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, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File No. 1-8061

FREQUENCY ELECTRONICS, INC.

(Exact name of Registrant as specified in its charter)

Delaware		11-1986657
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

55 CHARLES LINDBERGH BLVD., MITCHEL FIELD, NY		11553
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 516-794-4500

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock (par value $1.00 per share)		FEIM		NASDAQ Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of registrant’s Common Stock, par value $1.00 per share, as of March 12, 2026 – 9,841,927

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

TABLE OF CONTENTS

		Page No.
Part I. Financial Information:

Item 1 - Financial Statements:		3

Condensed Consolidated Balance Sheets – January 31, 2026 (unaudited) and April 30, 2025		3

Condensed Consolidated Statements of Operations – Three and Nine Months Ended January 31, 2026 and 2025 (unaudited)		4

Condensed Consolidated Statements of Cash Flows Nine Months Ended January 31, 2026 and 2025 (unaudited)		5

Condensed Consolidated Statements of Changes in Stockholders’ Equity – Three and Nine Months Ended January 31, 2026 and 2025 (unaudited)		6-7

Notes to Condensed Consolidated Financial Statements (unaudited)		8-15

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations		16-22

Item 3 - Quantitative and Qualitative Disclosures About Market Risk		22

Item 4 - Controls and Procedures		22

Part II. Other Information:

Item 1A - Risk Factors		23
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds		23
Item 5 - Other Information		24
Item 6 - Exhibits		24

Signatures		25

	January 31,			April 30,
	2026			2025
	(UNAUDITED)
ASSETS:
Current assets:
Cash and cash equivalents	$	86		$	4,720
Accounts receivable, net of allowances of $102 at January 31, 2026 and $110 at April 30, 2025		10,723			5,914
Contract assets		14,692			17,914
Inventories		25,834			23,487
Prepaid income taxes		226			-
Prepaid expenses and other		993			1,071
Total current assets		52,554			53,106
Property, plant, and equipment, net		6,955			6,188
Deferred taxes		12,280			12,045
Goodwill		617			617
Cash surrender value of life insurance and assets held in trust		11,659			10,882
Right-of-use assets – operating leases		7,860			8,659
Restricted cash		1,392			1,365
Other assets		875			875
Total assets	$	94,192		$	93,737

LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Accounts payable – trade	$	3,260		$	1,359
Accrued liabilities		4,838			5,899
Loss provision accrual		50			460
Income taxes payable		-			103
Operating lease liability - current portion		2,145			2,027
Contract liabilities		9,889			13,607
Total current liabilities		20,182			23,455
Deferred compensation		7,782			7,933
Operating lease liability – non-current portion		5,985			6,729
Total liabilities		33,949			38,117

Stockholders’ equity:
Preferred stock - $1.00 par value; authorized 600 shares, no shares issued		-			-
Common stock - $1.00 par value; authorized 20,000 shares, 9,896 shares issued and 9,840 shares outstanding at January 31, 2026; 9,717 shares issued and 9,704 shares outstanding at April 30, 2025		9,896			9,717
Additional paid-in capital		44,471			42,475
Retained earnings		7,661			3,659
Common stock reacquired and held in treasury - at cost (56 shares at January 31, 2026 and 13 shares at April 30, 2025)		(1,785	)		(231	)
Total stockholders’ equity		60,243			55,620
Total liabilities and stockholders’ equity	$	94,192		$	93,737

	Three Months Ended January 31,						Nine Months Ended January 31,
	2026			2025			2026			2025
Condensed Consolidated Statements of Operations
Revenues	$	16,890		$	18,927		$	47,829		$	49,825
Cost of revenues		10,264			10,642			29,585			27,222
Gross margin		6,626			8,285			18,244			22,603
Selling and administrative expenses		3,593			3,380			10,800			9,614
Research and development expenses		1,763			1,436			4,095			4,536
Operating income		1,270			3,469			3,349			8,453

Other income (expense):
Income on investments		191			138			562			564
Interest expense		(21	)		(26	)		(67	)		(79	)
Other expense, net		-			-			(77	)		(1	)
Income before benefit for income taxes		1,440			3,581			3,767			8,937
Benefit for income taxes		(127	)		(11,824	)		(235	)		(11,552	)
Net income	$	1,567		$	15,405		$	4,002		$	20,489

Net income per common share:
Basic income per share	$	0.16		$	1.60		$	0.41		$	2.14
Diluted income per share	$	0.16		$	1.60		$	0.41		$	2.14

Weighted average shares outstanding:
Basic		9,797			9,632			9,760			9,585
Diluted		9,797			9,632			9,760			9,589

	Nine Months Ended January 31,
	2026			2025
Cash flows from operating activities:
Net income	$	4,002		$	20,489
Non-cash charges to earnings		4,273			(7,638	)
Net changes in operating assets and liabilities		(9,054	)		(14,124	)
Net cash used in operating activities		(779	)		(1,273	)

Cash flows from investing activities:
Purchase of fixed assets		(2,254	)		(1,177	)
Net cash used in investing activities		(2,254	)		(1,177	)

Cash flows from financing activities:
Payment of dividend		-			(9,567	)
Purchase of treasury stock		(1,574	)		(377	)
Net cash used in financing activities		(1,574	)		(9,944	)

Net decrease in cash and cash equivalents and restricted cash		(4,607	)		(12,394	)

Cash and cash equivalents and restricted cash at beginning of period		6,085			19,265

Cash and cash equivalents and restricted cash at end of period	$	1,478		$	6,871

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	67		$	79
Income taxes	$	329			310

Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for operating lease liabilities	$	438		$	-

					Additional				Treasury stock						Accumulated other
	Common stock				paid in		Retained		(at cost)						comprehensive
	Shares		Amount		capital		earnings		Shares			Amount			Income (loss)		Total
Balance at April 30, 2025		9,716,999	$	9,717	$	42,475	$	3,659		13,088		$	(231	)	$	-	$	55,620
Contribution of stock to 401(k) plan		12,405		12		269		-		-			-			-		281
Stock-based compensation expense		54,866		55		312		-		-			-			-		367
Shares withheld on employee taxes on vested equity awards		-		-		-		-		21,910			(583	)		-		(583	)
Net income		-		-		-		634		-			-			-		634
Balance at July 31, 2025		9,784,270	$	9,784	$	43,056	$	4,293		34,998		$	(814	)	$	-	$	56,319
Contribution of stock to 401(k) plan		6,768		7		223		-		-			-			-		230
Stock-based compensation expense		27,308		27		453		-		-			-			-		480
Shares withheld on employee taxes on vested equity awards		-		-		-		-		10,219			(375	)		-		(375	)
Net income		-		-		-		1,801		-			-			-		1,801
Balance at October 31, 2025		9,818,346	$	9,818	$	43,732	$	6,094		45,217		$	(1,189	)	$	-	$	58,455
Contribution of stock to 401(k) plan		7,442		8		394		-		-			-			-		402
Stock-based compensation expense		70,567		70		345		-		(1,550	)		20			-		435
Shares withheld on employee taxes on vested equity awards		-		-		-		-		12,260			(616	)		-		(616	)
Net income		-		-		-		1,567		-			-			-		1,567
Balance at January 31, 2026		9,896,355	$	9,896	$	44,471	$	7,661		55,927		$	(1,785	)	$	-	$	60,243

					Additional			Retained earnings			Treasury stock						Accumulated other
	Common stock				paid in			(Accumulated			(at cost)						comprehensive
	Shares		Amount		capital			deficit)			Shares			Amount			Income (loss)		Total
Balance at April 30, 2024		9,511,560	$	9,512	$	50,334		$	(20,027	)		741		$	(3	)	$	-	$	39,816
Contribution of stock to 401(k) plan		26,457		26		215			-			-			-			-		241
Stock-based compensation expense		27,815		28		316			-			-			-			-		344
Shares withheld on employee taxes on vested equity awards		-		-		-			-			4,569			(62	)		-		(62	)
Exercise of stock options and stock appreciation rights - net of shares tendered for exercise price		1,819		2		(2	)		-			-			-			-		-
Dividends payable		-		-		(9,567	)		-			-			-			-		(9,567	)
Net income		-		-		-			2,430			-			-			-		2,430
Balance at July 31, 2024		9,567,651	$	9,568	$	41,296		$	(17,597	)		5,310		$	(65	)	$	-	$	33,202
Contribution of stock to 401(k) plan		17,577		17		195			-			-			-			-		212
Stock-based compensation expense		32,127		32		192			-			-			-			-		224
Shares withheld on employee taxes on vested equity awards		-		-		-			-			7,893			(100	)		-		(100	)
Dividends payable		-		-		9,567			-			-			-			-		9,567
Dividends paid		-		-		(9,567	)		-			-			-			-		(9,567	)
Net income		-		-		-			2,654			-			-			-		2,654
Balance at October 31, 2024		9,617,355	$	9,617	$	41,683		$	(14,943	)		13,203		$	(165	)	$	-	$	36,192
Contribution of stock to 401(k) plan		7,850		8		137			-			-			-			-		145
Stock-based compensation expense		72,003		72		236			-			-			-			-		308
Shares withheld on employee taxes on vested equity awards		-		-		-			-			11,802			(215	)		-		(215	)
Exercise of stock options and stock appreciation rights - net of shares tendered for exercise price		-		-		(30	)		-			(2,737	)		30			-		-
Net income		-		-		-			15,405			-			-			-		15,405
Balance at January 31, 2025		9,697,208	$	9,697	$	42,026		$	462			22,268		$	(350	)	$	-	$	51,835

	Periods ended January 31,
	Three months				Nine months
	2026		2025		2026		2025
Weighted average shares outstanding:
Basic EPS shares outstanding (weighted average)		9,797,064		9,632,309		9,759,958		9,585,330
Effect of dilutive securities		**		**		**		3,496
Diluted EPS shares outstanding		9,797,064		9,632,309		9,759,958		9,588,826

	January 31, 2026		April 30, 2025
Raw materials and component parts	$	14,764	$	14,668
Work in progress		10,392		8,444
Finished goods		678		375
	$	25,834	$	23,487

	January 31, 2026		April 30, 2025
Assets
Right-of-use assets - operating leases	$	7,860	$	8,659

Liabilities
Operating lease liabilities, current portion		2,145		2,027
Operating lease liabilities, non-current portion		5,985		6,729
Total lease liabilities	$	8,130	$	8,756

Fiscal Year Ending April 30,
(in thousands)

Remainder of 2026	$	613
2027		2,063
2028		2,388
2029		2,535
2030		1,658
Thereafter		45
Total lease payments		9,302
Less imputed interest		(1,172	)
Present value of future lease payments		8,130
Less current obligations under leases		(2,145	)
Long-term lease obligations	$	5,985


Cost of revenues:
FEI-NY	$	8,283		$	7,559		$	22,149		$	20,054
FEI-Zyfer		4,007			3,612			10,273			8,300
Less intersegment cost of revenues		(2,026	)		(529	)		(2,837	)		(1,132	)
Consolidated cost of revenues	$	10,264		$	10,642		$	29,585		$	27,222

Operating income (loss):
FEI-NY	$	282		$	3,546		$	1,143		$	7,326
FEI-Zyfer		1,445			96			3,218			1,489
Less intersegment operating income		(309	)		(34	)		(490	)		115
Corporate		(148	)		(139	)		(522	)		(477	)
Consolidated operating income	$	1,270		$	3,469		$	3,349		$	8,453

	Three Months Ended January 31,
	2026								2025
	POC Revenue		POT Revenue			Total Revenue			POC Revenue		POT Revenue			Total Revenue
FEI-NY	$	9,481	$	2,770		$	12,251		$	13,596	$	867		$	14,463
FEI-Zyfer		6,225		750			6,975			4,055		972			5,027
Less: intersegment		-		(2,336	)		(2,336	)		-		(563	)		(563	)
Revenue	$	15,706	$	1,184		$	16,890		$	17,651	$	1,276		$	18,927

	Nine Months Ended January 31,
	2026								2025
	POC Revenue		POT Revenue			Total Revenue			POC Revenue		POT Revenue			Total Revenue
FEI-NY	$	28,943	$	4,456		$	33,399		$	34,945	$	2,039		$	36,984
FEI-Zyfer		14,028		3,729			17,757			12,338		1,520			13,858
Less: intersegment		-		(3,327	)		(3,327	)		-		(1,017	)		(1,017	)
Revenue	$	42,971	$	4,858		$	47,829		$	47,283	$	2,542		$	49,825

	Periods ended January 31,
	Three months				Nine months
	2026		2025		2026		2025
Revenues by product line:
Satellite revenue	$	4,232	$	11,190	$	15,419	$	28,843
Government non-space revenue		12,478		7,370		31,230		19,507
Other commercial & industrial revenue		180		367		1,180		1,475
Consolidated revenues	$	16,890	$	18,927	$	47,829	$	49,825

Research and development expenses:
FEI-NY	$	1,173	$	732	$	2,339	$	2,412
FEI-Zyfer		590		704		1,756		2,124
Consolidated research and development expenses	$	1,763	$	1,436	$	4,095	$	4,536

	January 31, 2026			April 30, 2025
Identifiable assets:
FEI-NY	$	39,527		$	39,125
FEI-Zyfer		27,953			23,865
Less intersegment balances		(629	)		(140	)
Corporate		27,341			30,887
Consolidated identifiable assets	$	94,192		$	93,737

	January 31, 2026			April 30, 2025
Balance at beginning of year	$	567		$	542
Warranty costs incurred		(234	)		(253	)
Product warranty accrual		211			278
Balance at end of year	$	544		$	567

Period	Total number of shares purchased (1) (2)		Average price paid per share		Total number of shares purchased as part of the publicly announced plan or program		Approximate dollar value of shares that may yet be purchased under the plan or program
November 1 - 30, 2025		290	$	36.72		290	$	19,614,110
December 1 - 31, 2025		-		-		-	$	19,614,110
January 1 - 31, 2026		11,970	$	50.55		11,970	$	19,009,026
Total		12,260				12,260	$	19,009,026

31.1 -		Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 -		Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32 -		Certifications by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 -		The following materials from the Frequency Electronics, Inc. Quarterly Report on Form 10-Q for the quarter ended January 31, 2026 formatted in eXtensible Business Reporting Language (XBRL): (i) Cover Page, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Changes in Stockholders’ Equity and (vi) Notes to Condensed Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within Inline XBRL document.

104 -		Cover Page Interaction Data File (formatted as inline XBRL and contained in Exhibit 101).

	FREQUENCY ELECTRONICS, INC.

Dated: March 17, 2026	By:	/s/ Thomas McClelland
		Thomas McClelland
		President and Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Steven L. Bernstein
		Steven L. Bernstein
		Chief Financial Officer, Secretary and Treasurer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Frequency Electronics Inc.