cmtl-20260130

Letter to Stockholders

Notice of Fiscal 2025 Annual Meeting of Stockholders and

Proxy Statement

Comtech Telecommunications Corp.

Virtual Webcast

March 9, 2026 at 1:00 p.m. Eastern Time

at www.cesonlineservices.com/cmtl26_vm



To attend the Annual Meeting, you will need to register in advance no later than 1:00 p.m. Eastern Time on March 8, 2026. See “Proxy Summary” for details on admission procedures to attend the Annual Meeting of Stockholders.

Letter to Stockholders

January 30, 2026

Dear Fellow Stockholders:

In Fiscal 2025, we successfully executed a transformation of Comtech Telecommunications Corp. (“Comtech” or the “Company”) that has significantly strengthened the Company. I joined Comtech as an independent director on October 31, 2024, became Executive Chairman on November 27, 2024 and became the CEO on January 13, 2025. It has been an honor to lead Comtech’s transformation as we focus on enhancing value for you, our stockholders.

Some of our noteworthy achievements during the course of fiscal 2025 include:

•Significantly improved Comtech's financial health as evidenced by the removal of the disclosures regarding the Company’s ability to continue as a going concern

•Produced positive operating cash flow – $2.3 million in Q3 and $11.4 million in Q4, marking the first quarters of positive operating cash flow since fiscal 2023

•Boosted total liquidity to $47 million as of July 31, 2025 – the highest level in recent history

•Reduced accounts payable to $26 million as of July 31, 2025 – the lowest level in years

•Improved gross margins from 12.5% in Q1 to 31.2% in Q4

•Improved Adjusted EBITDA from negative $31 million in Q1 to positive $13 million in Q4

•Achieved significant advancements in both operating segments as well as Corporate including:

◦Our public safety business, rebranded as Allerium, has deepened its market presence and introduced innovative new capabilities while securing long-term customer partnerships;

◦Our Satellite and Space Communications business executed a successful turnaround, revitalizing the business to address growing demand for secure, mission critical communications with the launch of our next-generation platforms;

◦Secured new subordinated debt investments and amended credit agreements providing increased financial flexibility and a covenant holiday through January 31, 2027; and

◦Reinvigorated the corporate culture emphasizing transparency, empowerment and accountability, which has enhanced morale, retention and performance.

These achievements were enabled by enhanced corporate governance, decisive executive leadership, dedicated customer focus, disciplined operational efficiency, reduced cost structure and improved working capital management.

Current and prospective customers, vendors and employees have noted the positive transformation and there is a renewed enthusiasm about building expanded long-term relationships with Comtech.

The Comtech Board of Directors (the “Board”) has also been significantly strengthened. Shortly following my appointment to the Board in October 2024, Michael Hildebrandt was appointed to the Board and took on important leadership roles as Chairman of the Nominating and Governance Committee, Chairman of the Strategic Review Committee and a member of the Audit Committee. Lloyd A. Sprung was appointed to the Board in August 2025 and serves on the Audit Committee and the Strategic Review Committee. More recently, Mary Jane Raymond joined the Board in December 2025 and also serves on the Audit Committee and the Strategic Review Committee. We will be reducing the size of the Board to seven members following the Fiscal 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting” or the “Annual Meeting”) as Wendi B. Carpenter advised the Company of her decision to retire from the Board and not to stand for re-election upon the end of her current term at the Annual Meeting. The Board and I would like to thank Wendi for her contributions and service to the Board.

We cordially invite you to attend the Annual Meeting, scheduled to be held on March 9, 2026 at 1:00 p.m. Eastern Time in a virtual meeting format only, via a live webcast. The Notice of the Fiscal 2025 Annual Meeting of Stockholders, Proxy Statement and proxy card are enclosed.


			Fiscal 2025 Proxy Statement			2

Letter to Stockholders

Your Board recommends that you promptly vote “FOR” the election of each of the director nominees named in this proxy statement under Proposal 1 and “FOR” each of Proposals No. 2, 3 and 4 on the enclosed proxy card. It is important that your shares are voted at the Annual Meeting. Whether or not you are able to attend the virtual Annual Meeting, the prompt execution and return of the enclosed proxy card in the envelope provided or submission of your proxy and voting instructions over the Internet or by telephone will assure that your shares are represented at the Annual Meeting. Instructions for voting by mail, via the Internet or by telephone are set forth on the enclosed proxy card.


Important Notice Regarding the Availability of Proxy Materials for the Fiscal 2025 Annual Meeting of Stockholders to be Held on March 9, 2026.
Our Proxy Statement and Fiscal 2025 Annual Report are available at: www.comtech.com.

Sincerely,

Kenneth Traub

Chairman, President and Chief Executive Officer

January 30, 2026


			Fiscal 2025 Proxy Statement			3


NOTICE OF FISCAL 2025 ANNUAL MEETING OF STOCKHOLDERS


Date			March 9, 2026

Time			1:00 p.m. Eastern Time


Virtual Meeting			The fiscal 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting” or the “Annual Meeting”) will be held in a virtual meeting format only. To participate in the Annual Meeting, you must pre-register at www.cesonlineservices.com/cmtl26_vm by 1:00 p.m. on March 8, 2026. You will be able to attend and participate in the virtual Annual Meeting by visiting www.cesonlineservices.com/cmtl26_vm, where you will be able to listen to the meeting live, submit questions, and vote.

Record Date			Holders of the Company’s common stock, par value $0.10 per share (our “Common Stock”), and our Series B-3 Convertible Preferred Stock, par value $0.10 per share (our “Preferred Stock”) at the close of business on January 15, 2026 are entitled to receive notice of, and vote at the Annual Meeting.

Proxy Voting			It is important that your shares be represented at the Annual Meeting regardless of the number of shares you hold in order that we have a quorum. Whether or not you plan to participate in the Annual Meeting, we hope you will vote as soon as possible so that your voice is heard. We urge you to vote TODAY: 1. By Internet: You can vote your shares via the Internet by going to the website address for Internet voting indicated on your proxy card. You will be required to provide the unique control number printed on your proxy card. 2. By Telephone: Depending on how you hold your shares you may also be able to vote by telephone. Please call the phone number indicated on your proxy card at any time and follow the simple instructions provided. You will be required to provide the unique control number printed on your proxy card. 3. By Mail: You can vote your shares by mail by marking, signing, dating and returning the proxy card in the postage-paid return envelope provided. Submitting a vote by proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. More information on voting by proxy and attending the Annual Meeting can be found in the accompanying Proxy Statement.
			YOUR VOTE IS IMPORTANT If you have any questions or require any assistance with voting your shares, please contact Comtech’s proxy solicitor: Innisfree M&A Incorporated Stockholders in the U.S. and Canada May Call Toll-Free: (877) 800-5195 From Other Locations Please Call: +1 (412) 232-3651 Banks and Brokers May Call Collect: (212) 750-5833


			Fiscal 2025 Proxy Statement			4


NOTICE OF FISCAL 2025 ANNUAL MEETING OF STOCKHOLDERS



Items of Business			1.To elect the seven directors named in this proxy statement to serve until the fiscal 2026 annual meeting of stockholders and until their successors are duly elected and qualified. 2.To approve, on an advisory basis, the compensation of our Named Executive Officers. 3.To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year ending July 31, 2026. 4.To approve an amendment to the Company’s 2023 Equity and Incentive Plan, as amended (the “2023 Plan”), to increase the number of shares of Common Stock available under the 2023 Plan.

Meeting Details			See “Questions and Answers” for details.

By Order of the Board of Directors, Donald E. Walther Chief Legal Officer and Corporate Secretary January 30, 2026


			Fiscal 2025 Proxy Statement			5


TABLE OF CONTENTS


Proxy Summary			8
About Us			10
Questions and Answers			10
Preferred Investors			18
Table of Principal Stockholders			19
Table of Shares Beneficially Owned by Directors and Named Executive Officers			21
Delinquent Section 16(a) Reports			21
Directors and Executive Officers			22
Board of Directors and Director Qualifications			24
Executive Officers			31
The Board’s Oversight Role			33
Cybersecurity-Related Risks			33
Board Refreshment			33
Our Governance Policies and Guidelines			34
Independent Directors			36
Board Leadership Structure			36
Committees of the Board of Directors			38
Oversight			38
Nominating and Governance Committee			38
Audit Committee			39
Compensation Committee			40
Technology, Innovation and Cyber Committee			40
Strategic Review Committee			41
Attendance			41
Engagement With Stockholders and Other Key Stakeholders			41
Highlights of Engagements with Stockholders and Other Key Stakeholders			42
Code of Ethics			43
Insider Trading Policy			43
Communications with Our Board of Directors			44
Stockholder Recommendations for Director Candidates			44
Director Compensation			45
Compensation Overview			47
INTRODUCTION			47
Executive Compensation			47
Narrative Disclosure to Summary Compensation Table			48
Outstanding Equity Awards at Fiscal Year End – Fiscal 2025			57
Compensation Committee Interlocks and Insider Participation			57
Securities Authorized for Issuance Under Equity Compensation Plans			61
Audit Committee Report			62
Certain Relationships and Related Transactions			63
Background of Proposal No. 1			67
Background of Proposal No. 2			68
Background of Proposal No. 3			69


TABLE OF CONTENTS


Background of Proposal No. 4			70
Additional Information			82
Householding			82
Forward-Looking Statements			84
Incorporation by Reference			85
Other Business and Information			85
Costs of the Solicitation			85
Stockholder Proposals and Director Nominations for the Fiscal 2026 Annual Meeting			85
Appendix A			87
Proxy Card			101


PROXY SUMMARY

Proxy Summary

This summary highlights information contained within this Proxy Statement. This summary does not contain all of the information you should consider. Please read the entire Proxy Statement carefully before voting.


Annual Stockholders’ Meeting		Meeting Agenda

Date	March 9, 2026	Election of the seven directors named in this proxy statement to serve until the fiscal 2026 annual meeting of stockholders and until their successors are duly elected and qualified.
Time	1:00 p.m. Eastern Time	Approval, on an advisory basis, of the compensation of our Named Executive Officers.
Place	www.cesonlineservices.com/cmtl26_vm
		Ratification of the selection of Deloitte & Touche LLP as our inde

SEC Form DEF 14A filed by Comtech Telecommunications Corp.