CMTL / Comtech Telecommunications Corp. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 18, 2025 0-7928 Date of Report (Date of earliest event reported) Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 18, 2025 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization)

Comtech Appoints Lloyd A. Sprung to its Board of Directors

EXHIBIT 99.1 Comtech Appoints Lloyd A. Sprung to its Board of Directors CHANDLER, Ariz. – August 18, 2025 – Comtech Telecommunications Corp. (NASDAQ: CMTL) (“Comtech” or the “Company”), a global communications technology leader, today announced that its Board of Directors (the “Board”) has appointed Lloyd A. Sprung as an independent director, effective August 18, 2025. Mr. Sprung possesses more th

AMENDMENT No. 3 to CREDIT AGREEMENT

  Exhibit 10.1   AMENDMENT No. 3 to CREDIT AGREEMENT   This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Amendment") is entered into as of July 21, 2025, by and among COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation ("Comtech", and together with those additional entities that hereafter become parties to the Credit Agreement as Borrowers in accordance with the terms thereof, each, a "Borrower

AMENDMENT No. 2 to SUBORDINATED CREDIT AGREEMENT

Exhibit 10.2 AMENDMENT No. 2 to SUBORDINATED CREDIT AGREEMENT This AMENDMENT NO. 2 TO SUBORDINATED CREDIT AGREEMENT (this “Amendment”) is entered into as of July 21, 2025, by and among COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation (“Comtech” or the “Borrower”), the Lenders identified on the signature pages hereof (which Lenders constitute all Lenders under the Subordinated Credit Agreem

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 21, 2025 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization) (I

Comtech Announces Amendment to Senior Secured Credit Agreement Which Improves Terms and Increases Financial Flexibility Company Also Announces Additional $35 Million Capital Infusion

Exhibit 99.1 Comtech Announces Amendment to Senior Secured Credit Agreement Which Improves Terms and Increases Financial Flexibility Company Also Announces Additional $35 Million Capital Infusion CHANDLER, Ariz. – July 21, 2025 – Comtech Telecommunications Corp. (NASDAQ: CMTL) (“Comtech” or the “Company”), a global communications technology leader, today announced it has negotiated amendments to i

COMTECH ANNOUNCES FINANCIAL RESULTS FOR THIRD QUARTER OF FISCAL 2025

Exhibit 99.1 COMTECH ANNOUNCES FINANCIAL RESULTS FOR THIRD QUARTER OF FISCAL 2025 Chandler, Ariz. – June 9, 2025 – Comtech Telecommunications Corp. (NASDAQ: CMTL) (“Comtech” or the “Company”), a global communications technology leader, today reported financial results for its third quarter ended April 30, 2025. Consolidated Financial Results •Net sales of $126.8 million •Gross margin of 30.7% •Ope

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 June 9, 2025 0-7928 Date of Report (Date of earliest event reported) Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 June 9, 2025 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Index UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 30, 2025 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 0-7928 (Exact name of registrant as specified in i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report (Exact name of registrant as specified in its charter) Delaware 0-7928 11-2139466 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report (Exact name of registrant as specified in its charter) Delaware 0-7928 11-2139466 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 305 N 54th Street Chandler, Arizona 85226 (Address of Principal Executive Offices) (Zi

Exhibit 1.01 - Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form

Exhibit 1.01 Comtech Telecommunications Corp. Conflict Minerals Report For the Reporting Period from January 1, 2024 to December 31, 2024 As used in this report, the terms “Comtech,” “we,” “us,” “our” and “Company” mean Comtech Telecommunications Corp. and its subsidiaries. This report for the period January 1, to December 31, 2024 is prepared in accordance with Rule 13p-1 under the Securities Exc

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March 26, 2025 VIA EDGAR Division of Corporate Finance Office of Manufacturing Securities and Exchange Commission 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Index UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2025 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 0-7928 (Exact name of registrant as specified in

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 March 12, 2025 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization) (

Employment Agreement Amendment No. 1 between Comtech Telecommunications Corp. and Kenneth H. Traub, dated as of January 13, 2025

Exhibit 10.3 EMPLOYMENT AGREEMENT AMENDMENT No. 1 (the “Amendment”) January 13, 2025 WHEREAS, on or about November 27, 2024, Kenneth Traub (“Executive”) signed an Employment Agreement (the “Employment Agreement”) with Comtech Telecommunications Corp. (the “Company”), attached hereto as Exhibit A; WHEREAS, the Compensation Committee of the Board of Directors of the Company recommended the terms of

– Comtech Telecommunications Corp. 2023 Equity and Incentive Plan, as amended

Exhibit 10.9 Appendix A-1 COMTECH TELECOMMUNICATIONS CORP. 2023 EQUITY AND INCENTIVE PLAN I. INTRODUCTION 1.1 Purposes. The purposes of the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s g

Employment Agreement Amendment No. 1 between Comtech Telecommunications Corp. and

Exhibit 10.5 EMPLOYMENT AGREEMENT AMENDMENT No. 1 (the “Amendment”) January 10, 2025 WHEREAS, on or about February 26, 2024, Jeff Robertson (“Robertson”) signed an Employment Agreement (the “Employment Agreement”) with Comtech Telecommunications Corp. (the “Company”), attached hereto as Exhibit A; and WHEREAS, the Compensation Committee of the Board of Directors of the Company approved the terms o

COMTECH ANNOUNCES FINANCIAL RESULTS FOR SECOND QUARTER OF FISCAL 2025

Exhibit 99.1 COMTECH ANNOUNCES FINANCIAL RESULTS FOR SECOND QUARTER OF FISCAL 2025 Chandler, Ariz. – March 12, 2025 – Comtech Telecommunications Corp. (NASDAQ: CMTL) ("Comtech" or the "Company"), a global communications technology leader, today reported financial results for its second quarter ended January 31, 2025. "When I became Comtech's President and CEO on January 13, we announced both unsat

Employment Agreement between Comtech Telecommunications Corp. and

Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of February 26, 2024, by and between Jeff Robertson(“Executive”) and Comtech Telecommunications Corp., a Delaware corporation (the “Company”). WHEREAS, the Company desires to continue to employ Executive and to enter into this Agreement embodying the terms of such employment, and Executive de

United States

305 N. 54th Street, Chandler AZ 85226 Tel: 480 333-2200 www.comtech.com March 7, 2025 United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jennifer Thompson and Hugh West, Division of Corporation Finance, Office of Manufacturing RE: Request for SEC Comment Letter Extension for COMTECH TELECOMMUNICATIONS CORP /DE/ (CIK:0000023197) Dear Jennifer Thomp

Exhibit 4.1 – Form of Warrant Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, dated March 4, 2025)

Exhibit 4.1 FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK OF COMTECH TELECOMMUNICATIONS CORP. Original Issue Date: , , 2021 No. W- FOR VALUE RECEIVED, the undersigned, Comtech Telecommunications Corp., a Delaware corporation (together with its successors and assigns, the “Company”), hereby certifies that [] or any transferee, assignee or other subsequent holder hereof (the “Holder”) is entitl

Exhibit 3.2 – Certificate of Elimination eliminating the Series B-2 Convertible Preferred Stock

Exhibit 3.2 CERTIFICATE OF ELIMINATION OF SERIES B-2 CONVERTIBLE PREFERRED STOCK OF COMTECH TELECOMMUNICATIONS CORP. (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware) Comtech Telecommunications Corp., a Delaware corporation (the “Company”), hereby certifies in accordance with the provisions of Section 15l(g) of the General Corporation Law of the State of Delaware

– Waiver and Amendment No 1. to Subordinated Credit Agreement, dated as of March 3, 2025, by and among Comtech Telecommunications Corp., as borrower, the guarantors named therein, the lenders named therein, and U.S. Bank Trust Company, National Association, as agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated March 4, 2025)

  Exhibit 10.2   WAIVER AND AMENDMENT No. 1 to SUBORDINATED CREDIT AGREEMENT   This WAIVER AND AMENDMENT NO. 1 TO SUBORDINATED CREDIT AGREEMENT (this "Amendment") is entered into as of March 3, 2025, by and among COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation ("Comtech" or the "Borrower"), the Lenders identified on the signature pages hereof (which Lenders constitute all Lenders under th

Exhibit 10.4 – Form of Voting Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, dated March 4, 2025)

Exhibit 10.4   FORM OF   COMTECH TELECOMMUNICATIONS CORP.   VOTING AGREEMENT         VOTING AGREEMENT   THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of March 3, 2025, by and between Comtech Telecommunications Corp., a Delaware corporation (the “Company”), and the undersigned [Magnetar] / [White Hat] Investors (each, an “Investor”; together, the “Investors”). Capitalized te

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 28, 2025 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization

Exhibit 3.1 – Certificate of Designations designating the Series B-3 Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated March 4, 2025)

Exhibit 3.1 Comtech Telecommunications Corp. Certificate of Designations Series B-3 Convertible Preferred Stock March 3, 2025 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 SECTION 2. RULES OF CONSTRUCTION 16 SECTION 3. THE CONVERTIBLE PREFERRED STOCK 17 (a) Designation; Par Value 17 (b) Number of Authorized Shares 17 (c) Form, Dating and Denominations 17 (d) Method of Payment; Delay When Payment

Exhibit 10.3 – Subscription and Exchange Agreement, dated as of March 3, 2025, by and among Comtech Telecommunications Corp. and the Investors named therein (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated March 4, 2025)

Exhibit 10.3 SUBSCRIPTION AND EXCHANGE AGREEMENT BY AND AMONG Comtech Telecommunications Corp. AND THE ENTITIES LISTED ON EXHIBIT B HERETO Dated as of March 3, 2025 TABLE OF CONTENTS Page ARTICLE I. SUBSCRIPTION AND EXCHANGE OF SHARES 3 Section 1.1 Subscription and Exchange 3 Section 1.2 Closing 3 Section 1.3 Closing Deliverables 3 ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 4 Sectio

Exhibit 10.5 – Registration Rights Agreement, dated as of March 3, 2025, by and among Comtech Telecommunications Corp. and the Investors named therein (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, dated March 4, 2025)

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT BY AND AMONG COMTECH TELECOMMUNICATIONS CORP., AND THE ENTITIES LISTED ON EXHIBIT B HERETO Dated as of March 3, 2025 TABLE OF CONTENTS Page ARTICLE I Resale Shelf Registration 1 Section 1.1. Resale Shelf Registration Statement 1 Section 1.2. Effectiveness Period 2 Section 1.3. Subsequent Shelf Registration 2 Section 1.4. Supplements and Amendments 2 Secti

Exhibit 10.1 – Waiver and Amendment No. 2 to Credit Agreement, dated as of March 3, 2025, by and among Comtech Telecommunications Corp., as borrower, the lenders named therein, TCW Asset Management Company LLC, as term loan agent, and Wingspire Capital LLC, as revolving agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated March 4, 2025)

  Exhibit 10.1    WAIVER AND AMENDMENT No. 2 to CREDIT AGREEMENT   This WAIVER AND AMENDMENT NO. 2 TO CREDIT AGREEMENT (this "Amendment") is entered into as of March 3, 2025, by and among COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation ("Comtech", and together with those additional entities that hereafter become parties to the Credit Agreement as Borrowers in accordance with the terms the

Comtech Appoints David B. Kagan to its Board of Directors

EXHIBIT 99.1 Comtech Appoints David B. Kagan to its Board of Directors CHANDLER, Ariz. – Feb. 18, 2025 – Comtech Telecommunications Corp. (NASDAQ: CMTL) (“Comtech” or the “Company”), a global communications technology leader, today announced that the Comtech Board of Directors (the “Board) has appointed David (Dave) B. Kagan as an independent director to the Board, effective February 13, 2025. Mr.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 13, 2025 0-7928 Date of Report (Date of earliest event reported) Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 13, 2025 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Comtech Telecommunications Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 305 N 54th Street Chandler, AZ 85226 (480) 333-2200 (Name, address, including zip cod

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 13, 2025 0-7928 Date of Report (Date of earliest event reported) Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 13, 2025 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization)

Comtech Announces CEO Transition and Comprehensive Transformation Initiatives Appoints Kenneth H. Traub as President and Chief Executive Officer, Effective Immediately Commences Comprehensive Transformation to Immediately Strengthen Company

EXHIBIT 99.1 Comtech Announces CEO Transition and Comprehensive Transformation Initiatives Appoints Kenneth H. Traub as President and Chief Executive Officer, Effective Immediately Commences Comprehensive Transformation to Immediately Strengthen Company CHANDLER, Ariz. – Jan. 13, 2025 – Comtech Telecommunications Corp. (NASDAQ: CMTL) (“Comtech” or the “Company”), a global communications technology

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 10, 2025 0-7928 Date of Report Commission File Number (Date of earliest event reported) (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of (I.R.S. Employer Identificatio

Exhibit 10.6 – Form of Cash-Settled Performance Award Agreement Pursuant to Comtech Telecommunications Corp. 2023 Equity and Incentive Plan (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q, dated January 13, 2025)

Exhibit 10.9 CASH-SETTLED PERFORMANCE AWARD AGREEMENT PURSUANT TO THE COMTECH TELECOMMUNICATIONS CORP. 2023 EQUITY AND INCENTIVE PLAN THIS CASH-SETTLED PERFORMANCE AWARD AGREEMENT (this “Agreement”), is made effective as of ###GRANTDATE###, by and between Comtech Telecommunications Corp. (the “Company”) and ###PARTICIPANTNAME### (the “Participant”). WHEREAS, the Board of Directors of the Company (

Separation Agreement, dated January 10, 2025

EXHIBIT 10.1 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is made by and between John Ratigan (“Executive”) and Comtech Telecommunications Corp. (“Comtech”), and its subsidiaries (collectively, the “Company”) (Each of the Executive and the Company will be referred to herein as a “Party” and jointly as the “Parties”): WHEREAS, Executive was employed by the Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

– Separation Agreement and Release between Comtech Telecommunications Corp. and John Ratigan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, dated January 13, 2025)

EXHIBIT 10.1 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is made by and between John Ratigan (“Executive”) and Comtech Telecommunications Corp. (“Comtech”), and its subsidiaries (collectively, the “Company”) (Each of the Executive and the Company will be referred to herein as a “Party” and jointly as the “Parties”): WHEREAS, Executive was employed by the Co

COMTECH ANNOUNCES FINANCIAL RESULTS FOR THE FIRST QUARTER OF FISCAL 2025

Exhibit 99.1 COMTECH ANNOUNCES FINANCIAL RESULTS FOR THE FIRST QUARTER OF FISCAL 2025 Chandler, Ariz. – January 13, 2025 – Comtech Telecommunications Corp. (NASDAQ: CMTL) ("Comtech" or the "Company"), a global communications technology leader, today reported financial results for its first fiscal quarter ended October 31, 2024. In addition, Comtech separately announced today that its Board of Dire

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Index UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 2024 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 0-7928 (Exact name of registrant as specified in

Exhibit 10.7 - Employment Agreement between Comtech Telecommunications Corp. and John Ratigan, dated as of October 28, 2024

Exhibit 10.7 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of October 28, 2024, by and between John Ratigan (“Executive”) and Comtech Telecommunications Corp., a Delaware corporation (the “Company”). WHEREAS, the Company desires to employ Executive and to enter into this Agreement embodying the terms of such employment, and Executive desires to enter

Exhibit 10.2 - Employment Agreement between Comtech Telecommunications Corp. and Kenneth H. Traub, dated as of November 27, 2024

Exhibit 10.8 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of November 27, 2024, by and between Kenneth Traub (“Executive”) and Comtech Telecommunications Corp., a Delaware corporation (the “Company”). WHEREAS, the Company desires to employ Executive and to enter into this Agreement embodying the terms of such employment, and Executive desires to ent

Press Release dated January 13, 2025 issued by Comtech Telecommunications Corp.

EXHIBIT 99.1 Comtech Announces CEO Transition and Comprehensive Transformation Initiatives Appoints Kenneth H. Traub as President and Chief Executive Officer, Effective Immediately Commences Comprehensive Transformation to Immediately Strengthen Company CHANDLER, Ariz. – Jan. 13, 2025 – Comtech Telecommunications Corp. (NASDAQ: CMTL) (“Comtech” or the “Company”), a global communications technology

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 13, 2025 0-7928 Date of Report (Date of earliest event reported) Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 13, 2025 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization)

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 18, 2024 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization

Comtech Provides Update on Quarterly Filing Process Announces Notification of Delinquency from Nasdaq for Late Filing of Form 10-Q for Period Ended October 31, 2024

EXHIBIT 99.1 Comtech Provides Update on Quarterly Filing Process Announces Notification of Delinquency from Nasdaq for Late Filing of Form 10-Q for Period Ended October 31, 2024 CHANDLER, Ariz. – December 23, 2024 – Comtech Telecommunications Corp. (NASDAQ: CMTL) (“Comtech” or the “Company”), a global technology leader, received a letter (the “Letter”) from the Nasdaq Listing Qualifications Depart

CONTROL PERSON IDENTIFICATION

Exhibit B CONTROL PERSON IDENTIFICATION Needham Investment Management L.L.C. is the relevant entity for which each of Needham Asset Management, LLC, George A. Needham may be considered control persons.

JOINT FILING AGREEMENT

Exhibit A JOINT FILING AGREEMENT The undersigned agree that this Schedule 13G Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 (Amendment No. 1) NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-CEN Form N-CSR For Period

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 (Amendment No. 1) NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-CEN Form N-CSR For Period Ended: October 31, 2024 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report

Exhibit 10.10 – Form of Indemnification Agreement by and among Comtech Telecommunications Corp. and the Board of Directors and Certain Officers (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, dated December 13, 2024)

EXHIBIT 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of the date hereof, or the date of the appointment to the Board of Directors, whichever shall be earlier, by and among Comtech Telecommunications Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 9, 2024 0-7928 Date of Report Commission File Number (Date of earliest event reported) (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of (I.R.S. Employer Identificatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-CEN Form N-CSR For Period Ended: October 31,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-CEN Form N-CSR For Period Ended: October 31, 2024 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q For

Annual Report 2024 1 ANNUAL REPORT 2024 Annual Report 2024 2 Creating the world’s most innovative communications solutions Annual Report 2024 3 FISCAL 2024 SELECTED FINANCIAL DATA $ in millions Comtech’s fiscal year end is July 31 *For a definition a

Annual Report 2024 1 ANNUAL REPORT 2024 Annual Report 2024 2 Creating the world’s most innovative communications solutions Annual Report 2024 3 FISCAL 2024 SELECTED FINANCIAL DATA $ in millions Comtech’s fiscal year end is July 31 *For a definition and explanation of how “Adjusted EBITDA” (a Non-GAAP financial measure) is calculated as disclosed above, see page 73 of our Fiscal 2024 Annual Report on Form 10-K $616.

Comtech Elects Kenneth H. Traub as Executive Chairman Bruce Crawford to Serve as Lead Independent Director

EXHIBIT 99.1 Comtech Elects Kenneth H. Traub as Executive Chairman Bruce Crawford to Serve as Lead Independent Director CHANDLER, Ariz. – November 27, 2024 – Comtech Telecommunications Corp. (NASDAQ: CMTL) (“Comtech” or the “Company”), a global technology leader, today announced that its Board of Directors (the “Board”) has unanimously elected Kenneth (Ken) H. Traub as the Executive Chairman of th

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 26, 2024 0-7928 Date of Report Commission File Number (Date of earliest event reported) (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of (I.R.S. Employer Identificati

Important Notice Regarding the Availability of Proxy Materials for the Fiscal 2024 Annual Meeting of Stockholders to be Held on January 13, 2025.

Letter to Stockholders Letter to Stockholders Notice of Fiscal 2024 Annual Meeting of Stockholders and Proxy Statement Comtech Telecommunications Corp.

Comtech Announces Amicable Resolution With the Porcelain/Kornberg/Timoshenko Group Names Michael Hildebrandt as New Independent Director Will Appoint an Additional Mutually Agreed Independent Director

Exhibit 99.1 Comtech Announces Amicable Resolution With the Porcelain/Kornberg/Timoshenko Group Names Michael Hildebrandt as New Independent Director Will Appoint an Additional Mutually Agreed Independent Director November 18, 2024 08:00 AM Eastern Standard Time CHANDLER, Ariz.-(BUSINESS WIRE)-Comtech Telecommunications Corp. (NASDAQ: CMTL) (the “Company”), a global technology leader, today announ

CMTL / Comtech Telecommunications Corp. / PORCELAIN MICHAEL - AMENDMENT NO. 1 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da11425000111182024.htm AMENDMENT NO. 1 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Comtech Telecommunications Corp. (Name of Issuer) Common Stock, par value $0

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 17, 2024 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

Cooperation Agreement, dated November 17, 2024, by and among Comtech Telecommunications Corp. and Michael Porcelain, Fred Kornberg and Oleg Timoshenko.

Exhibit 10.1 COOPERATION AGREEMENT This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of November 17, 2024, by and among Comtech Telecommunications Corp., a Delaware corporation (the “Company”), on the one hand, and Michael Porcelain, Fred Kornberg and Oleg Timoshenko (collectively the “FK/MP/OT Group,” and each individual, a “member” of such group), on the other hand. The C

CMTL / Comtech Telecommunications Corp. / NEEDHAM INVESTMENT MANAGEMENT LLC Passive Investment

SC 13G 1 d1152715513g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Comtech Telecommunications Corp (Name of Issuer) Common Stock, par value $0. 10 per share (Title of Class of Securities) 205826209 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the a

CMTL / Comtech Telecommunications Corp. / Archon Capital Management LLC Passive Investment

SC 13G/A 1 d1151569513g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Comtech Telecommunications Corp. (Name of Issuer) Common Stock, $0.10 par value per share (Title of Class of Securities) 205826209 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check

CMTL / Comtech Telecommunications Corp. / NEEDHAM CAPITAL MANAGMENT LLC Passive Investment

SC 13G 1 d1152715513g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Comtech Telecommunications Corp (Name of Issuer) Common Stock, par value $0. 10 per share (Title of Class of Securities) 205826209 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

Comtech Internal – Limited Distribution Comtech Internal – Limited Distribution 1 FOURTH QUARTER FISCAL 2024 RESULTS Exhibit 99.1 Said plainly, I couldn’t be more excited. In the many discussions I’ve had with investors over the past few months, I’ve

Comtech Internal – Limited Distribution Comtech Internal – Limited Distribution 1 FOURTH QUARTER FISCAL 2024 RESULTS Exhibit 99.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 28, 2024 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 31, 2024 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization)

Comtech Announces Leadership Updates Appoints John Ratigan, Satellite Technology Veteran with Extensive Knowledge of Comtech’s Business Operations, as President and Chief Executive Officer Appoints Kenneth H. Traub to Board of Directors, Adding Deep

EXHIBIT 99.1 Comtech Announces Leadership Updates Appoints John Ratigan, Satellite Technology Veteran with Extensive Knowledge of Comtech’s Business Operations, as President and Chief Executive Officer Appoints Kenneth H. Traub to Board of Directors, Adding Deep Experience and Expertise in Corporate Governance, Turnarounds and Strategic Transformations CHANDLER, Ariz. – October 30, 2024 – Comtech

Exhibit 3.2 – Form of Certificate of Elimination eliminating the Series B-1 Convertible Preferred Stock, dated as of October 23, 2024 (incorporated by reference to Exhibit 3(a)(v) to the Company’s Annual Report on Form 10-K

EX-3.(A)(V) 2 exhibit3av-comtechxseriesb.htm EX-3.(A)(V) EXHIBIT 3(a)(v) CERTIFICATE OF ELIMINATION OF SERIES B-1 CONVERTIBLE PREFERRED STOCK OF COMTECH TELECOMMUNICATIONS CORP. (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware) Comtech Telecommunications Corp., a Delaware corporation (the “Company’’), hereby certifies in accordance with the provisions of Section

Description of Comtech Telecommunications Corp.'s Securities Registered Pursuant to Section 12 of the Exchange Act

Exhibit 4(a)(ii) DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Comtech Telecommunications Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended July 31, 2024 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 0-7928 (Exact name of registrant as specified in its charter) Del

Form of Other Stock Award Agreement pursuant to the 2023 Equity and Incentive Plan

Exhibit 10(v)(3) ###EMPLOYEEGRANTNUMBER### COMTECH TELECOMMUNICATIONS CORP. 2023 Equity and Incentive Plan Other Stock Award Agreement Comtech Telecommunications Corp., a Delaware corporation (the “Company”), hereby grants to you, ###PARTICIPANTNAME###, as of ###GRANTDATE### (the “Grant Date”), pursuant to Section 3.1 of the Company’s 2023 Equity and Incentive Plan (the “Plan”), an Other Stock Awa

Form of Restricted Stock Agreement to Non-employee Directors pursuant to the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan

Exhibit 10(v)(5) ###EMPLOYEEGRANTNUMBER### RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO THE COMTECH TELECOMMUNICATIONS CORP.

Subsidiaries of the Registrant

Exhibit 21 Subsidiaries of Comtech Telecommunications Corp.* Subsidiaries Jurisdiction of Incorporation Comtech Satellite Network Technologies, Inc. Delaware Comtech Mobile Datacom LLC (a subsidiary of Comtech Systems, Inc.) Delaware Comtech Systems, Inc. (a subsidiary of TeleCommunication Systems, Inc.) Delaware Comtech Satellite Network Technologies, Corp. Canada TeleCommunication Systems, Inc.

Clawback Policy of the Company

Exhibit 97 COMTECH TELECOMMUNICATIONS CORP. DODD-FRANK POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Comtech Telecommunications Corp. (the “Company”) has adopted this Dodd-Frank Policy on Recoupment of Incentive Compensation (this “Policy”), which provides for the recoupment of compen

Trading Policies and Procedur

Exhibit 19 Comtech Public Comtech Telecommunication Corp. Insider Trading Policy (from Standards of Business Conduct published in June 2024) Confidential Information and Securities Law “Insider trading” is the purchase or sale of a publicly traded security while in possession of important non-public information about the issuer of the security. “Tipping” is communicating such information to anyone

Form of Restricted Stock Unit Agreement to Non-employee Directors pursuant to the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan

Exhibit 10(v)(4) ###EMPLOYEEGRANTNUMBER### RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE COMTECH TELECOMMUNICATIONS CORP.

Waiver and Amendment No. 1 to Credit Agreement, dated as of October 17, 2024, by and among Comtech Telecommunications Corp., as borrower, the lenders named therein, TCW Asset Management Company LLC, as term loan agent, and Wingspire Capital LLC, as revolving agent

Exhibit 10.1 WAIVER AND AMENDMENT No. 1 to CREDIT AGREEMENT This WAIVER AND AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment") is entered into as of October 17, 2024, by and among COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation ("Comtech", and together with those additional entities that hereafter become parties to the Credit Agreement as Borrowers in accordance with the terms thereof

Comtech Announces Transformation Strategy and Capital Structure Update Board of Directors Discloses Strategic Alternatives Process for Terrestrial & Wireless Networks Segment; Comtech to Become a Pure-Play Satellite and Space Communications Company C

Exhibit 99.1 Comtech Announces Transformation Strategy and Capital Structure Update Board of Directors Discloses Strategic Alternatives Process for Terrestrial & Wireless Networks Segment; Comtech to Become a Pure-Play Satellite and Space Communications Company Company Amends Credit Facility and Enters into New Subordinated Unsecured Term Loan Facility CHANDLER, Ariz. – October 17, 2024 – Comtech

Subordinated Credit Agreement, dated as of October 17, 2024, by and among Comtech Telecommunications Corp., as borrower, the lenders named therein, and U.S. Bank Trust Company, National Association, as agent

Exhibit 10.2 Execution Version SUBORDINATED CREDIT AGREEMENT by and among U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and COMTECH TELECOMMUNICATIONS CORP., and THE GUARANTORS THAT ARE PARTIES FROM TIME TO TIME HERETO Dated as of October 17, 2024 TABLE OF CONTENTS Page 1. DEFINITIONS AND CONSTRUCTION 1 1.1. Definitions 1 1.2. Accounti

CMTL / Comtech Telecommunications Corp. / White Hat Capital Partners LP - COMTECH TELECOMMUNICATIONS CORP. Activist Investment

SC 13D/A 1 p24-3007sc13da.htm COMTECH TELECOMMUNICATIONS CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Comtech Telecommunications Corp. (Name of Issuer) Common stock, par value $0.10 per share (Title of Class of Securities) 205826209 (CUSIP Number) Mark R. Quinlan c/o White Hat Capital Partners LP 520 Mad

Exhibit 10.4 – Form of Voting Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K

EXHIBIT 10.4 Final Form FORM OF COMTECH TELECOMMUNICATIONS CORP. VOTING AGREEMENT VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of October 17, 2024, by and between Comtech Telecommunications Corp., a Delaware corporation (the “Company”), and the undersigned [Magnetar] / [White Hat] Investors (each, an “Investor”; together, the “Investors”). Capitalized term

Exhibit 10.5 – Registration Rights Agreement, dated as of October 17, 2024, by and among Comtech Telecommunications Corp. and the Investors named therein (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K

EXHIBIT 10.5 Execution Version REGISTRATION RIGHTS AGREEMENT BY AND AMONG COMTECH TELECOMMUNICATIONS CORP., AND THE ENTITIES LISTED ON EXHIBIT B HERETO Dated as of October 17, 2024 TABLE OF CONTENTS Page ARTICLE I Resale Shelf Registration 1 Section 1.1. Resale Shelf Registration Statement 1 Section 1.2. Effectiveness Period 2 Section 1.3. Subsequent Shelf Registration 2 Section 1.4. Supplements a

Certificate of Designations designating the Series B-2 Convertible Preferred Stock

Exhibit 3.1 Execution Version Comtech Telecommunications Corp. Certificate of Designations Series B-2 Convertible Preferred Stock October 17, 2024 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 SECTION 2. RULES OF CONSTRUCTION 16 SECTION 3. THE CONVERTIBLE PREFERRED STOCK 17 (a) Designation; Par Value 17 (b) Number of Authorized Shares 17 (c) Form, Dating and Denominations 17 (d) Method of Paymen

CMTL / Comtech Telecommunications Corp. / Magnetar Financial LLC - SC 13D/A Activist Investment

SC 13D/A 1 tm2426517d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Comtech Telecommunications Corp. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 205826209 (CUSIP Number of Class of Securities) David J. Snyderman Magnetar Capital LLC 16

Exhibit 4.1 – Form of Warrant Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K

Exhibit 4.1 Final Form FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK OF COMTECH TELECOMMUNICATIONS CORP. Original Issue Date: , , 2021 No. W- FOR VALUE RECEIVED, the undersigned, Comtech Telecommunications Corp., a Delaware corporation (together with its successors and assigns, the “Company”), hereby certifies that [] or any transferee, assignee or other subsequent holder hereof (the “Holder”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 17, 2024 0-7928 Date of Report (Date of earliest event reported) Commission File Number Comtech Telecommunications Corp. (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction

ber 17, 2024, by and among Comtech Telecommunications Corp. and

EXHIBIT 10.3 Execution Version SUBSCRIPTION AND EXCHANGE AGREEMENT BY AND AMONG Comtech Telecommunications Corp. AND THE ENTITIES LISTED ON EXHIBIT B HERETO Dated as of October 17, 2024 TABLE OF CONTENTS Page ARTICLE I. SUBSCRIPTION AND EXCHANGE OF SHARES 2 Section 1.1 Subscription and Exchange 2 Section 1.2 Closing 3 Section 1.3 Closing Deliverables 3 ARTICLE II. REPRESENTATIONS AND WARRANTIES OF

Form of Certificate of Elimination eliminating the Series B-1 Convertible Preferred Stock

EXHIBIT 3.2 CERTIFICATE OF ELIMINATION OF SERIES B-1 CONVERTIBLE PREFERRED STOCK OF COMTECH TELECOMMUNICATIONS CORP. (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware) Comtech Telecommunications Corp., a Delaware corporation (the “Company’’), hereby certifies in accordance with the provisions of Section 15l(g) of the General Corporation Law of the State of Delawar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [X ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-CEN Form N-CSR For Period Ended: July 31, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [X ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-CEN Form N-CSR For Period Ended: July 31, 2024 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q For th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 tm2424525d1defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

CMTL / Comtech Telecommunications Corp. / PORCELAIN MICHAEL - THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Comtech Telecommunications Corp. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 205826209 (CUSIP Number) MICHAE

JOINT FILING AND SOLICITATION AGREEMENT

EX-99.1 2 ex991to13d14250001092024.htm JOINT FILING AND SOLICITATION AGREEMENT, DATED SEPTEMBER 20, 2024. Exhibit 99.1 JOINT FILING AND SOLICITATION AGREEMENT WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Comtech Telecommunications Corp., a Delaware corporation (the “Company”); and WHEREAS, Fred Kornberg (“FK”), Michael Porcelain (“MP”) and Oleg Timoshenko (“OT”) (

POWER OF ATTORNEY

EX-99.2 3 ex992to13d14250001092024.htm POWERS OF ATTORNEY. Exhibit 99.2 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Michael Porcelain the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Comtech

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 12, 2024 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organizatio

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 6, 2024 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization

Up to 1,435,884 shares of Common Stock underlying the Warrants Comtech Telecommunications Corp.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-280839 PROSPECTUS Up to 1,435,884 shares of Common Stock underlying the Warrants Comtech Telecommunications Corp. This prospectus relates to the resale from time to time, by the selling stockholders (the “Selling Stockholders”) identified in this prospectus under the caption “Selling Stockholders,” of up to 1,435,884 shares of common stock (the

COMTECH TELECOMMUNICATIONS CORP. 305 N 54th Street Chandler, Arizona 85226

COMTECH TELECOMMUNICATIONS CORP. 305 N 54th Street Chandler, Arizona 85226 July 19, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Bradley Ecker Comtech Telecommunications Corp. Registration Statement on Form S-1 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended

Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP

Exhibit 5(a) Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 July 16, 2024 Comtech Telecommunications Corp.

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Table S-1 (Form Type) Comtech Telecommunications Corp.

Consent of Independent Registered Public Accounting Firm

Exhibit 23(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-1 of our reports dated October 12, 2023, relating to the consolidated financial statements of Comtech Telecommunications Corp.

As filed with the Securities and Exchange Commission on July 16, 2024.

As filed with the Securities and Exchange Commission on July 16, 2024. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Comtech Telecommunications Corp. (Exact name of Registrant as specified in its charter) Delaware 3663 11-2139466 (State or other jurisdiction of incorporation o

CMTL / Comtech Telecommunications Corp. / Magnetar Financial LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Comtech Telecommunications Corp. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 205826209 (CUSIP Number of Class of Securities) David J. Snyderman Magnetar Capital LLC 1603 Orrington Ave. Evanston, Illinois 60201

Subscription and Exchange Agreement, dated as of June 17, 2024, by and among Comtech Telecommunications Corp. and the Investors named therein

EXHIBIT 10.2 Execution Version SUBSCRIPTION AND EXCHANGE AGREEMENT BY AND AMONG Comtech Telecommunications Corp. AND THE ENTITIES LISTED ON EXHIBIT B HERETO Dated as of June 17, 2024 TABLE OF CONTENTS Page ARTICLE I. EXCHANGE OF SHARES 2 Section 1.1 Exchange 2 Section 1.2 Closing 2 Section 1.3 Closing Deliverables 2 ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 3 Section 2.1 Organizati

CMTL / Comtech Telecommunications Corp. / White Hat Capital Partners LP Activist Investment

SC 13D/A 1 p24-2180sc13da.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Comtech Telecommunications Corp. (Name of Issuer) Common stock, par value $0.10 per share (Title of Class of Securities) 205826209 (CUSIP Number) Mark R. Quinlan c/o White Hat Capital Partners LP 520 Madison Avenue, 33rd Floor New York,

Exhibit 10.6 - Form of Long Term Performance Award Agreement pursuant to the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan

Exhibit 10.6 ###EMPLOYEEGRANTNUMBER### LONG TERM PERFORMANCE AWARD AGREEMENT PURSUANT TO THE COMTECH TELECOMMUNICATIONS CORP. 2023 EQUITY AND INCENTIVE PLAN THIS LONG TERM PERFORMANCE AWARD AGREEMENT (this “Agreement”), is made effective as of ###GRANTDATE###, by and between Comtech Telecommunications Corp. (the “Company”) and ###PARTICIPANTNAME### (the “Participant”). WHEREAS, the Board of Direct

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Index UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 30, 2024 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 0-7928 (Exact name of registrant as specified in i

Comtech Telecommunications Corp. 2023 Equity and Incentive P

Exhibit 10.4 COMTECH TELECOMMUNICATIONS CORP. 2023 EQUITY AND INCENTIVE PLAN I. INTRODUCTION 1.1 Purposes. The purposes of the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and suc

Form of Warrant Agreement

EXHIBIT 4.1 Final Form THE SECURITIES (INCLUDING THE COMMON STOCK WHICH MAY BE PURCHASED HEREUNDER) REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER S

Exhibit 10.3 to the Registrant’s Form 8-K, filed June 18, 2024

EXHIBIT 10.3 Final Form FORM OF COMTECH TELECOMMUNICATIONS CORP. VOTING AGREEMENT VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of June 17, 2024, by and between Comtech Telecommunications Corp., a Delaware corporation (the “Company”), and the undersigned [Magnetar] / [White Hat] Investors (each, an “Investor”; together, the “Investors”). Capitalized terms u

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 June 18, 2024 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization) (I

Certificate of Designations designating the Series B-1 Convertible Preferred Stock

EXHIBIT 3.1 Execution Version Comtech Telecommunications Corp. Certificate of Designations Series B-1 Convertible Preferred Stock June 17, 2024 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 SECTION 2. RULES OF CONSTRUCTION 15 SECTION 3. THE CONVERTIBLE PREFERRED STOCK 16 (a) Designation; Par Value 16 (b) Number of Authorized Shares 16 (c) Form, Dating and Denominations 16 (d) Method of Payment;

Form of Certificate of Elimination eliminating the Series B Convertible Preferred Stock

EXHIBIT 3.2 CERTIFICATE OF ELIMINATION OF SERIES B CONVERTIBLE PREFERRED STOCK OF COMTECH TELECOMMUNICATIONS CORP. (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware) Comtech Telecommunications Corp., a Delaware corporation (the “Company’’), hereby certifies in accordance with the provisions of Section 15l(g) of the General Corporation Law of the State of Delaware

Credit Agreement, dated as of June 17, 2024, among Comtech Telecommunications Corp. and the lenders named therein

EXHIBIT 10.1 THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THE TERM LOAN UNDER THIS AGREEMENT ARE TREATED AS HAVING BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "IRC"), AND THIS LEGEND IS REQUIRED BY SECTION 1275(c) OF THE IRC. BEGINNING NO LATER THAN JUNE 17, 2024, A L

1 Exhibit 99.1 Fellow Shareholders, Last quarter in my first call as CEO I made two commitments to all of you. First, I promised direct and clear explanation of my priorities for driving growth and improving the performance of both our Terrestrial &

1 Exhibit 99.1 Fellow Shareholders, Last quarter in my first call as CEO I made two commitments to all of you. First, I promised direct and clear explanation of my priorities for driving growth and improving the performance of both our Terrestrial & Wireless Networks segment and our Satellite & Space Communications segment. Second, I stated that my top priority was to strengthen our balance sheet.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 June 17, 2024 0-7928 Date of Report Commission File Number (Date of earliest event reported) (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of (I.R.S. Employer Identification N

Registration Rights Agreement, dated as of June 17, 2024, by and among Comtech Telecommunications Corp. and the Investors named therein

EXHIBIT 10.4 Execution Version REGISTRATION RIGHTS AGREEMENT BY AND AMONG COMTECH TELECOMMUNICATIONS CORP., AND THE ENTITIES LISTED ON EXHIBIT B HERETO Dated as of June 17, 2024 TABLE OF CONTENTS Page ARTICLE I Resale Shelf Registration 1 Section 1.1. Resale Shelf Registration Statement 1 Section 1.2. Effectiveness Period 2 Section 1.3. Subsequent Shelf Registration 2 Section 1.4. Supplements and

Exhibit 10.5 - Form of Restricted Stock Unit Agreement pursuant to the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan

Exhibit 10.5 ###EMPLOYEEGRANTNUMBER### RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE COMTECH TELECOMMUNICATIONS CORP. 2023 EQUITY AND INCENTIVE PLAN Dear ###PARTICIPANTNAME###: Preliminary Statement As an employee of Comtech Telecommunications Corp. (the “Company”) or an Affiliate, pursuant to Section 3.1 of the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan (the “Plan”), you we

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-CEN Form N-CSR For Period Ended: April 30, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-CEN Form N-CSR For Period Ended: April 30, 2024 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q For th

Exhibit 1.01 - Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form

Exhibit 1.01 Comtech Telecommunications Corp. Conflict Minerals Report For the Reporting Period from January 1, 2023 to December 31, 2023 As used in this report, the terms “Comtech,” “we,” “us,” “our” and “Company” mean Comtech Telecommunications Corp. and its subsidiaries. This report for the period January 1, 2023 to December 31, 2023 is prepared in accordance with Rule 13p-1 under the Securitie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report (Exact name of registrant as specified in its charter) Delaware 0-7928 11-2139466 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report (Exact name of registrant as specified in its charter) Delaware 0-7928 11-2139466 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 305 N 54th Street Chandler, Arizona 85226 (Address of Principal Executive Offices) (Zi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 26, 2024 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization) (

Exhibit 10.1 to the Registrant’s Form 8-K, filed May 2, 2024

Exhibit 10.1 , 2024 Re: Retention Bonus Agreement Dear : Comtech Telecommunications Corp. (“Comtech" or the “Company”) is pleased to offer you (“you” or “Employee”) this Retention Bonus Agreement (the “Agreement”). The purpose of this Agreement is to incentivize you to remain employed with the Company as part of our Retention Program (“Program”) as the Company reorganizes under new leadership. Thi

between Comtech Telecommunications Corp. and John Ratigan

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of December 1, 2023, by and between John Ratigan (“Executive”) and Comtech Telecommunications Corp., a Delaware corporation (the “Company”). WHEREAS, the Company desires to continue to employ Executive and to enter into this Agreement embodying the terms of such employment, and Executive desi

between Comtech Telecommunications Corp. and John Ratigan

Exhibit 10.2 EMPLOYMENT AGREEMENT AMENDMENT 1 WHEREAS, on or about December 1, 2023, John Ratigan (“Ratigan”) signed an Employment Agreement with Comtech Telecommunications Corp. (the “Company”); WHEREAS, on or about March 25, 2024, the Compensation Committee of the Company approved a Recommendation in favor of amending Ratigan’s employment agreement as follows (the “Amendment”): Adding a $10k mon

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 March 27, 2024 0-7928 Date of Report (Date of earliest event reported) Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 March 27, 2024 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1)

Index UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2024 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 0-7928 (Exact name of registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 March 18, 2024 0-7928 Date of Report (Date of earliest event reported) Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 March 18, 2024 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2024 ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2024 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 0-7928 (Exact name of registrant as specified in its c

SECOND QUARTER: Fiscal Year 2024 0 Second Quarter Fiscal Year 2024 Exhibit 99.1 SECOND QUARTER: Fiscal Year 2024 1 FOREWORD John Ratigan, Interim CEO Fellow Shareholders, Let me begin with a quick note of introduction: while I’m new to the role of Co

q2fy24shareholderletter SECOND QUARTER: Fiscal Year 2024 0 Second Quarter Fiscal Year 2024 Exhibit 99.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 March 11, 2024 0-7928 Date of Report (Date of earliest event reported) Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 March 11, 2024 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25/A (Amendment No. 1) NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25/A (Amendment No. 1) NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-CEN Form N-CSR For Period Ended: January 31, 2024 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Repo

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 March 12, 2024 0-7928 Date of Report Commission File Number (Date of earliest event reported) (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of (I.R.S. Employer Identification

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-CEN Form N-CSR For Period Ended: January 31, 2024 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q For

CMTL / Comtech Telecommunications Corp. / Archon Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

CMTL / Comtech Telecommunications Corp. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0664-comtechtelecommunicat.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: Comtech Telecommunications Corp Title of Class of Securities: Common Stock CUSIP Number: 205826209 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropria

CMTL / Comtech Telecommunications Corp. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 11 )* Comtech Telecommunications Corp (Name of Issuer) Common Stock (Title of Class of Securities) 205826209 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appro

CMTL / Comtech Telecommunications Corp. / Magnetar Financial LLC - SC 13D/A Activist Investment

SC 13D/A 1 tm243981d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Comtech Telecommunications Corp. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 205826209 (CUSIP Number of Class of Securities) David J. Snyderman Magnetar Capital LLC 160

CMTL / Comtech Telecommunications Corp. / White Hat Capital Partners LP - COMTECH TELECOMMUNICATIONS CORP Activist Investment

SC 13D 1 p24-0307sc13d.htm COMTECH TELECOMMUNICATIONS CORP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Comtech Telecommunications Corp. (Name of Issuer) Common stock, par value $0.10 per share (Title of Class of Securities) 205826209 (CUSIP Number) Mark R. Quinlan c/o White Hat Capital Partners LP 520 Madison Av

FORM OF COMTECH TELECOMMUNICATIONS CORP. VOTING AGREEMENT VOTING AGREEMENT

EXHIBIT 99.2 Final Form FORM OF COMTECH TELECOMMUNICATIONS CORP. VOTING AGREEMENT VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of January 22, 2024, by and between Comtech Telecommunications Corp., a Delaware corporation (the “Company”), and the undersigned [Magnetar] / [White Hat] Investors (each, an “Investor”; together, the “Investors”). Capitalized term

FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK OF COMTECH TELECOMMUNICATIONS CORP.

EXHIBIT 99.1 Final Form FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK OF COMTECH TELECOMMUNICATIONS CORP. Original Issue Date: , , 2021 No. W- FOR VALUE RECEIVED, the undersigned, Comtech Telecommunications Corp., a Delaware corporation (together with its successors and assigns, the “Company”), hereby certifies that [] or any transferee, assignee or other subsequent holder hereof (the “Holder

Exhibit 10.4 - Subscription and Exchange Agreement, dated as of January 22, 2024, by and among Comtech Telecommunications Corp. and the Investors named therein (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated January 23, 2024)

EXHIBIT 10.1 EXECUTION VERSION SUBSCRIPTION AND EXCHANGE AGREEMENT BY AND AMONG Comtech Telecommunications Corp. AND THE ENTITIES LISTED ON EXHIBIT B HERETO Dated as of January 22, 2024 TABLE OF CONTENTS ARTICLE I. PURCHASE, SALE and exchange OF SHARES 2 Section 1.1 Purchase, Sale and Exchange 2 Section 1.2 Closing 2 Section 1.3 Closing Deliverables 2 ARTICLE II. REPRESENTATIONS AND WARRANTIES OF

Exhibit 3.5 - Form of Certificate of Elimination eliminating the Series A-1 Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K dated January 23, 2024)

EXHIBIT 3.2 CERTIFICATE OF ELIMINATION OF SERIES A-1 CONVERTIBLE PREFERRED STOCK OF COMTECH TELECOMMUNICATIONS CORP. (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware) Comtech Telecommunications Corp., a Delaware corporation (the “Company’’), hereby certifies in accordance with the provisions of Section 15l(g) of the General Corporation Law of the State of Delawar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 22, 2024 0-7928 Date of Report Commission File Number (Date of earliest event reported) (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of (I.R.S. Employer Identificatio

REGISTRATION RIGHTS AGREEMENT BY AND AMONG COMTECH TELECOMMUNICATIONS CORP., Dated as of January 22, 2024 TABLE OF CONTENTS

EXHIBIT 99.3 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT BY AND AMONG COMTECH TELECOMMUNICATIONS CORP., AND THE ENTITIES LISTED ON EXHIBIT B HERETO Dated as of January 22, 2024 TABLE OF CONTENTS Page ARTICLE I Resale Shelf Registration 1 Section 1.1. Resale Shelf Registration Statement 1 Section 1.2. Effectiveness Period 2 Section 1.3. Subsequent Shelf Registration 2 Section 1.4. Supplements a

Certificate of Designations designating the Series B Convertible Preferred Stock

EXHIBIT 3.1 EXECUTION VERSION Comtech Telecommunications Corp. Certificate of Designations Series B Convertible Preferred Stock January 22, 2024 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 SECTION 2. RULES OF CONSTRUCTION 15 SECTION 3. THE CONVERTIBLE PREFERRED STOCK 15 (a) Designation; Par Value 15 (b) Number of Authorized Shares 16 (c) Form, Dating and Denominations 16 (d) Method of Payment;

Comtech Announces $45 Million Strategic Investment and Exchange of Convertible Preferred Stock Investment Enhances Comtech’s Financial Flexibility and Supports Its Strategic Initiatives in Satellite Ground Station Infrastructure and Next-Generation T

EXHIBIT 99.1 Comtech Announces $45 Million Strategic Investment and Exchange of Convertible Preferred Stock Investment Enhances Comtech’s Financial Flexibility and Supports Its Strategic Initiatives in Satellite Ground Station Infrastructure and Next-Generation Terrestrial and Wireless Solutions MELVILLE, N.Y. - (BUSINESS WIRE) - January 22, 2024 - Comtech Telecommunications Corp. (NASDAQ: CMTL) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 22, 2024 0-7928 Date of Report Commission File Number (Date of earliest event reported) (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of (I.R.S. Employer Identificatio

Executive Employment Agreement

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of December 1, 2023, by and between [EXECUTIVE NAME] (“Executive”) and Comtech Telecommunications Corp., a Delaware corporation (the “Company”). WHEREAS, the Company desires to continue to employ Executive and to enter into this Agreement embodying the terms of such employment, and Executive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 3, 2024 0-7928 Date of Report (Date of earliest event reported) Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 3, 2024 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 14, 2023 0-7928 Date of Report (Date of earliest event reported) Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 14, 2023 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organizati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 68 South Service Road, Suite 230 Melville, NY 11747 (631) 962-7000 (Name, address, in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 14, 2023 0-7928 Date of Report (Date of earliest event reported) Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 14, 2023 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Comtech Telecommunications Corp.

CMTL / Comtech Telecommunications Corp. / Magnetar Financial LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Comtech Telecommunications Corp. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 205826209 (CUSIP Number of Class of Securities) David J. Snyderman Magnetar Capital LLC 1603 Orrington Ave. Evanston, Illinois 60201

Exhibit 3.3 - Form of Certificate of Elimination eliminating the Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K dated December 14, 2023)

EXHIBIT 3.2 CERTIFICATE OF ELIMINATION OF SERIES A CONVERTIBLE PREFERRED STOCK OF COMTECH TELECOMMUNICATIONS CORP. (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware) Comtech Telecommunications Corp., a Delaware corporation (the “Company’’), hereby certifies in accordance with the provisions of Section 15l(g) of the General Corporation Law of the State of Delaware

Certificate of Designations designating the Series A-1 Convertible Preferred Stock

EXHIBIT 3.1 Comtech Telecommunications Corp. Certificate of Designations Series A-1 Convertible Preferred Stock December 14, 2023 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS. 1 SECTION 2. RULES OF CONSTRUCTION 14 SECTION 3. THE CONVERTIBLE PREFERRED STOCK. 14 (a) Designation; Par Value 14 (b) Number of Authorized Shares 14 (c) Form, Dating and Denominations. 14 (d) Method of Payment; Delay When

Exchange Agreement, dated as of December 13, 2023, by and among Comtech Telecommunications Corp. and the Investors named therein

EXHIBIT 10.1 EXCHANGE AGREEMENT BY AND AMONG Comtech Telecommunications Corp. AND THE ENTITIES LISTED ON EXHIBIT B HERETO Dated as of December 13, 2023 TABLE OF CONTENTS Page ARTICLE I. EXCHANGE OF SHARES 1 Section 1.1 Exchange 1 Section 1.2 Closing 2 Section 1.3 Closing Deliverables 2 ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 2 Section 2.1 Organization and Power 2 Section 2.2 Auth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 13, 2023 0-7928 Date of Report Commission File Number (Date of earliest event reported) (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of (I.R.S. Employer Identificati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 7, 2023 0-7928 Date of Report (Date of earliest event reported) Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 7, 2023 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization)

4UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Index 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 2023 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 0-7928 (Exact name of registrant as specified i

Exhibit 10.1 - Third Amended and Restated Credit Agreement, dated as of November 7, 2023, among Comtech Telecommunications Corp., the lenders party thereto and Citibank N.A., as administrative agent, issuing bank and swingline

Exhibit 10.1 THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 7, 2023, among COMTECH TELECOMMUNICATIONS CORP., as Borrower, The Lenders Party Hereto, and CITIBANK, N.A., as Administrative Agent and Issuing Bank CITIBANK, N.A., MANUFACTURERS AND TRADERS TRUST COMPANY, BMO HARRIS BANK, N.A. AND SANTANDER BANK, N.A., as Joint Lead Arrangers, CITIBANK, N.A. and MANUFACTURERS AND TRADER

FIRST QUARTER: Fiscal Year 2024 0 First Quarter Fiscal Year 2024 Exhibit 99.1 FIRST QUARTER: Fiscal Year 2024 1 FOREWORD Ken Peterman, Chairman, President & CEO Fellow Shareholders, As we begin our new fiscal year, I’m pleased to report that Comtech

FIRST QUARTER: Fiscal Year 2024 0 First Quarter Fiscal Year 2024 Exhibit 99.1 FIRST QUARTER: Fiscal Year 2024 1 FOREWORD Ken Peterman, Chairman, President & CEO Fellow Shareholders, As we begin our new fiscal year, I’m pleased to report that Comtech continues to deliver on our commitment to growth. Net sales for our first quarter of fiscal 2024 rose 15.9% year-over-year to $151.9 million, and book

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive P

Annual Report 2023 1 ANNUAL REPORT 2023 Annual Report 2023 2 Every day at Comtech, we are building connections that set ideas free Terrestrial and satellite communications have long existed as independent domains, with distinct products, capabilities

Annual Report 2023 1 ANNUAL REPORT 2023 Annual Report 2023 2 Every day at Comtech, we are building connections that set ideas free Terrestrial and satellite communications have long existed as independent domains, with distinct products, capabilities, and infrastructures We envision a future beyond those boundaries – a future of hybridized connectivity Annual Report 2023 3 $93.

Important Notice Regarding the Availability of Proxy Materials for the Fiscal 2023 Annual Meeting of Stockholders to be Held on December 14, 2023. Our Proxy Statement and Fiscal 2023 Annual Report are available at: www.proxyvote.com and www.comtech.c

Notice of Fiscal 2023 Annual Meeting of Stockholders and Proxy Statement Comtech Telecommunications Corp.

Stellant Closes Acquisition of Power Systems Technology Product Line from Comtech

Exhibit 99.1 Stellant Closes Acquisition of Power Systems Technology Product Line from Comtech TORRANCE, CA and MELVILLE, NY – Nov. 7, 2023 – Stellant Systems, Inc. (Stellant) and Comtech (NASDAQ: CMTL), both global technology leaders, announced today that the companies have closed, effective November 7, 2023, on the previously announced sale of Comtech’s Power Systems Technology (PST) product lin

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 7, 2023 0-7928 Date of Report (Date of earliest event reported) Commission File Number Comtech Telecommunications Corp. (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction

Exhibit 3.1 - Comtech Telecommunications Corp. Second Amended and Restated Certificate of Designations Series A Convertible Preferred Stock, dated as of November 7, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated November 7, 2023)

Exhibit 3.1 Comtech Telecommunications Corp. Second Amended and Restated Certificate of Designations Series A Convertible Preferred Stock November 7, 2023 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 SECTION 2. RULES OF CONSTRUCTION 15 SECTION 3. THE CONVERTIBLE PREFERRED STOCK 15 (a) Designation; Par Value 16 (b) Number of Authorized Shares 16 (c) Form, Dating and Denominations 16 (d) Method o

Form of Cash-Settled Performance Unit Agreement pursuant to the 2000 Stock Incentive Plan

Exhibit 10(e)(2) CASH-SETTLED PERFORMANCE UNIT AWARD AGREEMENT PURSUANT TO THE COMTECH TELECOMMUNICATIONS CORP.

Exhibit 21 to the Registrant’s Form 10-K, filed October 12, 2023

Exhibit 21 Subsidiaries of Comtech Telecommunications Corp.* Subsidiaries Jurisdiction of Incorporation Comtech Satellite Network Technologies, Inc. Delaware Comtech Mobile Datacom LLC (a subsidiary of Comtech Systems, Inc.) Delaware Comtech PST Corp. New York Comtech Systems, Inc. (a subsidiary of TeleCommunication Systems, Inc.) Delaware Comtech Satellite Network Technologies, Corp. Canada TeleC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended July 31, 2023 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 0-7928 (Exact name of registrant as specified in its charter) Del

FOURTH QUARTER: Fiscal Year 2023 0 Fourth Quarter Fiscal Year 2023 EXHIBIT 99.1 FOURTH QUARTER: Fiscal Year 2023 1 FOREWORD Ken Peterman, Chairman, President & CEO Fellow Shareholders, For everyone at Comtech, and certainly for me personally, the clo

exhibit991fy2023cmtlshlf FOURTH QUARTER: Fiscal Year 2023 0 Fourth Quarter Fiscal Year 2023 EXHIBIT 99.

Form of Other Stock-Based Award Agreement pursuant to the 2000 Stock Incentive Plan

Exhibit 10(i)(3) COMTECH TELECOMMUNICATIONS CORP. 2000 Stock Incentive Plan Other Stock-Based Award Agreement Comtech Telecommunications Corp., a Delaware corporation (the “Company”), hereby grants to (the “Holder”), as of [INSERT GRANT DATE] (the “Grant Date”), pursuant to the provisions of the Company’s 2000 Stock Incentive Plan, as amended (the “Plan”), an Other Stock-Based Award (the “Award”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 12, 2023 0-7928 Date of Report (Date of earliest event reported) Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 12, 2023 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization)

CMTL / Comtech Telecommunications Corp. / Magnetar Financial LLC - SC 13D/A Activist Investment

SC 13D/A 1 tm2328080d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Comtech Telecommunications Corp. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 205826209 (CUSIP Number of Class of Securities) David J. Snyderman Magnetar Capital LLC 16

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 24, 2023 0-7928 Date of Report (Date of earliest event reported) Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 24, 2023 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 21, 2023 (Exact name of regi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 21, 2023 (Exact name of registrant as specified in its charter) Delaware 0-7928 11-2139466 (State or Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identif

INVESTOR DAY 2023 WELCOME

Exhibit 99.1 INVESTOR DAY 2023 WELCOME ROBERT SAMUELS CHIEF INVESTMENT OFFICER 4 LEGAL Forward - Looking Statements Use of Non - GAAP Financials Certain information in this presentation contains forward - looking statements that are subject to the safe harbors created under the Securities Act of 1933 and the Securities Exchange Act of 1934 . These statements are based on current expectations, esti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 June 8, 2023 0-7928 Date of Report (Date of earliest event reported) Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 June 8, 2023 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Index UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 30, 2023 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 0-7928 (Exact name of registrant as specified in i

THIRD QUARTER: Fiscal Year 2023 1 THIRD QUARTER: Fiscal Year 2023 2 FOREWORD Ken Peterman, Chairman, President & CEO Fellow Shareholders, Nearly ten months ago, I accepted the role as Comtech’s CEO and launched our journey to become One Comtech. Duri

exhibit991fy23q3 THIRD QUARTER: Fiscal Year 2023 1 THIRD QUARTER: Fiscal Year 2023 2 FOREWORD Ken Peterman, Chairman, President & CEO Fellow Shareholders, Nearly ten months ago, I accepted the role as Comtech’s CEO and launched our journey to become One Comtech.

The Honorable Ellen M. Lord and Lieutenant General (Ret.) Bruce T. Crawford Join Comtech Board of Directors

Exhibit 99.1 The Honorable Ellen M. Lord and Lieutenant General (Ret.) Bruce T. Crawford Join Comtech Board of Directors MELVILLE, N.Y. – June 7, 2023 – Comtech (NASDAQ: CMTL) today announced the appointment of former Under Secretary of Defense for Acquisition and Sustainment the Hon. Ellen M. Lord and former U.S. Army Chief Information Officer (CIO) Lieutenant General (LTG) (retired) Bruce T. Cra

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 June 2, 2023 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report (Exact name of registrant as specified in its charter) Delaware 0-7928 11-2139466 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report (Exact name of registrant as specified in its charter) Delaware 0-7928 11-2139466 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 68 South Service Road, Suite 230 Melville, New York 11747 (Address of Principal Execut

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.

Exhibit 1.01 Comtech Telecommunications Corp. Conflict Minerals Report For the Reporting Period from January 1, 2022 to December 31, 2022 As used in this report, the terms “Comtech,” “we,” “us,” “our” and “Company” mean Comtech Telecommunications Corp. and its subsidiaries. This report for the period January 1, 2022 to December 31, 2022 is prepared in accordance with Rule 13p-1 under the Securitie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Index UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2023 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 0-7928 (Exact name of registrant as specified in

SECOND QUARTER: Fiscal Year 2023 1 SECOND QUARTER: Fiscal Year 2023 2 FOREWORD Ken Peterman, Chairman, President & CEO Fellow Shareholders, In my first letter to you as Comtech’s CEO, I spoke of the enormous potential I saw at the company: our people

exhibit991shareholderle SECOND QUARTER: Fiscal Year 2023 1 SECOND QUARTER: Fiscal Year 2023 2 FOREWORD Ken Peterman, Chairman, President & CEO Fellow Shareholders, In my first letter to you as Comtech’s CEO, I spoke of the enormous potential I saw at the company: our people, our spirit and history of innovation, and the opportunity to bring the company and our customers into a new era of communications convergence.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 March 9, 2023 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization) (I

CMTL / Comtech Telecommunications Corp. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10 )* Comtech Telecommunications Corp (Name of Issuer) Common Stock (Title of Class of Securities) 205826209 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appro

CMTL / Comtech Telecommunications Corp. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Comtech Telecommunications Corp. Title of Class of Securities: Common Stock CUSIP Number: 205826209 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedu

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Comtech Telecommunications Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact name of registrant as specified in its charter)

S-8 1 comtechtelecommunicationsc.htm S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 68 South Service Road, Suite 230 Melville, N

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 15, 2022 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES Consolidated Statements of Operations (Unaudited) Three months ended October 31, 2022 2021 Net sales $ 131,139,000 $ 116,759,000 Cost of sales 84,336,000 75,024,000 Gross profit 46,803,000 41,735,000

EXHIBIT 99.1 First Quarter Fiscal Year 2023 Foreword: Ken Peterman, Chairman, President & CEO Fellow Shareholders, As we begin a new fiscal year for Comtech, and get ready to turn the calendar to 2023, I am pleased to report that the extraordinary effort from the entire Comtech team to fundamentally transform our business has not only taken root, but is already delivering results for our customers

COMTECH TELECOMMUNICATIONS CORP. DECLARES $0.10 PER COMMON SHARE QUARTERLY CASH DIVIDEND

Exhibit 99.2 COMTECH TELECOMMUNICATIONS CORP. DECLARES $0.10 PER COMMON SHARE QUARTERLY CASH DIVIDEND Melville, New York ? December 8, 2022 ? Comtech Telecommunications Corp. (Nasdaq: CMTL) announced today that its Board of Directors declared a quarterly cash dividend of $0.10 per share, payable on February 17, 2023, to shareholders of record at the close of business on January 18, 2023. The divid

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Index UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 2022 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 0-7928 (Exact name of registrant as specified in

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 8, 2022 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization)

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 1, 2022 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization)

Amended and Restated Certificate of Designations, dated November 30, 2022.

Exhibit 3.1 Comtech Telecommunications Corp. Amended and Restated Certificate of Designations Series A Convertible Preferred Stock November 30, 2022 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS. 1 SECTION 2. RULES OF CONSTRUCTION 15 SECTION 3. THE CONVERTIBLE PREFERRED STOCK. 15 (a) Designation; Par Value 16 (b) Number of Authorized Shares 16 (c) Form, Dating and Denominations. 16 (d) Method of P

Second Amended and Restated Credit Agreement, dated as of November 30, 2022, among Comtech Telecommunications Corp., the lenders party thereto and Citibank N.A., as administrative agent, issuing bank and swingline lender.

Exhibit 10.1 SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 30, 2022, among COMTECH TELECOMMUNICATIONS CORP., as Borrower, The Lenders Party Hereto, and CITIBANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender CITIBANK, N.A., MANUFACTURERS AND TRADERS TRUST COMPANY, BMO HARRIS BANK, N.A. AND SANTANDER BANK, N.A., as Joint Lead Arrangers, CITIBANK, N.A. and MANU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive P

Form of Restricted Stock Unit Agreement (eligible for dividend equivalents) for Non-employee Directors pursuant to the 2000 Stock Incentive Plan - 2022

EXHIBIT 10(h)(7) [GRANT NUMBER] RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE COMTECH TELECOMMUNICATIONS CORP.

Form of Restricted Stock Unit Agreement (eligible for dividend equivalents) for Employees pursuant to the 2000 Stock Incentive Plan - 2022

EXHIBIT 10(h)(8) RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE COMTECH TELECOMMUNICATIONS CORP.

Subsidiaries of the Registrant

Exhibit 21 Subsidiaries of Comtech Telecommunications Corp.* Subsidiaries Jurisdiction of Incorporation Comtech Satellite Network Technologies, Inc. Delaware Comtech Satellite Network Technologies Pte.Ltd. (a subsidiary of Comtech Satellite Network Technologies, Inc.) Singapore Comtech Mobile Datacom LLC (a subsidiary of Comtech Systems, Inc.) Delaware Comtech PST Corp. New York Comtech Systems, I

Form of Restricted Stock Agreement (eligible for dividend equivalents) for Non-employee Directors pursuant to the 2000 Stock Incentive Plan - 2022

EXHIBIT 10(g)(4) [GRANT NUMBER] RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO THE COMTECH TELECOMMUNICATIONS CORP.

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES Consolidated Statements of Operations (Unaudited) (Audited) Three months ended July 31, Twelve months ended July 31, 2022 2021 2022 2021 Net sales $ 126,983,000 145,809,000 $ 486,239,000 581,695,000 C

EXHIBIT 99.1 Comtech Fourth Quarter Fiscal Year 2022 Shareholder Letter FOREWORD: KEN PETERMAN, CHAIRMAN, PRESIDENT & CEO Fellow Shareholders, As this is my inaugural shareholder letter, let me begin with a quick note of introduction and context. Although relatively new to Comtech, I have deep experience leading some of the most successful communications businesses in the world through a variety o

Form of Change-in-Control Agreement (Tier 2) between the Registrant and Certain Named Executive Officers (other than the CEO) and Certain Other Executive Officers

\ Exhibit 10(l)(2) CHANGE-IN-CONTROL AGREEMENT Tier 2 Dated: [Date] PERSONAL AND CONFIDENTIAL [Name] [Title] [Company Name] Dear [Name]: Comtech Telecommunications Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended July 31, 2022 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 0-7928 (Exact name of registrant as specified in its charter) Del

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 29, 2022 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organizatio

2000 Stock Incentive Plan, Amended and Restated,

EXHIBIT 10(c) THE COMTECH TELECOMMUNICATIONS CORP. 2000 STOCK INCENTIVE PLAN AMENDED AND RESTATED EFFECTIVE NOVEMBER 15, 2019 AS AMENDED EFFECTIVE AUGUST 4, 2020, AS FURTHER AMENDED THROUGH SEPTEMBER 9, 2022 TABLE OF CONTENTS Page ARTICLE I PURPOSE 1 ARTICLE II DEFINITIONS 1 2.1 "Acquisition Event" 1 2.2 "Affiliate" 1 2.3 "Award" 2 2.4 "Board" 2 2.5 "Cause" 2 2.6 "Change in Control" 2 2.7 "Code" 2

COMTECH TELECOMMUNICATIONS CORP. DECLARES $0.10 PER SHARE QUARTERLY CASH DIVIDEND

Exhibit 99.2 COMTECH TELECOMMUNICATIONS CORP. DECLARES $0.10 PER SHARE QUARTERLY CASH DIVIDEND Melville, New York ? September 29, 2022 ? Comtech Telecommunications Corp. (Nasdaq: CMTL) announced today that its Board of Directors declared a quarterly cash dividend of $0.10 per share, payable on November 18, 2022, to shareholders of record at the close of business on October 19, 2022. The dividend i

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 29, 2022 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organizatio

Form of Change-in-Control Agreement (Tier 1)

Exhibit 10(l)(1) CHANGE-IN-CONTROL AGREEMENT Tier 1 Dated: [Date] PERSONAL AND CONFIDENTIAL [Name] [Title] [Company Name] Dear [Name]: Comtech Telecommunications Corp.

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES RECAST HISTORICAL QUARTERLY SEGMENT FINANCIAL INFORMATION

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES RECAST HISTORICAL QUARTERLY SEGMENT FINANCIAL INFORMATION (unaudited) Exhibit 99.1 Table of Contents Page Basis of Presentation 2 Recast segment financial information for the: Three months ended April 30, 2022 2 Nine months ended April 30, 2022 3 Three months ended January 31, 2022 3 Six months ended January 31, 2022 4 Three months ended October 31

Description of Comtech Telecommunication Corp.'s Securities Registered Pursuant to Section 12 of the Exchange Act

Exhibit 4(a)(iv) DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Comtech Telecommunications Corp.

Changing the Game

Exhibit 99.1 Changing the Game It?s been one month since we introduced Ken Peterman as our new CEO, and as he made clear in his inaugural message to shareholders, Ken fully intended to hit the ground running: ?I?m well aware that we need to do more than simply see opportunities. As we open our next chapter, we must enhance our business and operational performance, utilize common processes, strengt

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 13, 2022 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organizatio

CEO Employment Agreement with Ken Peterman, dated September 12, 2022

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is made and entered into as of September 12, 2022, by and between Ken Peterman (?Executive?) and Comtech Telecommunications Corp., a Delaware corporation (the ?Company?). WHEREAS, the Company desires to employ Executive and to enter into this Agreement embodying the terms of such employment, and Executive desires to ent

Restricted Stock Unit Agreement with Ken Peterman Pursuant to the Comtech Telecommunications Corp. 2000 Stock Incentive Plan

Exhibit 10.2 [GRANT NUMBER] RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE COMTECH TELECOMMUNICATIONS CORP. 2000 STOCK INCENTIVE PLAN Dear Ken Peterman: Preliminary Statement As an employee of Comtech Telecommunications Corp. (the ?Company?) or an Affiliate, pursuant to Section 11.1 of The Comtech Telecommunications Corp. 2000 Stock Incentive Plan, as amended (the ?Plan?), you were granted on Sep

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 12, 2022 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organizatio

Long-Term Performance Share Award (VWAP) Agreement with Ken Peterman Pursuant to the Comtech Telecommunications Corp. 2000 Stock Incentive Plan

Exhibit 10.4 LONG TERM PERFORMANCE SHARE AWARD AGREEMENT PURSUANT TO THE COMTECH TELECOMMUNICATIONS CORP. 2000 STOCK INCENTIVE PLAN THIS LONG TERM PERFORMANCE SHARE AWARD AGREEMENT (this ?Agreement?), is made effective as of September 12, 2022 (the ?Grant Date?), by and between Comtech Telecommunications Corp. (the ?Company?) and Ken Peterman (the ?Participant?). WHEREAS, the Board of Directors of

Long-Term Performance Share Award Agreement with Ken Peterman Pursuant to the Comtech Telecommunications Corp. 2000 Stock Incentive Plan

Exhibit 10.3 LONG TERM PERFORMANCE SHARE AWARD AGREEMENT PURSUANT TO THE COMTECH TELECOMMUNICATIONS CORP. 2000 STOCK INCENTIVE PLAN THIS LONG TERM PERFORMANCE SHARE AWARD AGREEMENT (this ?Agreement?), is made effective as of September 12, 2022 (the ?Grant Date?), by and between Comtech Telecommunications Corp. (the ?Company?) and Ken Peterman (the ?Participant?). WHEREAS, the Board of Directors of

Comtech Appoints Ken Peterman President and Chief Executive Officer Company reiterates its financial guidance for the fiscal fourth quarter and full year 2022

Exhibit 99.1 Comtech Appoints Ken Peterman President and Chief Executive Officer Company reiterates its financial guidance for the fiscal fourth quarter and full year 2022 MELVILLE, N.Y. ? August 10, 2022 ? Comtech Telecommunications Corp. (NASDAQ: CMTL) today announced that its Board of Directors has appointed Chairman Ken Peterman President and Chief Executive Officer, succeeding Michael Porcela

Separation Agreement and General Release with Michael Porcelain, dated August 9, 2022

Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (the ?Separation Agreement?) is entered into by and among Michael Porcelain (?Executive?), and Comtech Telecommunications Corp. (the ?Company?) as of August 9, 2022. WHEREAS, Executive has been employed by the Company, most recently as its Chief Executive Officer pursuant to that certain Employment

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 10, 2022 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization)

Comtech Telecommunications Corp. 1,377,422 Shares ______________________ Common Stock

424B3 1 comtechtelecommunicationsc.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-266120 Comtech Telecommunications Corp. 1,377,422 Shares Common Stock This prospectus relates to shares of Common Stock of Comtech Telecommunications Corp. that may be sold by the Selling Stockholder identified in this prospectus from time to time. The shares of Common Stock offered under this prospe

Comtech Names Ken Peterman Chairman of the Board Fred Kornberg to retire following 50 years of service

Exhibit 99.1 Comtech Names Ken Peterman Chairman of the Board Fred Kornberg to retire following 50 years of service MELVILLE, N.Y. ? July 25, 2022 ? Comtech Telecommunications Corp. (NASDAQ: CMTL) announced today that it has elected current independent director Ken Peterman as Chairman of the Board, effective July 22, 2022. Mr. Peterman will succeed Fred Kornberg, who is retiring as Chairman. Mr.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 22, 2022 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization) (I

Comtech Telecommunications Corp. 68 South Service Road, Suite 230 Melville, NY 11747

Comtech Telecommunications Corp. 68 South Service Road, Suite 230 Melville, NY 11747 July 21, 2022 VIA EDGAR Gregory Herbers United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549- 7010 Re: Comtech Telecommunications Corp. Registration Statement on Form S-3 (File No. 333- 266120) Dear Mr. Herbers: Pursuant to Rule 461 of the Secur

Comtech Telecommunications Corp. 68 South Service Road, Suite 230 Melville, NY 11747

Comtech Telecommunications Corp. 68 South Service Road, Suite 230 Melville, NY 11747 July 21, 2022 VIA EDGAR Gregory Herbers United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549- 7010 Re: Comtech Telecommunications Corp. Registration Statement on Form S-3 (File No. 333- 266122) Dear Mr. Herbers: Pursuant to Rule 461 of the Secur

Calculation of Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Comtech Telecommunications Corp.

Form T-1 statement of eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon for the Form of Indenture

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) || THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York (Jurisdiction

As filed with the U.S. Securities and Exchange Commission on July 13, 2022

As filed with the U.S. Securities and Exchange Commission on July 13, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 11-2139466 (I.R.S. Employer Identificat

Calculation of Filing Fee

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Comtech Telecommunications Corp.

As filed with the U.S. Securities and Exchange Commission on July 13, 2022

As filed with the U.S. Securities and Exchange Commission on July 13, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 11-2139466 (I.R.S. Employer Identificat

Form of Indenture between Comtech Telecommunications Corp. and The Bank of New York Mellon

Exhibit 4.2 Comtech Telecommunications Corp. ??? INDENTURE Dated as of [], 20[] ??? DEBT SECURITIES THE BANK OF NEW YORK MELLON Trustee CROSS-REFERENCE SHEET* Reconciliation and tie between Trust Indenture Act and Indenture Trust Indenture Act Section Indenture Section ? 310(a) 11.04(a), 16.02 ? 310(b) 11.01(f), 11.04(b), 11.05(1), 16.02 ? 310(b) (i) 11.01(f), 11.04(b), 16.02 ? 311(a) 11.01(f), 11

COMTECH TELECOMMUNICATIONS CORP. DECLARES $0.10 PER COMMON SHARE QUARTERLY CASH DIVIDEND

Exhibit 99.2 COMTECH TELECOMMUNICATIONS CORP. DECLARES $0.10 PER COMMON SHARE QUARTERLY CASH DIVIDEND Melville, New York ? June 9, 2022 ? Comtech Telecommunications Corp. (NASDAQ: CMTL) announced today that its Board of Directors declared a quarterly cash dividend of $0.10 per common share, payable on August 19, 2022, to shareholders of record at the close of business on July 20, 2022. The dividen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Index UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 30, 2022 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 0-7928 (Exact name of registrant as specified in i

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 June 9, 2022 0-7928 Date of Report (Date of earliest event reported) Commission File Number (Exact name of registrant as specified in its charter) Delaware 11-2139466 (State or other jurisdiction of incorporation or organization) (I.

Picture of Comtech’s New High Volume Technology Manufacturing Center in Chandler AZ scheduled to fully open in the Fall of 2022.

Exhibit 99.1 Comtech Third Quarter Fiscal Year 2022 Shareholder Letter Picture of Comtech?s Next-Generation Troposcatter System at a May 2022 demonstration for the U.S. Army and Allied Nations. Fellow Shareholders: Despite an operating environment that remains both challenging and unpredictable, Comtech delivered financial results for our third quarter ended April 30, 2022, that were ahead of our

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report (Exact name of registrant as specified in its charter) Delaware 0-7928 11-2139466 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report (Exact name of registrant as specified in its charter) Delaware 0-7928 11-2139466 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 68 South Service Road, Suite 230 Melville, New York 11747 (Address of Principal Execut

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.

Exhibit 1.01 Comtech Telecommunications Corp. Conflict Minerals Report For the Reporting Period from January 1, 2021 to December 31, 2021 As used in this report, the terms ?Comtech,? ?we,? ?us,? ?our? and ?Company? mean Comtech Telecommunications Corp. and its subsidiaries. This report for the period January 1, 2021 to December 31, 2021 is prepared in accordance with Rule 13p-1 under the Securitie