Comtech Telecommunications Corp 10-Q for FY2026 Q2

Comtech Telecommunications Corp (CMTL)

10-Q 2026-03-16 For: 2026-01-31

Added on April 06, 2026

About this 10-Q

Comtech Telecommunications Corp filed this 10-Q on March 16, 2026, covering the quarter ended January 31, 2026 (FY2026 Q2).

Headline figures

Quarter ended January 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $106.76M; down 15.7% from $126.57M a year earlier
Net loss: $13.64M; compared with a net loss of $48.74M a year earlier
Diluted EPS: -$0.68; compared with -$0.76 a year earlier

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Delaware						11-2139466
(State or other jurisdiction of incorporation /organization)						(I.R.S. Employer Identification Number)
305 N 54th Street, Chandler, Arizona						85226
(Address of principal executive offices)						(Zip Code)


COMTECH TELECOMMUNICATIONS CORP. INDEX
			Page
PART I. FINANCIAL INFORMATION

	Item 1.	Condensed Consolidated Financial Statements	2

		Condensed Consolidated Balance Sheets - January 31, 2026 and July 31, 2025 (Unaudited)	2

		Condensed Consolidated Statements of Operations - Three and Six Months Ended January 31, 2026 and 2025 (Unaudited)	3

		Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity - Three and Six Months Ended January 31, 2026 and 2025 (Unaudited)	4

		Condensed Consolidated Statements of Cash Flows - Six Months Ended January 31, 2026 and 2025 (Unaudited)	6

		Notes to Condensed Consolidated Financial Statements (Unaudited)	8

	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	45

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	69

	Item 4.	Controls and Procedures	69

PART II. OTHER INFORMATION

	Item 1.	Legal Proceedings	72

	Item 1A.	Risk Factors	72

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	72

	Item 4.	Mine Safety Disclosures	72

	Item 5.	Other Information	72

	Item 6.	Exhibits	73

		Signature Page	74


Assets	January 31, 2026		July 31, 2025
Current assets:
Cash and cash equivalents	$	32,826,000	40,019,000
Accounts receivable, net	127,871,000		144,837,000
Inventories, net	66,005,000		68,955,000
Prepaid expenses and other current assets	14,923,000		16,375,000

Total current assets	241,625,000		270,186,000
Property, plant and equipment, net	44,905,000		43,410,000
Operating lease right-of-use assets, net	31,577,000		30,812,000
Goodwill	204,625,000		204,625,000
Intangibles with finite lives, net	163,018,000		173,105,000
Deferred financing costs, net	1,590,000		1,907,000
Other assets, net	16,489,000		16,790,000
Total assets	$	703,829,000	740,835,000
Liabilities, Convertible Preferred Stock and Stockholders’ Equity
Current liabilities:
Accounts payable	$	24,061,000	25,965,000
Accrued expenses and other current liabilities	50,701,000		58,423,000
Current portion of credit facility	4,050,000		4,050,000

Operating lease liabilities, current	6,282,000		7,250,000
Contract liabilities	58,142,000		62,546,000
Interest payable	47,000		15,000

Total current liabilities	143,283,000		158,249,000
Non-current portion of credit facility, net	107,665,000		114,414,000
Non-current portion of subordinated credit facility, net	103,466,000		95,588,000
Operating lease liabilities, non-current	31,162,000		29,376,000
Income taxes payable, non-current	1,842,000		1,818,000
Deferred tax liability, net	4,034,000		4,619,000
Long-term contract liabilities	19,040,000		21,005,000
Warrant and derivative liabilities	23,017,000		17,849,000
Other liabilities	4,741,000		3,950,000
Total liabilities	438,250,000		446,868,000
Commitments and contingencies (See Note 19)
Convertible preferred stock, par value $0.10 per share; authorized and issued 178,181 shares at January 31, 2026 (redemption value of $213,443,000 which includes accrued dividends of $1,589,000) and authorized and issued 178,181 shares at July 31, 2025 (redemption value of $204,153,000, which includes accrued dividends of $1,520,000)	199,973,000		189,545,000
Stockholders' equity:
Preferred stock, par value $0.10 per share; authorized and unissued 1,821,819 shares at both January 31, 2026 and July 31, 2025, respectively	—		—
Common stock, par value $0.10 per share; authorized 100,000,000 shares; issued 44,708,747 and 44,443,626 shares at January 31, 2026 and July 31, 2025, respectively	4,471,000		4,444,000
Additional paid-in capital	539,393,000		548,722,000
Retained deficit	(36,409,000)		(6,895,000)
	507,455,000		546,271,000
Less:
Treasury stock, at cost (15,033,317 shares at January 31, 2026 and July 31, 2025)	(441,849,000)		(441,849,000)
Total stockholders’ equity	65,606,000		104,422,000
Total liabilities, convertible preferred stock and stockholders’ equity	$	703,829,000	740,835,000


	Three months ended January 31,			Six months ended January 31,
	2026		2025	2026		2025
Net sales	$	106,761,000	126,574,000	$	217,793,000	242,374,000
Cost of sales	70,538,000		92,834,000	144,804,000		194,118,000
Gross profit	36,223,000		33,740,000	72,989,000		48,256,000

Expenses:
Selling, general and administrative	27,681,000		33,832,000	57,619,000		85,476,000
Research and development	4,430,000		4,354,000	8,220,000		8,067,000
Amortization of intangibles	5,043,000		5,043,000	10,087,000		11,636,000
CEO transition costs	305,000		(331,000)	1,056,000		267,000
Proxy solicitation costs	—		1,099,000	—		2,682,000
Impairment of long-lived assets, including goodwill	—		—	—		79,555,000


	37,459,000		43,997,000	76,982,000		187,683,000

Operating loss	(1,236,000)		(10,257,000)	(3,993,000)		(139,427,000)

Other expenses (income):
Interest expense	11,224,000		11,008,000	22,777,000		20,540,000
Interest (income) and other	(208,000)		(126,000)	(431,000)		509,000
Change in fair value of warrants and derivatives	1,366,000		28,568,000	2,716,000		34,092,000
Write-off of deferred financing costs and debt discounts	—		—	—		1,412,000

Loss before provision for (benefit from) income taxes	(13,618,000)		(49,707,000)	(29,055,000)		(195,980,000)
Provision for (benefit from) income taxes	17,000		(968,000)	459,000		1,166,000


Net loss	$	(13,635,000)	(48,739,000)	$	(29,514,000)	(197,146,000)

Gain on extinguishment of convertible preferred stock	—		—	—		51,179,000

Adjustments to reflect redemption value of convertible preferred stock:


(Dividends) deemed contributions on convertible preferred stock, net	(6,525,000)		26,383,000	(10,428,000)		(32,251,000)
Net loss attributable to common stockholders	$	(20,160,000)	(22,356,000)	$	(39,942,000)	(178,218,000)

Net loss per common share (See Note 5):
Basic	$	(0.68)	(0.76)	$	(1.34)	(6.06)
Diluted	$	(0.68)	(0.76)	$	(1.34)	(6.06)

Weighted average number of common shares outstanding – basic	29,824,000		29,339,000	29,721,000		29,393,000

Weighted average number of common and common equivalent shares outstanding – diluted	29,824,000		29,339,000	29,721,000		29,393,000



	Three months ended January 31, 2026 and 2025
	Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Retained Earnings (Deficit)		Treasury Stock			Stockholders' Equity
	Shares	Amount		Shares	Amount						Shares	Amount
Balance as of October 31, 2024	175,264	$	148,700,000	43,927,127	$	4,393,000	$	587,820,000	$	—	15,033,317	$	(441,849,000)	$	150,364,000
Equity-classified stock award compensation	—	—		—	—		1,170,000		—		—	—		1,170,000

Issuance of employee stock purchase plan shares	—	—		13,111	2,000		43,000		—		—	—		45,000
Issuance of restricted stock, net of forfeiture	—	—		37,216	3,000		(3,000)		—		—	—		—
Net settlement of stock-based awards	—	—		402,656	40,000		(560,000)		—		—	—		(520,000)



Adjustment to reflect redemption value of convertible preferred stock (including accrued dividends and change in fair value of embedded derivatives)		(26,383,000)		—	—		26,383,000		—		—	—		26,383,000

Reversal of dividend equivalents	—	—		—	—		5,000		—		—	—		5,000
Net loss	—	—		—	—		—		(48,739,000)		—	—		(48,739,000)
Balance as of January 31, 2025	175,264	$	122,317,000	44,380,110	$	4,438,000	$	614,858,000	$	(48,739,000)	15,033,317	$	(441,849,000)	$	128,708,000

Balance as of October 31, 2025	178,181	$	193,448,000	44,643,734	$	4,464,000	$	545,753,000	$	(22,774,000)	15,033,317	$	(441,849,000)	$	85,594,000
Equity-classified stock award compensation	—	—		—	—		412,000		—		—	—		412,000
Issuance of employee stock purchase plan shares	—	—		10,911	1,000		23,000		—		—	—		24,000

Net settlement of stock-based awards	—	—		54,102	6,000		(270,000)		—		—	—		(264,000)



Adjustment to reflect redemption value of convertible preferred stock (including accrued dividends and change in fair value of embedded derivatives)	—	6,525,000		—	—		(6,525,000)		—		—	—		(6,525,000)


Net loss	—	—		—	—		—		(13,635,000)		—	—		(13,635,000)
Balance as of January 31, 2026	178,181	$	199,973,000	44,708,747	$	4,471,000	$	539,393,000	$	(36,409,000)	15,033,317	$	(441,849,000)	$	65,606,000


☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


(480)			333-2200
(Registrant's telephone number, including area code)


	Six months ended January 31, 2026 and 2025
	Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Retained Earnings (Deficit)		Treasury Stock			Stockholders' Equity
	Shares	Amount		Shares	Amount						Shares	Amount
Balance as of July 31, 2024	171,827	$	180,076,000	43,766,109	$	4,377,000	$	640,145,000	$	103,580,000	15,033,317	$	(441,849,000)	$	306,253,000
Equity-classified stock award compensation	—	—		—	—		1,325,000		—		—	—		1,325,000

Issuance of employee stock purchase plan shares	—	—		27,586	3,000		80,000		—		—	—		83,000
Issuance of restricted stock, net of forfeiture	—	—		63,450	6,000		(6,000)		—		—	—		—
Net settlement of stock-based awards	—	—		522,965	52,000		(819,000)		—		—	—		(767,000)
Extinguishment of convertible preferred stock	(171,827)	(183,489,000)		—	—		—		51,179,000		—	—		51,179,000
Issuance of convertible preferred stock (at fair value), excluding embedded derivatives	175,264	93,479,000		—	—		—		—		—	—		—

Adjustment to reflect redemption value of convertible preferred stock (including accrued dividends and change in fair value of embedded derivatives)	—	32,251,000		—	—		(25,872,000)		(6,379,000)		—	—		(32,251,000)
Reversal of dividend equivalents	—	—		—	—		5,000		27,000		—	—		32,000
Net loss	—	—		—	—		—		(197,146,000)		—	—		(197,146,000)
Balance as of January 31, 2025	175,264	$	122,317,000	44,380,110	$	4,438,000	$	614,858,000	$	(48,739,000)	15,033,317	$	(441,849,000)	$	128,708,000

Balance as of July 31, 2025	178,181	$	189,545,000	44,443,626	$	4,444,000	$	548,722,000	$	(6,895,000)	15,033,317	$	(441,849,000)	$	104,422,000
Equity-classified stock award compensation	—	—		—	—		1,539,000		—		—	—		1,539,000

Issuance of employee stock purchase plan shares	—	—		22,028	2,000		44,000		—		—	—		46,000

Net settlement of stock-based awards	—	—		243,093	25,000		(484,000)		—		—	—		(459,000)




Adjustment to reflect redemption value of convertible preferred stock (including accrued dividends and change in fair value of embedded derivatives)	—	10,428,000		—	—		(10,428,000)		—		—	—		(10,428,000)




Net loss	—	—		—	—		—		(29,514,000)		—	—		(29,514,000)
Balance as of January 31, 2026	178,181	$	199,973,000	44,708,747	$	4,471,000	$	539,393,000	$	(36,409,000)	15,033,317	$	(441,849,000)	$	65,606,000


	Three months ended January 31, 2026					Six months ended January 31, 2026
	Satellite and Space Communications		Allerium	Total		Satellite and Space Communications		Allerium	Total
Geographical region and customer type
U.S. government	$	16,439,000	507,000	$	16,946,000	$	32,782,000	1,560,000	$	34,342,000
Domestic	8,947,000		49,926,000	58,873,000		19,098,000		100,493,000	119,591,000
Total United States	25,386,000		50,433,000	75,819,000		51,880,000		102,053,000	153,933,000

International	25,207,000		5,735,000	30,942,000		53,830,000		10,030,000	63,860,000
Total	$	50,593,000	56,168,000	$	106,761,000	$	105,710,000	112,083,000	$	217,793,000
Contract type
Firm fixed-price	$	48,040,000	56,168,000	$	104,208,000	$	100,188,000	112,083,000	$	212,271,000
Cost reimbursable	2,553,000		—	2,553,000		5,522,000		—	5,522,000
Total	$	50,593,000	56,168,000	$	106,761,000	$	105,710,000	112,083,000	$	217,793,000
Transfer of control
Point in time	$	38,208,000	225,000	$	38,433,000	$	77,643,000	329,000	$	77,972,000
Over time	12,385,000		55,943,000	68,328,000		28,067,000		111,754,000	139,821,000
Total	$	50,593,000	56,168,000	$	106,761,000	$	105,710,000	112,083,000	$	217,793,000


	Three months ended January 31, 2025					Six months ended January 31, 2025
	Satellite and Space Communications		Allerium	Total		Satellite and Space Communications		Allerium	Total
Geographical region and customer type
U.S. government	$	44,192,000	598,000	$	44,790,000	$	84,619,000	1,196,000	$	85,815,000
Domestic	8,987,000		48,603,000	57,590,000		13,834,000		99,763,000	113,597,000
Total United States	53,179,000		49,201,000	102,380,000		98,453,000		100,959,000	199,412,000

International	20,542,000		3,652,000	24,194,000		34,201,000		8,761,000	42,962,000
Total	$	73,721,000	52,853,000	$	126,574,000	$	132,654,000	109,720,000	$	242,374,000
Contract type
Firm fixed-price	$	52,624,000	52,853,000	$	105,477,000	$	100,885,000	109,720,000	$	210,605,000
Cost reimbursable	21,097,000		—	21,097,000		31,769,000		—	31,769,000
Total	$	73,721,000	52,853,000	$	126,574,000	$	132,654,000	109,720,000	$	242,374,000
Transfer of control
Point in time	$	34,852,000	615,000	$	35,467,000	$	65,026,000	1,337,000	$	66,363,000
Over time	38,869,000		52,238,000	91,107,000		67,628,000		108,383,000	176,011,000
Total	$	73,721,000	52,853,000	$	126,574,000	$	132,654,000	109,720,000	$	242,374,000


	Three months ended January 31,			Six months ended January 31,
Capitalized:	2026		2025	2026		2025
Costs to obtain a contract	$	595,000	156,000	$	908,000	357,000
Costs to fulfill a contract	86,000		789,000	105,000		1,954,000


	January 31, 2026		July 31, 2025
Receivables from commercial and international customers	$	63,523,000	57,713,000
Unbilled receivables from commercial and international customers	53,418,000		69,987,000
Receivables from the U.S. government and its agencies	12,416,000		15,610,000
Unbilled receivables from the U.S. government and its agencies	16,998,000		20,683,000
Total accounts receivable	146,355,000		163,993,000
Less allowance for doubtful accounts	18,484,000		19,156,000
Accounts receivable, net	$	127,871,000	144,837,000


	January 31, 2026		July 31, 2025
Raw materials and components	$	63,755,000	64,022,000
Work-in-process and finished goods	27,926,000		31,356,000
Total inventories	91,681,000		95,378,000
Less reserve for excess and obsolete inventories	25,676,000		26,423,000
Inventories, net	$	66,005,000	68,955,000


	January 31, 2026		July 31, 2025
Accrued wages and benefits	$	21,039,000	21,158,000
Accrued contract costs	7,550,000		6,676,000
Accrued warranty obligations	6,079,000		8,475,000

Accrued commissions and royalties	4,459,000		4,867,000
Accrued contributions for constructing long-lived assets	1,353,000		2,789,000
Accrued legal costs	1,215,000		2,004,000
Other	9,006,000		12,454,000
Accrued expenses and other current liabilities	$	50,701,000	58,423,000


FORM			10-Q


	Deferred Financing Costs					Discount
	Term Loan		Revolver	Total		Term Loan		Total

Credit facility and amendment fees	$	6,626,000	4,328,000	$	10,954,000	$	16,812,000	$	27,766,000
Term loan proceeds allocated to Lender warrants	—		—	—		3,011,000		3,011,000
Term loan proceeds allocated to embedded derivative	—		—	—		3,116,000		3,116,000
Write-off due to prepayments and reduced commitments	(1,788,000)		(1,707,000)	(3,495,000)		(5,482,000)		(8,977,000)
Amortization	(1,315,000)		(714,000)	(2,029,000)		(3,653,000)		(5,682,000)
Balance at July 31, 2025	$	3,523,000	1,907,000	$	5,430,000	$	13,804,000	$	19,234,000
Amortization	(488,000)		(317,000)	(805,000)		(1,913,000)		(2,718,000)
Balance at January 31, 2026	$	3,035,000	1,590,000	$	4,625,000	$	11,891,000	$	16,516,000



Remainder of fiscal 2026	$	3,396,000
Fiscal 2027	7,275,000
Fiscal 2028	6,779,000
Fiscal 2029	5,559,000
Fiscal 2030	5,187,000
Thereafter	15,738,000
Total future undiscounted cash flows	43,934,000
Less: Present value discount	6,490,000
Lease liabilities	$	37,444,000

Weighted-average remaining lease terms (in years)	7.29
Weighted-average discount rate	5.14%


	Awards (in Shares)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at July 31, 2025	124,470	$	20.45

Expired	(28,220)	28.35

Outstanding at October 31, 2025	96,250	18.13



Outstanding at January 31, 2026	96,250	$	18.13	4.11	$	—





Exercisable at January 31, 2026	96,250	$	18.13	4.11	$	—

Vested and expected to vest at January 31, 2026	96,250	$	18.13	4.11	$	—


	January 31, 2026	July 31, 2025
Subordinated credit facility, including interest paid-in-kind		$	102,810,000	100,144,000
Less: Unamortized deferred financing costs		1,376,000		1,528,000
Less: Unamortized discount		13,874,000		15,404,000
Plus: Accretion of make-whole amount		12,671,000		6,623,000
Subordinated credit facility, net - subtotal		100,231,000		89,835,000
Embedded derivative related to redemption features		3,235,000		5,753,000
Amount outstanding under the subordinated credit facility, net		103,466,000		95,588,000
Less: Current portion of subordinated credit facility		—		—
Non-current portion of subordinated credit facility, net		$	103,466,000	95,588,000


			January 31, 2026
Stock options			96,250
Performance shares			788,150
RSUs, restricted stock and share units			2,567,439


Total			3,451,839


	Awards (in Shares)	Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding at July 31, 2025	1,675,105	$	6.53
Granted	439,624	2.26
Settled	(337,984)	6.67
Canceled/Forfeited	(16,231)	5.86
Outstanding at October 31, 2025	1,760,514	$	5.45
Granted	2,009,343	3.16
Settled	(124,752)	5.00
Canceled/Forfeited	(289,516)	6.98
Outstanding at January 31, 2026	3,355,589	$	3.96	$	18,657,000





Vested at January 31, 2026	231,868	$	9.25	$	1,289,000

Vested and expected to vest at January 31, 2026	3,249,476	$	3.97	$	18,067,000


	January 31, 2026
	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization	Net Carrying Amount
Customer relationships	20.2	$	294,258,000	155,992,000	$	138,266,000
Technologies	13.6	106,149,000		87,389,000	18,760,000
Trademarks and other	16.9	31,826,000		25,834,000	5,992,000
Total		$	432,233,000	269,215,000	$	163,018,000


2026	$	19,128,000
2027	17,774,000
2028	17,774,000
2029	16,353,000
2030	14,446,000


Initial estimated fair value of Series B-2 Convertible Preferred Stock	$	132,310,000
Initial estimated fair value and carrying value of combined embedded derivatives	38,832,000
Initial carrying value of Series B-2 Convertible Preferred Stock	$	93,478,000


Redemption value of Series B-3 Convertible Preferred Stock at January 31, 2026	$	213,443,000
Less: Carrying value of combined embedded derivatives at January 31, 2026	13,470,000
Carrying value of Series B-3 Convertible Preferred Stock at January 31, 2026	199,973,000

Less: Initial carrying value of Series B-2 Convertible Preferred Stock on October 17, 2024	93,478,000
Less: Initial carrying value of Series B-3 Fee on March 3, 2025	3,221,000
Adjustment to increase the carrying value of Series B-3 Convertible Preferred Stock to its redemption value at January 31, 2026 and Series B-2 Convertible Preferred Stock (while outstanding)	103,274,000
Adjustment to increase carrying value of Series B-1 Convertible Preferred Stock to its redemption value (while outstanding)	3,412,000
Total adjustments to redemption values charged to Stockholder's Equity:
Through January 31, 2026	106,686,000
Less: October 31, 2025 and prior	100,161,000
Three months ended January 31, 2026	$	6,525,000


($ in millions)	Fiscal Year 2025
Reconciliation of GAAP Operating income (loss) to Adjusted EBITDA:
Operating loss	$	(139.1)
Amortization of stock-based compensation	3.1
Amortization of intangibles	21.7
Impairment of long-lived assets, including goodwill	79.6
Depreciation	11.8
Amortization of cost to fulfill assets	0.3
Restructuring costs	15.6
Strategic emerging technology costs	0.3
Proxy solicitation costs	2.7
CEO transition costs	2.1
Adjusted EBITDA	$	(2.0)


	Three months ended January 31, 2026
($ in millions, except for per share amount)	Operating (Loss) Income		Net Loss Attributable to Common Stockholders		Net Loss per Diluted Common Share
Reconciliation of GAAP to Non-GAAP Earnings:
GAAP measures, as reported	$	(1.2)	$	(20.2)	$	(0.68)

Adjustments to reflect redemption value of convertible preferred stock		—		6.5		0.22
Change in fair value of warrants and derivatives		—		1.4		0.05
Amortization of intangibles		5.0		4.8		0.16
Restructuring costs		1.6		1.6		0.06
Amortization of stock-based compensation		0.4		0.4		0.01

CEO transition costs		0.3		0.3		0.01



Net discrete tax benefit		—		(0.3)		(0.01)
Non-GAAP measures	$	6.2	$	(5.4)	$	(0.18)


	Six months ended January 31, 2026
($ in millions, except for per share amount)	Operating (Loss) Income		Net Loss Attributable to Common Stockholders		Net Loss per Diluted Common Share
Reconciliation of GAAP to Non-GAAP Earnings:
GAAP measures, as reported	$	(4.0)	$	(39.9)	$	(1.34)
Adjustments to reflect redemption value of convertible preferred stock		—		10.4		0.35
Change in fair value of warrants and derivatives		—		2.7		0.09


Amortization of intangibles		10.1		9.6		0.32
Amortization of stock-based compensation		1.5		1.5		0.05
Restructuring costs		4.1		4.1		0.14

CEO transition costs		1.1		1.1		0.04



Net discrete tax benefit		—		(0.2)		(0.01)
Non-GAAP measures	$	12.8	$	(10.8)	$	(0.36)



($ in thousands)	Total		Due Within 1 Year
Credit Facility - principal payments	$	124,685	4,050
Credit Facility - interest payments	37,451		16,578
Operating lease obligations	43,934		6,870
Subordinated Credit Facility	102,810		—
Subordinated Credit Facility Make-Whole Amount	32,500		—
Contractual cash obligations	$	341,380	27,498



Date:	March 16, 2026	By: /s/ Kenneth H. Traub
	(Date)	Kenneth H. Traub, Chairman of the Board
		President and Chief Executive Officer
		(Principal Executive Officer)

Date:	March 16, 2026	By: /s/ Michael A. Bondi
	(Date)	Michael A. Bondi
		Chief Financial Officer
		(Principal Financial and Accounting Officer)


Performance Criteria for Performance Period	Threshold	Target	Maximum
Fiscal 2026-2028 Adjusted Operating Cash Flow
Fiscal 2026-2028 GAAP Revenue
Fiscal 2026-2028 Adjusted EBITDA


			/s/ Kenneth H. Traub
			Kenneth H. Traub, Chairman of the Board, President and Chief Executive Officer


			/s/ Michael A. Bondi
			Michael A. Bondi Chief Financial Officer