424B5 1 feim424b5072726.htm FORM 424B5

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-297549

The information contained in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 28, 2026

PROSPECTUS SUPPLEMENT

(TO PROSPECTUS DATED JULY 21, 2026)

$100,000,000

Shares of Common Stock

FREQUENCY ELECTRONICS, INC.

This is an offering of $100,000,000 of shares of our common stock, par value $1.00 per share (“common stock”). We are offering $62,500,000 of shares of common stock in this offering, and Edenbrook Value Fund, LP and Edenbrook Long Only Value Fund, LP, affiliates of Jonathan Brolin, a member of our board of directors, are offering a total of $37,500,000 of shares of common stock held by them in this offering as selling stockholders. See “Selling Stockholders” beginning on page S-9 for additional information regarding the selling stockholders. We will not receive any proceeds from the sale of the shares of common stock being offered by the selling stockholders.

Our common stock trades on The Nasdaq Global Market (“Nasdaq”) under the symbol “FEIM.” On July 27, 2026, the last reported sale price of our common stock on Nasdaq was $70.64 per share.

Investing in our common stock involves risks that are described in the “Risk Factors” section beginning on page S-5 of this prospectus supplement and page 5 of the accompanying prospectus as well as in “Item 1A—Risk Factors” in our most recent report on Form 10-K that is incorporated by reference in this prospectus supplement.

	Per Share	Total⁽¹⁾
Public offering price	$	$
Underwriting discounts and commissions⁽²⁾	$	$
Proceeds, before expenses, to us	$	$
Proceeds, before expenses, to the selling stockholders	$	$

(1)

Assumes no exercise of the underwriters’ option to purchase additional shares of common stock.

(2)

See “Underwriting” for a description of the compensation payable to the underwriters.

We have granted the underwriters a 30-day option to purchase up to $15,000,000 of additional shares of common stock from us at the public offering price, less underwriting discounts and commissions, and on the same terms and conditions as set forth above.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The common stock is expected to be delivered to purchasers on or about , 2026.

Morgan Stanley

Craig-Hallum

The date of this prospectus supplement is , 2026.

TABLE OF CONTENTS

Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT		S-1
SUMMARY		S-2
THE OFFERING		S-3
FORWARD-LOOKING STATEMENTS		S-4
RISK FACTORS		S-5
USE OF PROCEEDS		S-7
CAPITALIZATION		S-8
SELLING STOCKHOLDERS		S-9
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS		S-10
UNDERWRITING		S-14
LEGAL MATTERS		S-21
EXPERTS		S-21
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		S-22
WHERE YOU CAN FIND MORE INFORMATION		S-23

Base Prospectus

ABOUT THIS PROSPECTUS		1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		2
WHERE YOU CAN FIND MORE INFORMATION		3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		3
OUR COMPANY		4
RISK FACTORS		5
USE OF PROCEEDS		5
DESCRIPTION OF SECURITIES		5
DESCRIPTION OF CAPITAL STOCK		6
DESCRIPTION OF WARRANTS		9
SELLING STOCKHOLDERS		10
PLAN OF DISTRIBUTION		11
LEGAL MATTERS		12
EXPERTS		12

Issuer:	Frequency Electronics, Inc.

Common stock offered by us:	$62,500,000 of shares of our common stock (or $77,500,000 of shares of our common stock if the underwriters exercise their option to purchase additional shares of common stock in full).

Selling Stockholders:	Edenbrook Value Fund, LP and Edenbrook Long Only Value Fund, LP

Common stock offered by the selling stockholders:	$37,500,000 of shares of our common stock.

Common stock to be outstanding immediately after the offering:	10,753,634 shares (or 10,965,979 shares of our common stock if the underwriters exercise their option to purchase additional shares in full), in each case based on an assumed public offering price of $70.64 per share, which was the last reported sales price of our common stock on Nasdaq on July 27, 2026.

Option to purchase additional shares:	We have granted the underwriters an option for a period of 30 days after the date of this prospectus supplement to purchase up to $15,000,000 of additional shares of common stock from us at the public offering price, less underwriting discounts and commissions.

Use of proceeds:	We estimate that our net proceeds from this offering will be approximately $ million, or $ million if the underwriters exercise their option to purchase additional shares in full, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds we receive from this offering to fund additional growth opportunities, including for capital expenditures, working capital and other general corporate purposes. We will not receive any proceeds from the sale of the shares of common stock being offered by the selling stockholders. See “Use of Proceeds” for additional information.

Risk factors:	Investing in our common stock involves significant risk. You should read the “Risk Factors” section of this prospectus supplement, the accompanying prospectus and documents incorporated by reference herein or therein for a discussion of factors that you should carefully consider before deciding to purchase our common stock.

Nasdaq symbol:	Our common stock is traded on Nasdaq under the symbol “FEIM.”

	As of April 30, 2026
	Actual			As Adjusted
	U.S. dollars in thousands (except share data)
Cash and cash equivalents	$	1,603
Total debt⁽¹⁾		—
Preferred stock: $1.00 par value; 600,000 shares authorized; no shares issued and outstanding as of April 30, 2026		—
Common stock: $1.00 par value; 20,000,000 shares authorized; 9,924,695 shares issued and 9,868,867 shares outstanding as of April 30, 2026		9,925
Additional paid-in capital		45,506
Retained earnings		2,756
Common stock reacquired and held in treasury, at cost		(1,784	)
Total stockholders’ equity	$	56,403
Total capitalization⁽²⁾		56,403

	Shares of Common Stock Beneficially Owned Prior to this Offering					Number of Shares of Common Stock Offered for Sale	Shares of Common Stock Beneficially Owned After this Offering Assuming No Exercise of the Underwriters’ Option to Purchase Additional Shares		Shares of Common Stock Beneficially Owned After this Offering Assuming Underwriters’ Exercise of the Option to Purchase Additional Shares in Full
Name	Shares		%			Hereby	Shares	%	Shares	%
Edenbrook Value Fund, LP (1)		271,504		2.8	%
Edenbrook Long Only Value Fund, LP (2)		1,602,306		16.2	%

Name		Number of Shares
Morgan Stanley & Co. LLC
Craig-Hallum Capital Group LLC
Total:

	●	through agents;

	●	ordinary brokerage transactions and transactions in which the broker solicits purchasers;

	●	in “at-the-market” offerings within the meaning of Rule 415(a)(4) under the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise;

	●	the method of distribution of the securities offered therein;

	●	the names of any underwriters, dealers, or agents;

	●	information about the selling stockholders, where applicable, including their identities, the number of shares of our common stock owned by each selling stockholder prior to the offering, the number of shares of our common stock to be offered by each selling stockholder and the number of shares of our common stock to be owned by each selling stockholder after completion of the offering;