asset held for sale — 2,396 Acquisition, net of cash acquired — ( 18,150 ) Net cash used in investing activities ( 1,727 ) ( 21,175 ) Financing Activities Proceeds from revolver 25,000 35,000 Repayments of revolver ( 25,000 ) — Proceeds from term loan 20,000 — Repayments of term loan ( 938 ) — Payments of deferred financing costs ( 203 ) — Payments for taxes related to net settlement of equity awards ( 565 ) ( 711 ) Proceeds from issuance of common stock under employee stock plans 210 — Net cash provided by financing activities 18,504 34,289 Effect of exchange rate changes on cash, cash equivalents, and restricted cash 79 1,293 Net increase (decrease) in cash, cash equivalents, and restricted cash 5,114 ( 12,758 ) Cash, cash equivalents, and restricted cash, beginning of period 62,013 64,934 Cash, cash equivalents, and restricted cash, end of period $ 67,127 $ 52,176 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. 6 AVIAT NETWORKS, INC. CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) Three Months Ended September 26, 2025 Common Stock Treasury Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Equity (In thousands) Shares $ Amount $ Amount Balance as of June 27, 2025 12,740 $ 127 $ ( 7,076 ) $ 866,119 $ ( 577,172 ) $ ( 18,815 ) $ 263,183 Net income — — — — 162 — 162 Other comprehensive loss — — — — — ( 909 ) ( 909 ) Issuance of common stock under employee stock plans 87 1 — 209 — — 210 Shares withheld for taxes related to vesting of equity awards ( 25 ) — — ( 565 ) — — ( 565 ) Share-based compensation — — — 1,555 — — 1,555 Balance as of September 26, 2025 12,802 $ 128 $ ( 7,076 ) $ 867,318 $ ( 577,010 ) $ ( 19,724 ) $ 263,636 Three Months Ended September 27, 2024 Common Stock Treasury Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Equity (In thousands) Shares $ Amount $ Amount Balance as of June 28, 2024 12,622 $ 126 $ ( 6,479 ) $ 860,071 $ ( 578,513 ) $ ( 19,320 ) $ 255,885 Net loss — — — — ( 11,879 ) — ( 11,879 ) Other comprehensive income — — — — — 2,153 2,153 Issuance of common stock under employee stock plans 80 1 — ( 1 ) — — — Shares withheld for taxes related to vesting of equity awards ( 26 ) — — ( 711 ) — — ( 711 ) Share-based compensation — — — 1,664 — — 1,664 Balance as of September 27, 2024 12,676 $ 127 $ ( 6,479 ) $ 861,023 $ ( 590,392 ) $ ( 17,167 ) $ 247,112 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. 7 AVIAT NETWORKS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1. The Company and Basis of Presentation The Company Aviat Networks, Inc. (“Aviat,” the “Company,” “we,” “us,” and “our”) designs, manufactures, and sells wireless networking and access networking solutions and services to mobile and fixed telephone service providers, private network operators, government agencies, transportation and utility companies, public safety agencies and broadcast system operators across the globe. Aviat’s products include broadband wireless access base stations and customer premises equipment for fixed and mobile, point-to-point digital microwave radio systems for access, backhaul, trunking and license-exempt applications, supporting new network deployments, network expansion, and capacity upgrades. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information, and Aviat has made estimates, assumptions and judgments affecting the amounts reported in its unaudited condensed consolidated financial statements and the accompanying notes, as discussed in greater detail below. Accordingly, the statements do not include all information and footnotes required by U.S. GAAP for annual consolidated financial statements. In the opinion of the Company’s management, such interim financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of its financial position, results of operations and cash flows for such periods. The results for the three months ended September 26, 2025 are not necessarily indicative of the results that may be expected for the full fiscal year or future operating periods. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and footnotes thereto included in Aviat’s Annual Report on Form 10-K for the fiscal year ended June 27, 2025. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All intercompany transactions and accounts have been eliminated. Certain amounts in the financial statements have been reclassified for comparative purposes to conform to the current period financial statement presentation. Aviat’s fiscal year includes 52 or 53 weeks and ends on the Friday nearest to June 30. The three months ended September 26, 2025 and September 27, 2024 both consisted of 13 weeks. Fiscal year 2026 contains 52 weeks and will end on June 26, 2026. Fiscal year 2025 contained 52 weeks and ended on June 27, 2025. Use of Estimates The preparation of unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires the Company to make estimates, assumptions and judgments affecting the amounts reported and related disclosures. Estimates are based upon historical factors, current circumstances and the experience and judgment of the Company’s management. The Company evaluates estimates and assumptions on an ongoing basis and may employ outside experts to assist in making these evaluations. Changes in such estimates, based on more accurate information, or different assumptions or conditions, may affect amounts reported in future periods. Such estimates affect significant items, including revenue recognition, provision for uncollectible receivables, inventory valuation, goodwill and identified intangible assets in business combinations, valuation allowances for deferred tax assets, uncertainties in income taxes, contingencies and recoverability of long-lived assets. Actual results may differ materially from estimates. Summary of Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies as of and for the three months ended September 26, 2025, as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the fiscal year ended June 27, 2025. 8 Recently Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The ASU expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly presented to the chief operating decision maker. The disclosures required under ASU 2023-07 are also required for public entities with a single reportable segment. ASU 2023-07 is effective for the Company’s annual reporting beginning in fiscal 2025 and for interim periods beginning in fiscal 2026. The Company adopted ASU 2023-07 for the year ended June 27, 2025. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. Accounting Standards Not Yet Adopted In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software , which modernizes the accounting for internal-use software. The ASU requires entities to consider whether significant development uncertainty has been resolved before starting to capitalize software costs. ASU 2025-06 is effective for annual and interim reporting periods beginning after December 15, 2027, and can be applied prospectively, retrospectively, or using a modified transition method, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and disclosures. In November 2024, the FASB issued ASU 2024-03 (Subtopic 220-40): Disaggregation of Income Statement Expenses . The ASU requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 is effective for the Company’s annual reporting beginning in fiscal 2028 and for interim periods beginning in fiscal 2029. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The ASU enhances the transparency and usefulness of income tax information through improvements to disclosures primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company’s annual reporting beginning in fiscal 2026. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and disclosures. The Company considers the applicability and impact of all ASUs issued by the FASB. The Company determined at this time that all other ASUs issued but not yet adopted are either not applicable or are expected to have a minimal impact on its financial position and results of operations. Note 2. Net Income (Loss) Per Share of Common Stock The following table presents the computation of basic and diluted net income (loss) per share: Three Months Ended (In thousands, except per share amounts) September 26, 2025 September 27, 2024 Numerator: Net income (loss) $ 162 $ ( 11,879 ) Denominator: Weighted-average shares outstanding, basic 12,760 12,646 Effect of potentially dilutive equivalent shares 216 — Weighted-average shares outstanding, diluted 12,976 12,646 Net income (loss) per share of common stock outstanding: Basic $ 0.01 $ ( 0.94 ) Diluted $ 0.01 $ ( 0.94 ) 9 The following table summarizes the weighted-average equity awards that were excluded from the diluted net income (loss) per share calculations since they were anti-dilutive: Three Months Ended (In thousands) September 26, 2025 September 27, 2024 Stock options 278 396 Restricted stock units and performance stock units 80 154 Total shares of common stock excluded 358 550 Note 3. Revenue Recognition Contract Balances (In thousands) September 26, 2025 June 27, 2025 Contract assets Accounts receivable, net $ 180,469 $ 180,321 Unbilled receivables 110,677 105,870 Capitalized commissions 2,174 3,921 Contract liabilities Advance payments and unearned revenue $ 73,447 $ 73,735 Unearned revenue, long-term 8,784 8,063 Significant changes in contract balances may arise as a result of recognition over time for services, transfer of control for equipment, and periodic payments (both in arrears and in advance). From time to time, the Company may experience unforeseen events that could result in a change to the scope or price associated with an arrangement. When such events occur, the transaction price and measurement of progress for the performance obligation are updated and this change is recognized as a cumulative catch-up to revenue. Because of the nature and type of contracts, the timeframe to completion and satisfaction of current and future performance obligations can shift; however, this will have no impact on the Company’s future obligation to bill and collect. As of September 26, 2025, the Company reported $ 82.2 million in advance payments and unearned revenue and long-term unearned revenue, of which approximately 90 % is expected to be recognized as revenue in the next twelve months and the remainder thereafter. Approximately $ 22.0 million of revenue was recognized during the three months ended September 26, 2025, which was included in advance payments and unearned revenue at June 27, 2025. Remaining Performance Obligations The aggregate amount of transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations was approximately $ 141.4 million at September 26, 2025 relating to long-term field service projects. Of this amount, approximately 50 % is expected to be recognized as revenue during the next 12 months, with the remaining amount to be recognized thereafter. 10 Note 4. Balance Sheet Components Cash, Cash equivalents, and Restricted cash The following provides a summary of cash, cash equivalents, and restricted cash reported within the unaudited condensed consolidated balance sheets that reconciles to the corresponding amount in the unaudited condensed consolidated statement of cash flows: (In thousands) September 26, 2025 June 27, 2025 Cash and cash equivalents $ 64,831 $ 59,690 Restricted cash included in long-term other assets 2,296 2,323 Total cash, cash equivalents, and restricted cash $ 67,127 $ 62,013 Inventories (In thousands) September 26, 2025 June 27, 2025 Finished products $ 55,323 $ 55,972 Raw materials and supplies 27,191 26,273 Customer service inventories 1,497 1,734 Total inventories $ 84,011 $ 83,979 Consigned inventories included within raw materials and supplies $ 23,239 $ 21,047 The Company records charges to adjust inventories due to excess and obsolete inventory resulting from lower sales forecasts, product transitioning or discontinuance. The charges incurred during the three months ended September 26, 2025 and September 27, 2024 were included in cost of product sales as follows: Three Months Ended (In thousands) September 26, 2025 September 27, 2024 Excess and obsolete inventory $ 62 $ 310 Customer service inventory write-downs 13 191 Total charges $ 75 $ 501 Other Current Assets (In thousands) September 26, 2025 June 27, 2025 Prepaid and other current assets $ 13,398 $ 14,423 Taxes 10,635 10,128 Contract manufacturing assets 10,520 9,164 Total other current assets $ 34,553 $ 33,715 11 Property, Plant and Equipment, net (In thousands) September 26, 2025 June 27, 2025 Buildings and leasehold improvements $ 2,086 $ 2,086 Software and equipment 79,868 77,566 Total property, plant and equipment, gross 81,954 79,652 Less: accumulated depreciation ( 63,188 ) ( 62,199 ) Total property, plant and equipment, net $ 18,766 $ 17,453 Included in the total property, plant and equipment, gross were $ 11.6 million and $ 10.3 million of assets in progress which have not been placed in service as of September 26, 2025 and June 27, 2025, respectively. Depreciation expense related to property, plant and equipment, was $ 0.5 million and 1.3 million for the three months ended September 26, 2025 and September 27, 2024, respectively. Accrued Expenses (In thousands) September 26, 2025 June 27, 2025 Taxes $ 12,204 $ 12,467 Compensation and benefits 8,514 9,929 Project costs 4,282 4,573 Warranties 3,542 3,352 Professional fees 1,200 1,412 Commissions 1,378 1,311 Other 4,708 5,853 Total accrued expenses $ 35,828 $ 38,897 The Company accrues for the estimated cost to repair or replace products under warranty. Changes in the warranty liability were as follows: Three Months Ended (In thousands) September 26, 2025 September 27, 2024 Balance as of the beginning of the period $ 3,352 $ 2,996 Warranty provision recorded during the period 769 544 Assumed in acquisition — 406 Consumption during the period ( 579 ) ( 436 ) Balance as of the end of the period $ 3,542 $ 3,510 Advance Payments and Unearned Revenue (In thousands) September 26, 2025 June 27, 2025 Advance payments $ 16,063 $ 11,812 Unearned revenue 57,384 61,923 Total advance payments and unearned revenue $ 73,447 $ 73,735 Excluded from the balances above are $ 8.8 million and $ 8.1 million in long-term unearned revenue as of September 26, 2025 and June 27, 2025, respectively. 12 Note 5. Fair Value Measurements of Assets and Liabilities Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal market (or most advantageous market in the absence of a principal market) for the asset or liability in an orderly transaction between market participants as of the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs in measuring fair value and established a three-level fair value hierarchy that prioritizes the observable inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows: • Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities; • Level 2 — Observable market-based inputs or observable inputs that are corroborated by market data; and • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The estimated fair values and valuation input levels of assets and liabilities that are measured at fair value on a recurring basis as of September 26, 2025 and June 27, 2025 were as follows: (In thousands) September 26, 2025 June 27, 2025 Valuation Inputs Assets: Cash and cash equivalents: Money market funds $ 4,605 $ 2,782 Level 1 Bank certificates of deposit $ 3,146 $ 3,660 Level 2 Items are classified within Level 1 if quoted prices are available in active markets. The Company’s Level 1 items are primarily money market funds and marketable securities. As of September 26, 2025 and June 27, 2025, the money market funds were valued at $ 1.00 net asset value per share. Items are classified within Level 2 if the observable inputs to quoted market prices, benchmark yields, reported trades, broker/dealer quotes or alternative pricing sources are available with reasonable levels of price transparency. The Company’s bank certificates of deposit are classified within Level 2. The carrying value of bank certificates of deposit approximates their fair value. The Company did not have any recurring assets or liabilities that were valued using significant unobservable inputs. Note 6. Credit Facility and Debt The Company entered into a Secured Credit Facility Agreement (the “Credit Facility”), dated May 9, 2023, amended as of November 22, 2023, October 18, 2024 and August 28, 2025, with Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender and Wells Fargo Securities LLC, Citigroup Global Markets Inc., and Regions Capital Markets as lenders. The Credit Facility provides for a $ 95.0 million revolving credit facility (the “Revolver”) and a $ 95.0 million Term Loan Facility (the “Term Loan”) with a maturity date of October 18, 2029. The $ 95.0 million Revolver can be borrowed with a $ 20.0 million sub-limit for letters of credit, and a $ 10.0 million swingline loan sub-limit. On August 28, 2025, the Company entered into an amendment under the Credit Facility to increase the Term Loan and Revolver commitments by $ 20 million for each instrument. In November 2023, the Company borrowed $ 50.0 million against the Term Loan to primarily settle the cash portion of the consideration associated with the NEC Transaction (as defined below). See Note 11. Acquisitions for further information. As of September 26, 2025, the available credit under the Revolver was $ 72.1 million, reflecting the available limit of $ 80.0 million less outstanding letters of credit of $ 7.9 million. The Company borrowed and repaid $ 25.0 million against the Revolver during the three months ended September 26, 2025. The Company borrowed $ 20.0 million and repaid $ 0.9 million against the Term Loan during the three months ended September 26, 2025. 13 The following summarizes the Company’s outstanding long-term debt as of September 26, 2025: (In thousands) Revolver $ 15,000 Term loan 92,188 Less: unamortized deferred financing costs ( 703 ) Total debt 106,485 Less: current portion of long-term debt ( 4,443 ) Total long-term debt $ 102,042 Outstanding borrowings under the Credit Facility bear interest at either: (a) Adjusted Term Secured Overnight Financing Rate (“SOFR”) plus the applicable margin; or (b) the Base Rate plus the applicable margin. The pricing levels for interest rate margins are determined based on the Consolidated Total Leverage Ratio as determined and adjusted quarterly. As of September 26, 2025, the applicable margin on Adjusted Term SOFR and Base Rate borrowings was 2.75 % and 1.75 %, respectively. The effective rate of interest on the outstanding Term Loan borrowings as of September 26, 2025 was 6.7 %. The Credit Facility requires the Company and its subsidiaries to maintain a fixed charge coverage ratio to be greater than 1.25 to 1.00 as of the last day of any fiscal quarter of the Company. The Credit Facility also requires that the Company maintain a maximum leverage ratio of 3.00 times EBITDA, with a step-down to 2.75 times EBITDA after four full quarters, and 2.50 times EBITDA after eight full quarters. The Credit Facility contains customary affirmative and negative covenants, including, among others, covenants limiting the ability of the Company and its subsidiaries to dispose of assets, permit a change in control, merge or consolidate, make acquisitions, incur indebtedness, grant liens, make investments, make certain restricted payments, and enter into transactions with affiliates, in each case subject to customary exceptions. As of September 26, 2025, the Company was in compliance with all financial covenants contained in the Credit Facility. As of September 26, 2025, scheduled maturities of outstanding long-term debt by fiscal year are as follows: (In thousands) Remainder of 2026 $ 3,457 2027 6,914 2028 10,371 2029 11,523 2030 74,923 Total $ 107,188 Note 7. Restructuring The following table summarizes restructuring related activities during the three months ended September 26, 2025: (In thousands) Employee Severance and Benefits Balance as of June, 27, 2025 $ 1,757 Cash payments ( 687 ) Balance as of September, 26, 2025 $ 1,070 As of September 26, 2025, the accrued restructuring balance of $ 1.1 million was included in other current liabilities on the unaudited condensed consolidated balance sheets. Included in the above were positions identified for termination that have not been executed from a restructuring perspective. Fiscal 2025 Plans During fiscal 2025, the Company’s Board of Directors approved restructuring plans, primarily associated with reductions in workforce in certain of the Company’s operations to optimize skill sets and align cost structure. The fiscal 2025 plans are expected to be completed through the end of fiscal 2026. 14 Note 8. Stockholders’ Equity Stock Repurchase Program In November 2021, the Company’s Board of Directors approved a stock repurchase program to purchase up to $ 10.0 million of the Company’s common stock. As of September 26, 2025, $ 6.3 million remains available and Aviat may choose to suspend or discontinue the repurchase program at any time. Repurchased shares are recorded as treasury stock. During the first quarter of fiscal 2026, the Company did no t repurchase any shares of its common stock. Stock Incentive Programs As of September 26, 2025, the Company had one stock incentive plan for its employees and non-employee directors, the 2018 Incentive Plan (the “2018 Plan”). The 2018 Plan provides for the issuance of share-based awards in the form of stock options, stock appreciation rights, restricted stock awards and units, and performance share awards and units. Under the 2018 Plan, option exercise prices are equal to the fair market value of Aviat common stock on the date the options are granted using the closing stock price. After vesting, options generally may be exercised within seven years after the date of grant. Restricted stock units are not transferable until vested and the restrictions lapse upon the achievement of continued employment or service over a specified time period. Restricted stock units issued to employees generally vest three years from the date of grant ( three-year cliff or annually over three years ). Restricted stock units issued annually to non-executive board members generally vest on the day before the annual stockholders’ meeting. Vesting of performance share awards and units is subject to the achievement of predetermined financial performance and share price criteria, and continued employment through the end of the applicable period. During the three months ended September 26, 2025, the Company granted 174,155 restricted stock units and 128,629 performance share awards. The Company recognizes compensation cost for share-based payment awards on a straight-line basis over the requisite service period. For awards with a performance condition vesting feature, share-based compensation costs are recognized when achievement of the performance conditions is considered probable. Forfeitures are recognized as they occur. Total compensation expense for share-based awards included in the unaudited condensed consolidated statements of operations was as follows: Three Months Ended (In thousands) September 26, 2025 September 27, 2024 By Expense Category: Cost of revenues $ 33 $ 104 Research and development 71 143 Selling and administrative 1,451 1,417 Total share-based compensation expense $ 1,555 $ 1,664 By Type of Award: Options $ 192 $ 327 Restricted stock and performance share awards and units 1,363 1,337 Total share-based compensation expense $ 1,555 $ 1,664 As of September 26, 2025, there was approximately $ 0.5 million of total unrecognized compensation expense related to non-vested stock options granted which is expected to be recognized over a weighted-average period of 0.92 years. As of September 26, 2025, there was $ 12.8 million of total unrecognized compensation expense related to non-vested stock awards which is expected to be recognized over a weighted-average period of 2.06 years. 15 Note 9. Segment and Geographic Information Aviat operates in one reportable business segment: the design, manufacturing, and sale of a range of wireless networking and access networking products, solutions, and services. Aviat conducts business globally and its sales and support activities are managed on a geographic basis. The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (the “CODM”). The CODM manages the business primarily by function globally and reviews financial information on a consolidated basis, accompanied by disaggregated information about revenues by geographic region, for purposes of allocating resources and evaluating financial performance. The profitability of geographic regions is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. Significant segment expenses are not analyzed by segment within the Company’s internal reporting. Significant segment expenses are presented in Aviat’s consolidated statement of operations. The Company reports revenue by region and country based on the location where its customers accept delivery of products and services. Revenue by region for the three months ended September 26, 2025 and September 27, 2024 was as follows: Three Months Ended (In thousands) September 26, 2025 September 27, 2024 North America $ 52,647 $ 42,225 Africa and the Middle East 12,796 10,450 Europe 7,560 5,600 Latin America and Asia Pacific 34,317 30,154 Total revenue $ 107,320 $ 88,429 Revenue by country comprising more than 10% of total revenue for the three months ended September 26, 2025 and September 27, 2024 was as follows: (In thousands) Revenue % of Total Revenue Three Months Ended September 26, 2025 United States $ 51,335 47.8 % India $ 13,788 12.8 % Three Months Ended September 27, 2024 United States $ 38,505 43.5 % India $ 5,165 5.8 % During the three months ended September 26, 2025 revenues from one customer represented 12.7 % of total revenue, and during the three months ended September 27, 2024 revenues from one customer represented 17.8 % of total revenue. Long-lived assets, consisting primarily of net property, plant and equipment and operating lease right-of-use assets, by geographic areas based on physical location as of September 26, 2025 and September 27, 2024 were as follows: (In thousands) September 26, 2025 September 27, 2024 United States $ 5,648 $ 7,668 Slovenia 8,159 2,922 New Zealand 2,534 1,528 Singapore 2,518 162 Other countries 2,647 3,268 Total $ 21,506 $ 15,548 16 Note 10. Income Taxes The Company’s effective tax rate varies from the U.S. federal statutory rate of 21% primarily due to state taxes, losses in certain jurisdictions for which no tax benefit can be recognized, stock-based compensation and foreign operations that are subject to income taxes at different statutory rates. During interim periods, tax expense or benefit are accrued for jurisdictions that are anticipated to be profitable for fiscal 2026. The determination of income taxes for the three months ended September 26, 2025 and September 27, 2024 was based on the Company’s estimated annual effective tax rate adjusted for losses in certain jurisdictions for which no tax benefit can be recognized. The tax expense for the three months ended September 26, 2025 was primarily related to U.S. and profitable foreign subsidiaries. The tax benefit for the three months ended September 27, 2024 was primarily resulting from year-to-date losses. The Company files income tax returns in the U.S., Singapore, and various state and foreign jurisdictions. The Company is currently under examination in Singapore for fiscal years 2015-2021 and in various other foreign jurisdictions. The Company remains subject to potential audits in the U.S. for fiscal years after 2021, and in Singapore for fiscal years after 2014. Additionally, all net operating losses and tax credits generated to date in these two jurisdictions are subject to adjustment. Interest and penalties related to unrecognized tax benefits are accounted for as part of the provision for federal, foreign, and state income taxes. Such interest expense was not material for the three months ended September 26, 2025 and September 27, 2024. On March 11, 2021, the U.S. enacted the American Rescue Plan Act of 2021 (“ARPA”) which expands Section 162(m) to cover the next five most highly compensated employees for the taxable year, in addition to the “covered employees” effective for taxable years beginning after December 31, 2026. The Company will continue to examine the elements of the ARPA and the impact it may have on future business. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted. At this time the Company does not expect a material effect on our consolidated financial statements, but will continue to examine the impacts of OBBBA on current and future business. 17 Note 11. Acquisitions 4RF Limited On July 2, 2024, the Company acquired 4RF Limited (“4RF”), a New Zealand company. Aviat purchased all of the issued and outstanding shares of 4RF in an all-cash transaction for $ 18.2 million, net of $ 1.2 million cash acquired. 4RF is a leading provider of industrial wireless access solutions, including narrowband point-to-point/multi-point radios and Private LTE and 5G routers. The acquisition of 4RF allows Aviat to expand its product offering for the global industrial wireless access markets including Private LTE/5G. The 4RF acquisition was accounted for as a business combination using the acquisition method of accounting. During the fourth quarter of fiscal 2025, the Company finalized purchase accounting adjustments for the valuation of intangible and tangible assets acquired. The fair value of the acquired intangible assets are based on estimates and assumptions that are considered reasonable to the Company. A summary of the finalized purchase price allocation is as follows: (In thousands) Cash and cash equivalents $ 1,215 Accounts receivable, net 2,575 Inventories 5,123 Property, plant and equipment, net 235 Identifiable finite-lived intangible assets: Customer relationships 7,100 Technology 1,800 Trade names 300 Other assets 4,647 Accounts payable ( 5,104 ) Advance payments and unearned revenue ( 323 ) Other liabilities ( 2,202 ) Goodwill 3,999 Net assets acquired $ 19,365 The final purchase price allocation was updated during the fourth quarter of fiscal 2025 for certain measurement period adjustments based on revised estimates of fair value, which primarily resulted in a $ 1.7 million decrease to inventories, a $ 1.1 million increase in other assets, a $ 0.4 million increase in identifiable intangible assets and a $ 0.3 million increase to goodwill. The goodwill from this acquisition is non-deductible for tax purposes. NEC’s Wireless Transport Business On May 9, 2023, the Company entered into a Master Sale of Business Agreement (as amended on November 30, 2023, the “Purchase Agreement”) with NEC Corporation (“NEC”) to acquire NEC’s wireless transport business (the “NEC Transaction”). The Company completed the NEC Transaction on November 30, 2023. Prior to the acquisition date, NEC was a leader in wireless backhaul networks with an extensive installed base of their Pasolink series products. The completion of the NEC Transaction increases the scale of Aviat, enhances the Company’s product portfolio with a greater capability to innovate, and creates a more diversified business. The results of operations of the NEC Transaction have been included in the consolidated financial statements since the date of acquisition. The fair value of the consideration transferred at the closing of the NEC Transaction was comprised of (i) cash of $ 32.2 million, and (ii) the issuance of 736,750 shares or $ 22.3 million of common stock of the Company. The fair value of the shares issued was determined based on the closing market price of the Company’s common stock on the acquisition date. Aggregate consideration transferred at closing was approximately $ 54.5 million, which was subject to certain post-closing adjustments. The Company funded the cash portion of the consideration with Term Loan borrowings under its Credit Facility. Refer to Note 6. Credit Facility and Debt for further information. 18 In the second and fourth quarters of fiscal 2025, the Company transferred consideration of $ 5.8 million and $ 12.7 million, respectively, to settle the post-closing working capital adjustment. The NEC Transaction was accounted for as a business combination using the acquisition method of accounting. The Company has obtained final independent third-party valuations of the intangible and tangible assets acquired. The fair values of the acquired intangible assets are based on estimates and assumptions that are considered reasonable by the Company. As of the acquisition date, the Company has recorded the assets acquired and the liabilities assumed at their respective estimated fair values. The recognized goodwill is attributable to the workforce of the acquired business and expected synergies. The goodwill from this acquisition is expected to be fully deductible for tax purposes. A summary of the finalized purchase price allocation is as follows: (In thousands) Accounts receivable, net $ 42,487 Inventories 29,279 Property, plant and equipment, net 539 Identifiable finite-lived intangible assets: Customer relationships 9,200 Technology 3,200 Other assets 243 Accounts payable ( 13,182 ) Advance payments and unearned revenue ( 3,192 ) Other liabilities ( 5,597 ) Goodwill 10,543 Net assets acquired $ 73,520 The final purchase price allocation was updated during the second quarter of fiscal 2025 for certain measurement period adjustments based on revised estimates of fair value. Purchase price allocation adjustments during the measurement period primarily resulted in a $ 9.4 million decrease in accounts receivable, $ 6.3 million decrease in inventories, $ 5.3 million increase in identifiable intangible assets, and $ 10.0 million increase in goodwill. The following unaudited supplemental pro forma information has been presented as if the NEC Transaction had occurred at the beginning of fiscal 2023 and includes certain pro forma adjustments for interest expense, depreciation and amortization expense, the fair value of acquired inventory, and acquisition-related costs, net of income tax: Three Months Ended September 27, 2024 Revenue $ 135,702 Net income 5,657 Note 12. Commitments and Contingencies Purchase Orders and Other Commitments From time to time in the normal course of business, the Company may enter into purchasing agreements with its suppliers that require the Company to accept delivery of and remit full payment for (i) finished products that it has ordered, (ii) finished products that it requested be held as safety stock, and (iii) work in process started on its behalf, in the event it cancels or terminates the purchasing agreement. Because these agreements do not specify fixed or minimum quantities, do not specify minimum or variable price provisions, and do not specify the approximate timing of the transaction, and the Company has no present intention to cancel or terminate any of these agreements, the Company currently does not believe that it has any future liability under these agreements. As of September 26, 2025, the Company had outstanding purchase obligations with its suppliers or contract manufacturers of $ 46.6 million. In addition, the Company had purchase obligations of approximately $ 6.8 million associated with software as a service and software maintenance support. 19 Financial Guarantees and Commercial Commitments Guarantees issued by banks, insurance companies, or other financial institutions are contingent commitments issued to guarantee performance under borrowing arrangements, such as bank overdraft facilities, tax and customs obligations, and similar transactions, or to ensure performance under customer or vendor contracts. The terms of the guarantees are generally equal to the remaining term of the related debt or other obligations and are generally limited to two years or less. As of September 26, 2025, the Company had no guarantees applicable to its debt arrangements. The Company has entered into commercial commitments in the normal course of business including surety bonds, standby letters of credit agreements, and other arrangements with financial institutions primarily relating to the guarantee of future performance on certain contracts to provide products and services to customers. As of September 26, 2025, the Company had commercial commitments outstanding of $ 33.7 million, that were not recorded on the unaudited condensed consolidated balance sheets. The Company does not believe, based on historical experience and information currently available, that it is probable that any significant amounts will be required to be paid on these performance guarantees in the future. The following table presents details of the Company’s commercial commitments: (In thousands) September 26, 2025 Letters of credit $ 7,887 Bonds 25,778 $ 33,665 Indemnifications Under the terms of substantially all of the Company’s license agreements, it has agreed to defend and pay any final judgment against its customers arising from claims against such customers that the Company’s products infringe the intellectual property rights of a third party. As of September 26, 2025, the Company has not received any notice that any customer is subject to an infringement claim arising from the use of its products; the Company has not received any request to defend any customers from infringement claims arising from the use of its products; and the Company has not paid any final judgment on behalf of any customer related to an infringement claim arising from the use of its products. Because the outcome of infringement disputes is related to the specific facts of each case and given the lack of previous or current indemnification claims, the Company cannot estimate the maximum amount of potential future payments, if any, related to its indemnification provisions. As of September 26, 2025, the Company had not recorded any liabilities related to these indemnifications. Legal Proceedings The Company is subject from time to time to disputes with customers concerning its products and services. From time to time, the Company may be involved in various other legal claims and litigation that arise in the normal course of its operations. The Company is aggressively defending all current litigation matters. Although there can be no assurances and the outcome of these matters is currently not determinable, the Company currently believes that none of these claims or proceedings are likely to have a material adverse effect on its financial position. There are many uncertainties associated with any litigation and these actions or other third-party claims against the Company may cause it to incur costly litigation and/or substantial settlement charges. As a result, the Company’s business, financial condition, results of operations, and cash flows could be adversely affected. The actual liability in any such matters may be materially different from the Company’s estimates, if any. On August 13, 2025 and October 21, 2025, NEC issued letters of arbitration to the Company originally demanding $ 19 million of additional component purchases, which the Company believes is unfounded and not required under the Manufacturing Supply Agreement (“MSA”). NEC further demanded the escrow under the Master Sale of Business Agreement (“MSBA”). The NEC arbitration letters also included a demand for payment of the outstanding accounts payable balances which are reflected in Accounts payable of the Company’s consolidated balance sheets and disclosed in Note. 14 Related Party Transactions. As of September 26, 2025, the Company cannot predict the outcome of these matters. As such, no loss accrual is deemed necessary. The Company will continue to evaluate the proceedings and the expected outcome of this matter. 20 The Company records accruals for its outstanding legal proceedings, investigations or claims when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. The Company evaluates, at least on a quarterly basis, developments in legal proceedings, investigations or claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. The Company has not recorded any significant accrual for loss contingencies associated with such legal claims or litigation discussed above. Contingent Liabilities The Company records a loss contingency as a charge to operations when (i) it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements; and (ii) the amount of the loss can be reasonably estimated. Disclosure in the notes to the financial statements is required for loss contingencies that do not meet both conditions if there is a reasonable possibility that a loss may have been incurred. Gain contingencies are not recorded until realized. The Company expenses all legal costs incurred to resolve regulatory, legal and tax matters as incurred. In March 2016, an enforcement action by the Indian Department of Revenue, Ministry of Finance was brought against Aviat’s subsidiary Aviat Networks (India) Private Limited (“Aviat India”) relating to the non-realization of intercompany receivables and non-payment of intercompany payables, which originated from 1999 to 2012, within the time frames dictated by the Indian regulations under the Foreign Exchange Management Act. In November 2017, the Indian Department of Revenue, Ministry of Finance also initiated a similar action against Telsima Communications Private Limited (“Telsima India”), a subsidiary of the Company, relating to the non-realization of intercompany receivables and non-payment of intercompany payables which originated from the period prior to the acquisition of Telsima India in February 2009. In September 2019, the directors of Aviat India appeared before the Ministry of Finance Enforcement Directorate. The Company appeared before the Joint Director of Enforcement to review the transactions at issue in March 2024, and again on May 22, 2025 to provide additional information. No subsequent hearing date has been scheduled as of September 26, 2025. The Company has accrued an immaterial amount representing the estimated probable loss for which it would settle the matter. The Company currently cannot form an estimate of the range of loss in excess of its amounts already accrued. If the outcome of this matter is greater than the current immaterial amount accrued, the Company intends to dispute it vigorously. Periodically, the Company reviews the status of each significant matter to assess the potential financial exposure. If a potential loss is considered probable and the amount can be reasonably estimated, the estimated loss is reflected in the results of operations. Significant judgment is required to determine the probability that a liability has been incurred or an asset impaired and whether such loss is reasonably estimable. Further, estimates of this nature are highly subjective, and the final outcome of these matters could vary significantly from the amounts that have been included in the consolidated financial statements. As additional information becomes available, the Company will reassess the potential liability related to its pending claims and litigation and may revise estimates accordingly. Such revisions in the estimates of the potential liabilities could have a material impact on the Company’s results of operations and financial position. Note 13. Goodwill and Intangible Assets The following presents details of goodwill and intangible assets: (In thousands) September 26, 2025 June 27, 2025 Goodwill $ 19,482 $ 19,655 The Company performs its annual goodwill impairment test on the first day of its fourth fiscal quarter. No indicators of impairment were identified during the current period that required the Company to perform an interim assessment or recoverability test. 21 (In thousands, except useful life) Useful life in Years September 26, 2025 June 27, 2025 Intangible assets: Technology 7 $ 4,920 $ 4,998 Patents 10 690 690 Customer relationships 10 — 15 23,716 24,022 Trade names 3 — 16 1,617 1,630 Total gross intangible assets $ 30,943 $ 31,340 Accumulated amortization ( 5,109 ) ( 4,443 ) Total net intangible assets $ 25,834 $ 26,897 Amortization of finite-lived intangibles for the three months ended September 26, 2025 was $ 0.7 million and $ 0.7 million, respectively, and is included in selling and administrative expenses. There were no impairment charges recorded for the three months ended September 26, 2025. As of September 26, 2025, the estimated future amortization expense of finite-lived intangible assets is as follows (in thousands): Remainder of 2026 $ 2,138 2027 2,849 2028 2,754 2029 2,754 2030 2,754 Thereafter 12,585 Total $ 25,834 Note 14. Related Party Transactions NEC Corporation On November 30, 2023, the Company completed the NEC Transaction. See Note 11. Acquisitions for further information. A portion of the total consideration in the NEC Transaction included the issuance of 736,750 shares in Company common stock to NEC. The Company and NEC entered into a Registration Rights and Lock-Up Agreement, restricting NEC’s ability to transfer shares (the “Lock-Up”), except for certain limited exceptions as provided in the Registration Rights and Lock-Up Agreement, until one day after the one-year anniversary of the acquisition date (the “Initial Lock-Up Expiration Date”). Starting one day after the Initial Lock-Up Expiration Date, one-twelfth of the issued shares shall be released from the Lock-Up each month, such that all issued shares shall be released from Lock-Up by the two-year anniversary of the acquisition date. Pursuant to the Purchase Agreement, NEC has the right to nominate a director to the Company’s Board of Directors from the acquisition date and for a period of two years thereafter. As of September 26, 2025, NEC held approximately 5.8 % of the Company’s outstanding common stock. In connection with the closing of the NEC Transaction and as of the acquisition date, the Company and NEC entered into agreements covering the performance of certain post-closing services and licensing arrangements. The agreements include arrangements covering manufacturing services and product supply, transition services, distribution services, research and development services, and licensing of trademark and intellectual property (“IP”). 22 The Manufacturing and Supply Agreement includes arrangements for NEC to manufacture and supply Pasolink products on behalf of and to the Company and its customers. The transition services agreements include arrangements for the Company and NEC to provide and receive certain transition services, primarily associated with administrative functions. The distribution services agreements includes arrangements where NEC will provide distribution services on behalf of and to the Company and its customers in certain international markets and territories. The Research and Development Cooperating Agreement for Existing Products includes arrangements for NEC to provide the Company certain services relating to development work to maintain existing products of the NEC business. The licensing agreements include arrangements where the Company will grant NEC a non-exclusive license to certain Pasolink trademarks in Japan, and NEC will grant the Company a non-exclusive, worldwide (excluding Japan) license to certain NEC IP, including mobile backhaul-related patents. The licensing agreements are royalty-free and perpetual. A summary of the related party activity between the Company and NEC is as follows: Three Months Ended (In thousands) September 26, 2025 September 27, 2024 Transition services received $ — $ 745 Research and development services received — 3,013 Purchase of inventories 5,356 8,293 The Company’s outstanding related party balances with NEC included in the unaudited condensed consolidated balance sheets are as follows: (In thousands) September 26, 2025 June 27, 2025 Accounts receivable, net 4,834 8,223 Accounts payable 32,833 41,670 23