6-K
Gilat Satellite Networks Ltd (GILT)
UNITED STATES
SECURITIES ANDEXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Reportof Foreign Private Issuer Pursuant to Rule 13****a-16 or 15d-16of the
Securities Exchange Act of 1934
For the Month of June 2026
Commission File Number 0-21218
Gilat SatelliteNetworks Ltd.
(Translation of registrant’s name into English)
Gilat House, 21 Yegia Kapayim Street
Daniv Park, Kiryat Arye, Petah Tikva 4913020,Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒Form 40-F ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
This Form 6-K is incorporated by reference into the Registrant’s Registration Statement (Form F-3 No. 333-266044) and Registration Statements (Form S-8 Nos. 333-180552, 333-187021, 333-204867, 333-210820, 333-217022, 333-221546, 333-223839, 333-231442, 333-236028, 333-253972, 333-255740, 333-264974, 333-278082, 333-286156, and 333-290006).
Entry into Purchase Agreement
On June 14, 2026, Wavestream Corporation (the “Buyer”), a Delaware corporation and a wholly-owned subsidiary of Gilat Satellite Networks Ltd. (the “Gilat”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Comtech Telecommunications Corp., a Delaware corporation (“Comtech”), and the other parties named therein as Sellers (collectively with Comtech, the “Sellers”).
Pursuant to the Purchase Agreement, Buyer will purchase from the Sellers 100% of the shares of Comtech Satellite Network Technologies, Inc., Comtech Satellite Network Technologies, Corp., Comtech UK Holdings Limited and Comtech Systems, Inc., representing the Satellite & Space Communications segment of Comtech, excluding Comtech’s cyber and services business lines (“Comtech Satellite & Space Communications”), for a purchase price of $157.5 million, subject to adjustments (“Acquisition”). Upon the signing of the Purchase Agreement, Buyer paid the Sellers a cash purchase price advance payment of $10 million (the “Advance Payment”), with the remainder $147.5 million, subject to adjustments, payable in cash at closing.
The consummation of the Acquisition is subject to customary closing conditions, including, among others (i) the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder, (ii) the approval of the Committee on Foreign Investment in the United States; (iii) the Acquisition having not been enjoined or otherwise prohibited by any applicable law or any writ, decree, decision, consent, stipulation, award, order, judgment, injunction, temporary restraining order or other order of any governmental authority; (iv) the truth and correctness of the other party’s representations and warranties in the Purchase Agreement, subject in certain cases to a materiality or material adverse effect standard; and (v) performance, in all material respects, of the other party’s obligations in the Purchase Agreement required to be performed at or prior to the consummation of the Acquisition. In addition, the consummation of the Acquisition by Buyer is subject to the absence of a “Company Material Adverse Effect” (as defined in the Purchase Agreement) with respect to Comtech Satellite & Space Communications.
Buyer and the Sellers have made customary representations, warranties and covenants in the Purchase Agreement. The Purchase Agreement contains certain customary termination rights for the parties, as well as the ability to terminate the Purchase Agreement if the Acquisition is not consummated within 12 months after the date of the Purchase Agreement, which each party may extend for an additional three months if the parties are awaiting regulatory approval. In the event the Purchase Agreement is terminated because required regulatory approvals are not obtained, the Sellers shall not be required, in certain cases, to return the Advance Payment.
This summary of the principal terms of the Purchase Agreement is intended to provide information regarding certain key terms of the Purchase Agreement and are not intended to modify or supplement any factual disclosures about Gilat or Buyer in its public reports filed with the Securities and Exchange Commission. In particular, this summary is not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Gilat, Buyer, Comtech or Comtech Satellite & Space Communications or their respective affiliates.
Press Release
Gilat issued a press release on June 15, 2026 announcing the execution of the Purchase Agreement. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Cautionary Language Concerning Forward-LookingStatements
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts and can generally be identified by the use of forward-looking terminology such as “estimate,” “project,” “intend,” “expect,” “believe,” “anticipate,” “plan,” “may,” “will,” “seek,” “could,” “should,” or similar expressions. These forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements of Gilat to differ materially from those expressed in, or implied by, such statements. These risks and uncertainties include, among others, the ability of the parties to complete the proposed transaction in a timely manner or at all; the satisfaction of conditions to closing, including the receipt of required regulatory approvals on expected terms, in a timely manner or at all; the potential impact of the announcement or pendency of the proposed transaction on the ability of Gilat and Comtech’s Satellite & Space Communications business to retain and hire key personnel, maintain relationships with customers, suppliers and other business partners, and operate their respective businesses; risks that Gilat will not be able to achieve the post-closing projected revenue and projected Adjusted EBITDA; disruption to current plans and operations as a result of the proposed transaction or its announcement; risks that the acquired business will not be integrated successfully into Gilat’s operations; risks that Gilat may not realize the anticipated benefits, synergies or growth opportunities from the transaction, including cost synergy opportunities from cross-selling, operational efficiencies, and scale benefits across the combined organizations; changes in general economic, market and business conditions; failure to maintain market acceptance of Gilat’s products; failure to timely develop and introduce new technologies, products and applications; rapid changes in the markets in which Gilat operates; increased competition, loss of market share or pressure on prices; loss of key OEM partners; inability to attract and retain qualified personnel; inability to protect proprietary technology; and risks associated with Gilat’s international operations and its location in Israel, including those arising from regional military conflicts and geopolitical instability. For additional information regarding these and other risks and uncertainties, please refer to Gilat’s filings with the U.S. Securities and Exchange Commission. Gilat undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Gilat SatelliteNetworks Ltd. | |
|---|---|
| By: | /S/ Doron Kerbel |
| Name: | Doron Kerbel |
| Title: | Chief Legal Officer<br>& Corporate Secretary |
| Date: | June 15, 2026 |
Exhibit Index
Gilat to AcquireComtech’s Satellite & Space
CommunicationsSegment^1^ Creating a Leading Provider of
Advanced Defenseand Satellite Communications Solutions
Transformative acquisition for $157.5 millioncreates a company
exceeding $700 million in projected annual revenue, positioned to
capitalize on accelerating global demand for mission-criticaldefense,
satellite, space, and resilient communications solutions
Transaction is expected to be fully funded fromGilat’s existing cash
resources, supported by its strong balance sheet, which included net
cash of approximately $170 million asof the end of Q1 2026
| · | Accelerates Gilat’s transformation into<br>a leading provider of mission-critical defense and satellite communications solutions, creating a scaled organization in the rapidly evolving<br>satellite ground infrastructure market and more than doubling Gilat Defense revenues |
|---|---|
| · | Significantly expands Gilat’s U.S. presence,<br>engineering capabilities and manufacturing footprint, reinforcing its commitment to supporting U.S. and allied defense customers and mission-critical<br>programs |
| --- | --- |
| · | Broadens Gilat Defense advanced communications<br>technology portfolio, adding complementary capabilities in RF technologies, space electronics, and over-the-horizon Troposcatter Beyond<br>Line-of-Sight (BLOS) communications |
| --- | --- |
^1^ Acquired segment excludes mainly the Cyber and Services business line.
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| · | The<br>business acquired generated Adjusted Revenue of $187.8 million and Adjusted EBITDA of $14.9 million in Comtech’s fiscal year 2025<br>ended July 31, 2025, and Adjusted Revenue of $195.2 million and Adjusted EBITDA of $16.8 million for the trailing twelve months ended<br>January 31, 2026^2^ |
|---|---|
| · | Significant increases in both revenue and cost<br>synergies are expected from cross-selling, operational efficiencies, and scale benefits across the combined organizations |
| --- | --- |
| · | Creates a scaled organization with projected<br>annual revenue exceeding $700 million and projected annual adjusted EBITDA of $80 million, strengthening competitiveness for larger, more<br>complex defense and space opportunities worldwide, and more than double Gilat Defense revenues |
| --- | --- |
| · | Gilat Management to host a conference call today<br>at 08:00 AM EST / 15:00 IST to discuss the acquisition |
| --- | --- |
Petah Tikva, Israel, June 15, 2026 - Gilat Satellite Networks Ltd. (NASDAQ: GILT, TASE: GILT) (“Gilat”), a worldwide leader in satellite networking technology, solutions, and services, today announced that it has entered into a definitive agreement to acquire the majority of the Satellite & Space Communications segment of Comtech Telecommunications Corporation (NASDAQ: CMTL) on a cash-free, debt-free basis for the purchase price of $157.5 million in cash, subject to adjustments for normalized working capital.
The transaction has been unanimously approved by the Boards of Directors of both Gilat and Comtech. The closing of the transaction is subject to certain regulatory approvals, including the receipt of clearance from the Committee on Foreign Investment in the United States (CFIUS), the U.S. Federal Trade Commission (FTC) and the Department of Justice (DOJ) under the Hart-Scott-Rodino Act (HSR), as well as other customary closing conditions. The transaction is expected to close by the end of 2026.
Comtech Satellite & Space Communications segment provides satellite ground infrastructure solutions for GEO, MEO, and LEO constellations, over-the-horizon Troposcatter BLOS communications systems, engineering and other services for satellites, launch vehicles, and other manned space applications. Comtech Satellite & Space Communications segment serves a diverse, global customer base including the U.S. Department of War, allied defense agencies, and commercial customers, including satellite operators and energy companies.
Executive Commentary
“This acquisition represents a transformative milestone in Gilat’s evolution into a larger, more diversified defense communications and space technology company,” said Adi Sfadia, CEO of Gilat.
“Over the past several years, we have strategically expanded our capabilities and presence in the defense market. The addition of Comtech’s Satellite & Space Communication segment significantly accelerates this strategy by increasing our scale, strengthening our U.S. presence, and expanding our ability to address larger and more complex defense and space programs. We are committed to continuing to invest in these technologies, supporting existing customers and building upon Comtech’s decades-long heritage serving mission-critical programs,” added Mr. Sfadia.
^2^ Data is based on Comtech’s publicly released financial statements and have been adjusted by Comtech to reflect the results associated with the business to be acquired. In addition, Gilat has made additional adjustments which mainly reflect its accounting policies and expense allocations.
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“Additionally, this transaction enables our diversification into adjacent domains, including space-based infrastructure and Troposcatter BLOS communications, while expanding our access to a broader set of customers, including NASA, other space agencies, and additional defense and military organizations worldwide,” concluded Mr. Sfadia.
Ken Traub, Chairman, President and CEO,Comtech Telecommunications Corp., added, "We are pleased to have entered into this mutually beneficial transaction with Gilat. Gilat will be a natural home for Comtech's Satellite & Space business as they share a commitment to innovation and customer support for the future of the satellite and space communications market."
Conference Call Details
Gilat’s management will discuss the acquisition and will participate in a question-and-answer session:
In English:
| Date:<br><br> <br><br><br> <br>Start: | Monday, June 15, 2026<br><br><br><br>08:00 AM EST / 15:00 IST |
|---|
A simultaneous webcast of the conference call will be available on the Gilat website at www.gilat.com and through this link: https://www.veidan-conferencing.com/gilat
Or Dial-in:
| US:<br><br> <br><br><br> <br>International: | 1-888-407-2553<br><br> <br><br><br> <br>+972-3-918-0609 |
|---|
The webcast will also be archived for a period of 30 days on the Company’s website and through the link above.
In Hebrew:
| Date:<br><br> <br><br><br> <br>Start: | Monday, June 15, 2026<br><br> <br><br><br> <br>16:30 IST |
|---|
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A simultaneous webcast of the conference call will be available on the Gilat website at www.gilat.com and through this link:
https://gk-biz.zoom.us/webinar/register/WN_NCzweLGqRpWpF9asSq36Ag
Advisors
Naschitz, Brandes, Amir & Co. is serving as Gilat’s legal counsel.
Oppenheimer & Co. Inc. acted as financial advisor to Gilat in connection with the transaction.
Quilty Space acted as a business advisor to Gilat in connection with the transaction.
Norton Rose Fulbright acted as legal advisor to Comtech on the transaction.
TD Securities (USA) LLC acted as exclusive financial advisor to Comtech on the transaction.
About Gilat
Gilat Satellite Networks Ltd. (NASDAQ: GILT, TASE: GILT) is a leading global provider of satellite-based broadband communications. With over 35 years of experience, we develop and deliver deep technology solutions for satellite, ground, and new space connectivity, offering next-generation solutions and services for critical connectivity across commercial and defense applications. We believe in the right of all people to be connected and are united in our resolution to provide communication solutions to all reaches of the world.
Together with our wholly owned subsidiaries Gilat Wavestream, Gilat DataPath, and Gilat Stellar Blu, we offer integrated, high-value solutions supporting multi-orbit constellations, Very High Throughput Satellites (VHTS), and Software-Defined Satellites (SDS) via our Commercial and Defense Divisions. Our comprehensive portfolio is comprised of a software-defined platform and modems, high-performance satellite terminals, advanced Satellite On-the-Move (SOTM) antennas and Electronically Steered Antennas (ESAs), highly efficient, high-power Solid State Power Amplifiers (SSPA) and Block Upconverters (BUC), and includes integrated ground systems for commercial and defense markets, field services, network management software, and cybersecurity services.
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Gilat’s products and tailored solutions support multiple applications including government and defense, IFC and mobility, cellular backhaul, enterprise, aerospace and critical infrastructure clients all while meeting the most stringent service level requirements. For more information, please visit: https://www.gilat.com
This press release contains forward-lookingstatements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements thatare not historical facts and can generally be identified by the use of forward-looking terminology such as “estimate,” “project,”“intend,” “expect,” “believe,” “anticipate,” “plan,” “may,” “will,”“seek,” “could,” “should,” or similar expressions. These forward-looking statements involve knownand unknown risks, uncertainties and other factors that could cause actual results, performance or achievements of Gilat to differ materiallyfrom those expressed in, or implied by, such statements. These risks and uncertainties include, among others, the ability of the partiesto complete the proposed transaction in a timely manner or at all; the satisfaction of conditions to closing, including the receipt ofrequired regulatory approvals on expected terms, in a timely manner or at all; the potential impact of the announcement or pendency ofthe proposed transaction on the ability of Gilat and Comtech’s Satellite & Space Communications business to retain and hirekey personnel, maintain relationships with customers, suppliers and other business partners, and operate their respective businesses;risks that Gilat will not be able to achieve the post-closing projected revenue and projected Adjusted EBITDA; disruption to current plansand operations as a result of the proposed transaction or its announcement; risks that the acquired business will not be integrated successfullyinto Gilat’s operations; risks that Gilat may not realize the anticipated benefits, synergies or growth opportunities from the transaction;inclujding cost synergy opportunities from cross-selling, operational efficiencies, and scale benefits across the combined organizations;changes in general economic, market and business conditions; failure to maintain market acceptance of Gilat’s products; failureto timely develop and introduce new technologies, products and applications; rapid changes in the markets in which Gilat operates; increasedcompetition, loss of market share or pressure on prices; loss of key OEM partners; inability to attract and retain qualified personnel;inability to protect proprietary technology; and risks associated with Gilat’s international operations and its location in Israel,including those arising from regional military conflicts and geopolitical instability. For additional information regarding these andother risks and uncertainties, please refer to Gilat’s filings with the U.S. Securities and Exchange Commission. Gilat undertakesno obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,except as required by law.
Contact:
Gilat Satellite Networks
Alliance Advisors
Phone: +1 212 838 3777
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