v3.26.1
Stockholders’ Equity
12 Months Ended
Jul. 03, 2026
Share-Based Payment Arrangement [Abstract]  
Stockholders' Equity Stockholders’ Equity
Stock Repurchase Program
In November 2021, the Company’s Board of Directors authorized a stock repurchase program to purchase up to $10.0 million of the Company’s common stock. As of July 3, 2026, $3.7 million remained available for repurchase under the November 2021 stock repurchase program. Repurchased shares are recorded as treasury stock and are not formally retired.
The following table summarizes the Company’s repurchases of its common stock in fiscal 2026, 2025 and 2024:
Shares PurchasedAverage Price Paid Per ShareAggregate Purchase Amount
(In thousands)
Fiscal 2026151,229 $17.64 $2,668 
Fiscal 202539,800 $15.46 $598 
Fiscal 202411,208 $29.59 $332 
Stock Incentive Programs
In March 2018, the Company’s stockholders approved the 2018 Incentive Plan (the “2018 Plan”). The 2018 Plan permits the Company to grant share-based awards in the form of options, stock appreciation rights, restricted stock awards and units (“restricted stock”) and performance share awards and units (“performance shares”) to the Company’s employees
and non-employee directors. The 2018 Plan replaced the 2007 Plan as the Company’s primary long-term incentive program. The 2007 Plan was discontinued following stockholder approval of the 2018 Plan, but the outstanding awards under the 2007 Plan will continue to remain in effect in accordance with their terms; provided that, as shares are returned under the 2007 Plan upon cancellation, termination or otherwise of awards outstanding under the 2007 Plan, such shares will be available for grant under the 2018 Plan.
Under the 2018 Plan, option exercise prices are equal to the closing market value of the Company’s common stock on the date of grant. Options granted to employees vest annually over three years and expire seven years from the date of grant. Restricted stock granted to employees vest annually over three years from the date of grant. Restricted stock granted to non-employee directors vest annually on the day before the annual stockholders’ meeting. Performance shares granted to employees are subject to a three-year cliff vesting period from the date of grant, subject to the achievement of predetermined financial performance and market condition criteria. The vesting of share-based awards granted to the Company’s employees and non-employee directors are generally subject to continued service through the vesting date.
New shares of the Company’s common stock are issued to employees upon the exercise of options, vesting of restricted stock, or vesting of performance shares. All awards that are canceled prior to vesting or expire unexercised are returned to the approved pool of reserved shares and made available for future grants under the 2018 Plan. As of July 3, 2026, 900,156 shares remain available for grant under the 2018 Plan.
In March 2020, the Company’s Board of Directors authorized and declared a dividend distribution of one right (a “Right”) for each outstanding share of common stock, par value $0.01 per share, to the Company’s stockholders of record as of the close of business on March 13, 2020 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Participating Preferred Stock, par value $0.01 per share (the “Preferred Shares”), of the Company at an exercise price of $35.00 per one one-thousandth of a Preferred Share, subject to adjustment. Until the rights become exercisable, they will not be evidenced by separate certificates and will trade automatically with shares of the Company’s common stock. The Rights have a de minimis fair value. The complete terms of the Rights are set forth in the Amended and Restated Tax Benefit Preservation Plan (our “Tax Benefit Preservation Plan”), dated as of August 27, 2020, and amended as of February 28, 2023, and, if approved by the Company’s stockholders, as amended further as of February 27, 2026, between the Company and Computershare Inc., as rights agent. By adopting the Tax Benefit Preservation Plan, the Company is helping to preserve the value of certain deferred tax benefits, including those generated by net operating losses (collectively, the “Tax Benefits”), which could be lost in the event of an “ownership change” as defined under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). The first amendment to the Tax Benefit Preservation Plan was approved at the Company’s Annual Meeting of Stockholders held in November 2023, which extended the final expiration date of the Tax Benefit Preservation Plan until March 3, 2026. The second amendment to the Tax Benefit Preservation Plan is expected to be submitted to the Company’s stockholders for ratification at the Company’s 2026 Annual Meeting of Stockholders. If the second amendment to the Tax Benefit Preservation Plan is approved at the Company’s 2026 Annual Meeting of Stockholders, the final expiration date of the Tax Benefit Preservation Plan will be extended until March 3, 2029. If stockholder approval is not obtained at such meeting, the Company anticipates terminating the Tax Benefit Preservation Plan at the close of business on the date that the voting results are certified.
In November 2023, the Company’s Board of Directors adopted certain amendments to Aviat’s Amended and Restated Certificate of Incorporation, as amended (the “Charter Amendments”). The Charter Amendments are designed to preserve the Tax Benefits by restricting certain transfers of the Company’s common stock.
Share-Based Compensation
The following table presents the compensation expense for share-based awards included in the consolidated statements of operations for fiscal 2026, 2025 and 2024:
Fiscal Year
(In thousands)202620252024
By Expense Category:
Cost of product sales and services$146 $233 $406 
Research and development135 534 593 
Selling and administrative5,921 6,300 6,342 
Total share-based compensation expense$6,202 $7,067 $7,341 
By Type of Award:
Options$618 $1,046 $1,549 
Restricted stock3,787 4,636 3,941 
Performance shares1,797 1,385 1,851 
Total share-based compensation expense$6,202 $7,067 $7,341 
The following table summarizes the unamortized compensation expense and the remaining years over which such expense would be expected to be recognized, on a weighted-average basis, by type of award:
July 3, 2026
Unamortized ExpenseRemaining Recognition Period
(In thousands)(Years)
Options$86 0.15
Restricted stock4,997 1.56
Performance shares3,007 1.52
Total$8,090 
Options
A summary of the option activity during fiscal 2026 is as follows:
Number of SharesWeighted-Average
Exercise Price
Weighted-Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
(In thousands)(Years)(In thousands)
Options outstanding as of June 27, 2025368 $27.81 3.37$1,135 
Exercised(58)$10.00 
Forfeited(5)$32.94 
Expired(19)$33.91 
Options outstanding as of July 03, 2026286 $30.95 2.97$252 
Options vested and expected to vest as of July 03, 2026286 $30.95 2.97$252 
Options exercisable as of July 03, 2026251 $30.58 2.81$252 
The aggregate intrinsic value represents the total pre-tax intrinsic value or the aggregate difference between the closing price of the Company’s common stock on July 3, 2026 of $21.17, and the exercise price for in-the-money options that would have been received by the optionees if all options had been exercised on July 3, 2026.
Additional information related to stock options is summarized below:
Fiscal Year
(In thousands)202620252024
Intrinsic value of options exercised$852 $235 $2,057 
Fair value of options vested$585 $228 $1,190 
The fair value of each option grant was estimated using the Black-Scholes option pricing model on the date of grant for option grants during fiscal 2024. No option grants were issued during fiscal 2026 and 2025. A summary of the weighted-average significant assumptions used in the Black-Scholes valuation model is as follows:
Fiscal Year
202620252024
Dividend yieldN/AN/A— %
Expected volatilityN/AN/A60.8 %
Risk-free interest rateN/AN/A4.7 %
Expected term (in years)N/AN/A3.6
The following summarizes options outstanding and exercisable as of July 3, 2026:
Options OutstandingOptions Exercisable
Actual Range of Exercise PricesNumber
Outstanding
Weighted-Average
Remaining
Contractual
Life
Weighted-Average
Exercise Price
Number
Exercisable
Weighted-Average
Exercise Price
(In thousands)(Years)(In thousands)
$7.23$35.97286 2.97$30.95 251 $30.58 
Restricted Stock
A summary of the restricted stock activity during fiscal 2026 is as follows:
SharesWeighted-Average
Grant Date
Fair Value
(In thousands)
Restricted stock outstanding as of June 27, 2025323 $23.11 
Granted251 $23.09 
Vested and released(152)$21.30 
Forfeited(77)$25.40 
Restricted stock outstanding as of July 03, 2026345 $23.38 
The fair value of each restricted stock grant is based on the closing price of the Company’s common stock on the date of grant. The total grant date fair value of restricted stock that vested during fiscal 2026, 2025 and 2024 was $3.2 million, $4.2 million and $4.1 million, respectively.
Performance Shares
A summary of the performance shares activity during fiscal 2026 is as follows:
SharesWeighted-Average
Grant Date
Fair Value
(In thousands)
Performance shares outstanding as of June 27, 2025229 $28.57 
Granted137 $27.39 
Vested and released(35)$37.09 
Forfeited(56)$27.23 
Performance shares outstanding as of July 03, 2026275 $27.18 
The fair value of performance shares with market condition terms was estimated using the Monte-Carlo simulation model. A summary of the significant assumptions is as follows:
Fiscal Year
202620252024
Dividend yield— %— %— %
Expected volatility53.6 %44.5 %57.7 %
Risk-free interest rate3.5 %3.8 %4.7 %
Expected term (in years)2.82.72.9
The total grant date fair value of performance shares that vested during fiscal 2026, 2025 and 2024 was $1.3 million, $1.9 million and $1.8 million, respectively.