What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-07-17 compared with 2025-07-18 · 203 added, 188 removed, 79 unchanged (83% of the section changed)

17 unchanged sentences

can only provide reasonable assurance of achieving their control objectives.

of Previously Reported Material Weakness

the course of preparing the Company’s consolidated financial statements as of April 30, 2024 and for the year then ended, management

identified a material weakness in internal control over the calculation of loss provision accruals in contracts with customers.

The Company’s

controls over loss provision accruals were not sufficiently designed to capture previously recognized contract losses when calculating

the required balance of loss provision accruals as of the end of the reporting period.

In response, the Company implemented the

following remediation steps to address the underlying causes of the material weaknesses including improving controls over the calculation

of loss accruals:

Company has updated its method of calculating loss provision accruals by considering previously

recognized contract losses.

Company has implemented enhanced review, reconciliation, and monitoring controls over loss

provision accruals and its underlying calculations.

of April 30, 2025, the Company’s management believes the identified material weakness has been remediated.

Annual Report on Internal Control Over Financial Reporting

17 unchanged sentences

in Internal Control over Financial Reporting.

as described above, there has been no changes in the Company’s internal control over financial reporting (as such term is defined

in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended April 30, 2025 that has materially affected,

or is reasonably likely to materially affect, the Company’s internal control over financial reporting.]

have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and

15d-15(f) under the Exchange Act) during the fiscal quarter ended April 30, 2026 that has materially affected, or is reasonably likely

to materially affect, the Company’s internal control over financial reporting.

Other Information

2 unchanged sentences

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance

information required pursuant to this item with respect to Directors of the Company, compliance with Section 16(a) of the Exchange Act,

the Company’s code of ethics and certain corporate governance matters is incorporated herein by reference from the Company’s

definitive proxy statement to be filed no later than 120 days after April 30, 2025, for the annual meeting of stockholders to be held

on or about October 8, 2025 (the “2025 Proxy Statement”).

See “Election of Directors,” “Delinquent

Section 16(a) Reports,” “Corporate Governance Matters – Code of Ethics,” and “Certain Information as to

Committees and Meetings of the Board” from the Company’s 2025 Proxy Statement.

The information required to be furnished

pursuant to this item with respect to Executive Officers is set forth, pursuant to General Instruction G(3) of Form 10-K, under Part

I of this Annual Report on Form 10-K.

have adopted an insider trading policy governing the purchase, sale, and other disposition of our securities by our directors, officers,

and employees, and by the Company.

We believe this policy is reasonably designed to promote compliance with insider trading laws, rules,

and regulations and listing standards applicable to the Company.

A copy of our insider trading policy is filed as Exhibit 19 to this

Directors, Executive Officers and

Corporate Governance

The information required pursuant

to this item with respect to Directors of the Company, compliance with Section 16(a) of the Exchange Act, the Company’s code of

ethics and certain corporate governance matters is incorporated herein by reference from the Company’s definitive proxy statement

to be filed no later than 120 days after April 30, 2026, for the annual meeting of stockholders to be held on or about October 7, 2026

(the “2026 Proxy Statement”).

See “Election of Directors,” “Delinquent Section 16(a) Reports,”

“Corporate Governance Matters – Code of Ethics and Corporate Governance Guidelines,” and “Certain Information

as to Committees and Meetings of the Board” from the Company’s 2026 Proxy Statement.

The information required to be

furnished pursuant to this item with respect to Executive Officers is set forth, pursuant to General Instruction G(3) of Form 10-K, under

Part I of this Annual Report on Form 10-K.

We have adopted an insider

trading policy governing the purchase, sale, and other disposition of our securities by our directors, officers, and employees, and by

We believe this policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations and

listing standards applicable to the Company.

A copy of our insider trading policy is incorporated by reference as Exhibit 19 to this

Executive Compensation

information required pursuant to this item is incorporated herein by reference from the Company’s 2025 Proxy Statement under “Election

of Directors” and “Executive Compensation.”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

information required pursuant to this item is incorporated herein by reference from the Company’s 2025 Proxy Statement under “Executive

Compensation” and “Stock Ownership of Certain Beneficial Owners and Management.”

COMPENSATION PLAN INFORMATION

outstanding options,

The information required

pursuant to this item is incorporated herein by reference from the Company’s 2026 Proxy Statement under “Election of Directors”

and “Executive Compensation.”

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

The information required

pursuant to this item is incorporated herein by reference from the Company’s 2026 Proxy Statement under “Executive Compensation”

and “Stock Ownership of Certain Beneficial Owners and Management.”

EQUITY COMPENSATION PLAN INFORMATION

Plan Category

securities to be

Weighted-average

exercise price of

options, warrants

available for

Equity Compensation Plans

by Security Holders (1)

Company’s equity compensation plans are described in Note 11 to the Consolidated Financial

Certain Relationships and Related Transactions, and Director Independence

information required pursuant to this item is incorporated herein by reference from the Company’s 2025 Proxy Statement under “Election

of Directors.”

Approved by Security Holders (1)

(1) The Company’s equity compensation

plans are described in Note 11 to the Consolidated Financial Statements.

Certain Relationships and Related

Transactions, and Director Independence

The information required

pursuant to this item is incorporated herein by reference from the Company’s 2026 Proxy Statement under “Election of Directors.”

Principal Accountant Fees and Services

information required pursuant to this item is incorporated herein by reference from the Company’s 2025 Proxy Statement under “Appointment

of Independent Registered Public Accounting Firm” and “Report of the Audit Committee.”

Exhibits and Financial Statement Schedules

to Financial Statements and Exhibits

financial statements and exhibits are listed below and are filed as part of this report.

(1) FINANCIAL

in Part II of this report:

The information required

pursuant to this item is incorporated herein by reference from the Company’s 2026 Proxy Statement under “Appointment of Independent

Exhibits and Financial Statement

(a) Index to Financial Statements

The financial statements and exhibits are listed

below and are filed as part of this report.

(1) FINANCIAL STATEMENTS

Included in Part II of this report:

Report of Independent Registered Public Accounting Firm ( GRANT THORNTON LLP .;

1 unchanged sentence

PCAOB ID# 248 ) 20-21

Consolidated Balance Sheets

- April 30, 2025 and 2024 26

Consolidated Statements of Operations and Comprehensive Income

- Years ended April 30, 2025 and 2024 27

Consolidated Statements of Cash Flows

- Years ended April 30, 2025 and 2024 28-29

Consolidated Statements of Changes in Stockholders’ Equity

- Years ended April 30, 2025 and 2024 30

Consolidated Balance Sheets - April 30, 2026 and 2025 22

Consolidated Statements of Operations - Years ended April 30, 2026 and 2025 23

Consolidated Statements of Cash Flows - Years ended April 30, 2026 and 2025 24-25

Consolidated Statements of Changes in Stockholders’ Equity - Years ended April 30, 2026 and 2025 26

Notes to Consolidated Financial Statements 27-47

Stock Purchase

Agreement, dated as of February 21, 2012, by and among the Registrant, Elcom Technologies Inc.

and the stockholders of Elcom Technologies

identified on the signature pages thereto

Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware

to Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on March 27, 1981

to Certificate of Incorporation of the Registrant filed with Secretary of State of Delaware on October 26, 1984

to Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on October 22, 1986

and Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on October 26, 1987

Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on November 2, 1989

Restated By-Laws of the Registrant, as amended

of Common Stock certificate

Description of

Capital Stock

Settlement Agreement

dated as of September 13, 2016, by and among Registrant, Privet Fund LP, Privet Fund Management LLC, Ryan J.

Levenson and General

Frequency Electronics,

in this Form 10-K

Stock Purchase Agreement, dated as of February

21, 2012, by and among the Registrant, Elcom Technologies Inc.

and the stockholders of Elcom Technologies Inc.

identified on the

signature pages thereto

Copy of Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware

Filed herewith

Amendment to Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on March 27, 1981

Filed herewith

Amendment to Certificate of Incorporation of the Registrant filed with Secretary of State of Delaware on October 26, 1984

Filed herewith

Amendment to Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on October 22, 1986

Filed herewith

Amended and Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on October 26, 1987

Filed herewith

Amended Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on November 2, 1989

Filed herewith

Amended and Restated By-Laws of the Registrant,

Specimen of Common Stock certificate

Description of Capital Stock

in this Form 10-K

Settlement Agreement dated as of September 13,

2016, by and among Registrant, Privet Fund LP, Privet Fund Management LLC, Ryan J.

Levenson and General Lance W.

Frequency Electronics, Inc.

2005 Stock Plan

Lease Agreement

between Registrant and Reckson Operating Partnership, L.P.

Lease Agreement between Registrant and Reckson Operating Partnership, L.P.

dated January 6, 1998

First Amendment

to Lease Amendment between Registrant and RA 55 CLB LLC (as successor-in-interest to Reckson Operating Partnership, L.P.) dated July

Cash or Deferral Profit Sharing Plan and Trust under Internal Revenue Code Section 401, dated April 1, 1985

1, 1988 to Registrant’s Cash or Deferred Profit Sharing Plan and Trust under Section 401 of Internal Revenue Code

Deferred Compensation Agreement

Stock Appreciation Rights Agreement

Electronics, Inc.

First Amendment to Lease Amendment between Registrant

and RA 55 CLB LLC (as successor-in-interest to Reckson Operating Partnership, L.P.) dated July 25, 2018

Registrant’s Cash or Deferral Profit Sharing

Plan and Trust under Internal Revenue Code Section 401, dated April 1, 1985

Amendment dated Jan.

1, 1988 to Registrant’s

Cash or Deferred Profit Sharing Plan and Trust under Section 401 of Internal Revenue Code

Form of Deferred Compensation Agreement

Form of Stock Appreciation Rights Agreement

Frequency Electronics, Inc.

Stock Award Plan.

Credit Agreement dated June 12, 2026, by and among the Company, as borrower,

FEI-Zyfer, Inc., as subsidiary guarantor, and JPMorgan Chase Bank, N.A., as the Lender

Pledge and Security Agreement dated June 12, 2026, by and among the

Company, as borrower, FEI-Zyfer, Inc., as subsidiary guarantor, and JPMorgan Chase Bank, N.A., as the Lender

Frequency Electronics, Inc.

1 unchanged sentence

List of Subsidiaries of Registrant

GRANT THORNTON LLP

Certification of

the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of

the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications of

the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Electronics, Inc.

Filed herewith

Consent of GRANT THORNTON LLP

Filed herewith

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Filed herewith

Frequency Electronics, Inc.

Clawback Policy

The following

materials from the Frequency Electronics, Inc.

Annual Report on Form 10-K for the fiscal year ended April 30, 2025 formatted in Inline

eXtensible Business Reporting Language (XBRL):

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive

Income (loss), (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Changes in Stockholders’ Equity

and (v) Notes to Consolidated Financial Statements

Page Interaction Data File (formatted as inline XBRL and contained in Exhibit 101)

compensatory plans or arrangements or management contracts

Filed with the SEC as an exhibit,

numbered as indicated above, to the registration statement of Registrant on Form S-1, File No.

2-29609, which exhibit is incorporated

herein by reference.

Filed with the SEC as Exhibit 3.2 to the

registration statement of Registrant on Form S-1, File No.

2-71727, which exhibit is incorporated herein by reference.

The following materials from the Frequency Electronics,

Annual Report on Form 10-K for the fiscal year ended April 30, 2026 formatted in Inline eXtensible Business Reporting Language

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Cash Flows,

(iv) Consolidated Statements of Changes in Stockholders’ Equity and (v) Notes to Consolidated Financial Statements

Cover Page Interaction Data File (formatted as inline

XBRL and contained in Exhibit 101)

* Denoted compensatory plans or arrangements or management contracts

Filed with the SEC

as an exhibit, numbered as indicated above, to the registration statement of Registrant on Form S-1, File No.

2-29609, which exhibit

is incorporated herein by reference.

[Intentionally Omitted]

Filed with the SEC as Exhibit 3.3 to the

annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 1985, which exhibit is incorporated

herein by reference.

Filed with the SEC as Exhibit 10.16 to the

annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 1986, which exhibit is incorporated

herein by reference.

Filed with the SEC as Exhibit 3.4 to the

annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 1987, which exhibit is incorporated

herein by reference.

Filed with the SEC as Exhibit 10.24 to the

annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 1988, which exhibit is incorporated

herein by reference.

Filed with the SEC as an exhibit, numbered

as indicated above, to the annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 1990, which

exhibit is incorporated herein by reference.

[Intentionally Omitted]

Filed with the SEC as Exhibit 2.1 to the

current report of Registrant on Form 8-K, File No.

1-8061, on February 27, 2012, which exhibit is incorporated herein by reference.

[Intentionally Omitted]

Filed with the SEC as Exhibit 3.1 to a current

report of the Registrant on Form 8-K, File No.

1-8061, on June 25, 2020, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 10.1 to a

current report of the Registrant on Form 8-K, File No.

1-8061, on September 16, 2016, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 10.13 to the

annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 1998, which exhibit is incorporated

herein by reference.

Filed with the SEC as Exhibit 10.1 to a

current report of the Registrant on Form 8-K, File No.

1-8061, on October 4, 2005, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 10.13 to the

annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 2018, which exhibit is incorporated

herein by reference.

Filed with the SEC as Exhibit 10.17 to Amendment

Filed with the SEC as Exhibit

10.16 to the annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 1986, which exhibit is

incorporated herein by reference.

[Intentionally Omitted]

Filed with the SEC as Exhibit

10.24 to the annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 1988, which exhibit is

incorporated herein by reference.

[Intentionally Omitted]

Filed with the SEC as Exhibit

2.1 to the current report of Registrant on Form 8-K, File No.

1-8061, on February 27, 2012, which exhibit is incorporated herein

by reference.

[Intentionally Omitted]

Filed with the SEC as Exhibit

3.1 to a current report of the Registrant on Form 8-K, File No.

1-8061, on June 25, 2020, which exhibit is incorporated herein by

Filed with the SEC as Exhibit

10.1 to a current report of the Registrant on Form 8-K, File No.

1-8061, on September 16, 2016, which exhibit is incorporated herein

by reference.

Filed with the SEC as Exhibit

10.13 to the annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 1998, which exhibit is

incorporated herein by reference.

Filed with the SEC as Exhibit

10.1 to a current report of the Registrant on Form 8-K, File No.

1-8061, on October 4, 2005, which exhibit is incorporated herein

by reference.

Filed with the SEC as Exhibit

10.13 to the annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 2018, which exhibit is

incorporated herein by reference.

Filed with the SEC as Exhibit

10.17 to Amendment No.

1 on Form 10-K/A to the annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 2018,

which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 10.18 to Amendment

1-8061, for the fiscal year ended

April 30, 2018, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit

10.18 to Amendment No.

1 on Form 10-K/A to the annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 2018,

which exhibit is incorporated herein by reference.

1-8061, for the fiscal year ended

April 30, 2018, which exhibit is incorporated herein by reference.

[Intentionally Omitted]

Filed with the SEC as Exhibit 10.11 to the

annual report of the Registrant on Form 10-K, File No.

1-8061, for the year ended April 30, 2019, which exhibit is incorporated herein

by reference.

Filed with the SEC as Exhibit 10.11 to the annual

report of the Registrant on Form 10-K, File No.

1-8061, for the year ended April 30, 2019, which exhibit is incorporated herein by

[Intentionally Omitted]

Filed with the SEC as Exhibit 10.11 to the

annual report of the Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 2020, which exhibit is incorporated

herein by reference.

Filed with the SEC as Exhibit 4.2 to the

annual report of the Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 2021, which exhibit is incorporated

herein by reference.

Filed with the SEC as Exhibit 10.1 to a

current report of the Registrant on Form 8-K, File No.

Filed with the SEC as Exhibit

10.11 to the annual report of the Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 2020, which exhibit

is incorporated herein by reference.

Filed with the SEC as Exhibit

4.2 to the annual report of the Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 2021, which exhibit

is incorporated herein by reference.

Filed with the SEC as Exhibit 10.1 to a current report

of the Registrant on Form 8-K, File No.

1-8061, on October 9, 2024, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 97 to the

annual report of the Registrant on Form 10-K, File No.

1-8061, for the year ended April 30, 2024, which exhibit is incorporated herein

by reference.

Filed with the SEC as Exhibit 97 to the annual report

of the Registrant on Form 10-K, File No.

1-8061, for the year ended April 30, 2024, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 10.1 to a current report

of the Registrant on Form 8-K, File No.

1-8061, on June 12, 2026, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 10.2 to a current report

of the Registrant on Form 8-K, File No.

1-8061, on June 12, 2026, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 19 to the annual report of the Registrant

on Form 10-K, File No.

1-8061, for the year ended April 30, 2025, which exhibit is incorporated herein by reference.

Form 10-K Summary.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

ELECTRONICS, INC.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

FREQUENCY ELECTRONICS, INC.

/s/ Thomas McClelland

Thomas McClelland

and Chief Executive Officer

Executive Officer)

Financial Officer,

Secretary and Treasurer

Financial and Accounting Officer)

President and Chief Executive Officer

(Principal Executive Officer)

/s/ Steven L.

Chief Financial Officer, Secretary and Treasurer

(Principal Financial and Accounting Officer)

July 16, 2026

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

Registrant and in the capacities and on the dates indicated:

Jonathan Brolin

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and

on the dates indicated:

/s/ Jonathan Brolin

Lead Independent Director

1 unchanged sentence

Jonathan Brolin

Richard Schwartz

/s/ Richard Schwartz

July 16, 2026

Richard Schwartz

/s/ Russell M.

Chairman of the Board

July 16, 2026

/s/ GEN Lance W.

Lord, USAF, ret

July 16, 2026

Thomas McClelland

/s/ Thomas McClelland

Director, President and Chief Executive Officer

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures