R F INDUSTRIES LTD

The following table discloses the compensation awarded to, earned by, paid to or accrued to our named executive officers for services rendered to us for the years ended October 31, 2025 and 2024. Our named executive officers are Robert D. Dawson, our Chief Executive Officer, Peter Yin, our Chief Financial Officer, and Ray Bibisi, our President and Chief Operating Officer.

Summary Compensation Table

2025 Option Grants

On December 2, 2024, we granted a total of 47,500 incentive stock options to seven managers. The shares of incentive stock options vest equally over four years as follows: (i) one-quarter of the options shall vest on December 2, 2025 and (ii) the remaining options shall vest in three equal annual installments over the next three years.

On January 13, 2025, we granted incentive stock options to Mr. Dawson for the purchase of 87,500 shares, Mr. Yin for the purchase of 31,250 shares, Mr. Bibisi for the purchase of 31,250 shares, and to two managers for a the purchase of 15,000 shares. The incentive stock options vest over four years as follows: (i) one-quarter of the options shall vest on January 13, 2026 and (ii) the remaining options shall vest in 12 equal quarterly installments over the next three years.

All incentive stock options expire 10 years from the date of grant. No other options were granted to the named executive officers during the year ended October 31, 2025.

Holdings of Previously Awarded Equity

Equity awards held as of October 31, 2025 by each of our named executive officers were issued under our 2020 Equity Incentive Plan, as amended (the “2020 Plan”) and 2010 Stock Incentive Plan (the “2010 Plan”). The following table sets forth outstanding equity awards held by our named executive officers as of October 31, 2025:

Outstanding Equity Awards As Of October 31, 2025

During the fiscal year ended October 31, 2025, we did not adjust or amend the exercise price of stock options awarded to the named executive officers.

Employment Agreements; Incentive Plan; Change of Control Arrangements

Employment Agreements

Robert Dawson. On July 16, 2021, the Company entered into an employment agreement (the “CEO Employment Agreement”) with Robert D. Dawson, pursuant to which he continues to serve as the Company’s Chief Executive Officer. The CEO Employment Agreement became effective on July 17, 2021 and replaced Mr. Dawson’s prior employment agreement that expired on July 17, 2021. The initial term of the CEO Employment Agreement ended on January 31, 2023, after which the CEO Employment Agreement automatically renews for an additional one (1) year period, unless either Mr. Dawson or the Company provides the other party with written notice of non-renewal at least ninety (90) days prior to the date of automatic renewal.

Under the CEO Employment Agreement, the Company agreed to pay Mr. Dawson an annual base salary of $425,000. Mr. Dawson will also be eligible to participate in the Company’s annual bonus plan, pursuant to which he will have the opportunity to earn a year-end bonus equal to fifty percent (50%) of his annual base salary. Under the CEO Employment Agreement, if Mr. Dawson’s employment is terminated by the Company for any reason other than for “cause”, the Company is obligated to, concurrently with such termination, pay Mr. Dawson (x) an amount equal to one year’s base salary as in effect at such time, and (y) the estimated pro rata portion of his target bonus that was earned that year through the date of termination, and the vesting period of all of Mr. Dawson’s unvested stock options and all unvested time-based restricted stock grants will automatically be fully accelerated as of the termination date. The foregoing provisions will not apply if Mr. Dawson voluntarily terminates his employment with the Company or is terminated for cause. Mr. Dawson’s annual base salary for fiscal year 2025 was $462,800.

Also, effective July 17, 2021, Mr. Dawson received a fully vested, ten-year immediately exercisable stock option to purchase 50,000 shares of the Company’s common stock. The exercise price of this option is $8.69, which was the closing price on the date of the CEO Employment Agreement. The CEO Employment Agreement also provided that the vesting schedule of the remaining unvested portion of an option that was granted to him in 2017 was revised. On July 17, 2017, Mr. Dawson received stock options to purchase 100,000 shares of the Company’s common stock (the “2017 Option”). The award has an exercise price of $1.90 and vests as to 10,000 shares per year on each anniversary of July 17, 2017 (with 10,000 shares having vested on July 17, 2017) while he is employed by the Company. As of July 17, 2021, 50,000 shares remained unvested under the 2017 Option. Under the revised vesting schedule, provided Mr. Dawson is still employed by the Company, 25,000 shares of those unvested options under the 2017 Option vested on July 17, 2022, and the remaining 25,000 shares vested on July 17, 2023.

Peter Yin. Mr. Yin was promoted to Chief Financial Officer on January 12, 2021. Mr. Yin is currently employed on an at-will basis without a written employment agreement. Mr. Yin’s annual base salary for fiscal year 2025 was $300,000.

Ray Bibisi. Mr. Bibisi was appointed as Chief Operating Officer in May 2022 and was promoted to President in February 2024, and is currently employed on an at-will basis without a written employment agreement. Mr. Bibisi’s annual base salary for fiscal year 2025 was $300,000.

Adoption of Fiscal Year 2025 Management Incentive Equity and Cash Compensation Plan

On January 8, 2025, the Board adopted an annual incentive compensation plan for officers (including the Company’s named executive officers) and certain senior managers of the Company and its subsidiaries for the fiscal year ended October 31, 2025 (the “2025 Compensation Plan”). Under the 2025 Compensation Plan, each participant (i) received an equity award as a long-term incentive, and (ii) is eligible to receive a cash payment after the end of the fiscal year as a short-term incentive.

Equity Awards. In order to provide long-term incentives to the Company’s officers and managers, on January 13, 2025, the Board granted participating officers and managers shares of restricted stock and options to purchase the Company’s common stock pursuant to the 2020 Plan. Provided the participating officer or manager is still employed with the Corporation or its subsidiaries on the following dates, the shares of restricted stock and the options shall vest over four years as follows: (i) one-quarter of the restricted shares and options shall vest on January 13, 2026; and (ii) the remaining restricted shares and options shall vest in 12 equal quarterly installments over the next three years, commencing with the first quarter following January 13, 2026. The options have a ten-year term and an exercise price of $3.88 per share (which was the closing price of the Company’s common stock on the date of grant).

Mr. Dawson, the Company’s Chief Executive Officer, was granted 43,750 shares of restricted stock and options to purchase 87,500 shares of common stock at an exercise price of $3.88 per share (the closing price of the Company’s common stock on the date of grant); Mr. Yin, the Company’s Chief Financial Officer, was granted 15,625 shares of restricted stock and options to purchase 31,250 shares of common stock at an exercise price of $3.88 per share; and Mr. Bibisi, the Company’s President and Chief Operating Officer, was granted 15,625 shares of restricted stock and options to purchase 31,250 shares of common stock at an exercise price of $3.88 per share.

Cash Incentives. Under the 2025 Compensation Plan, cash incentive bonuses, if any, will be paid to certain officers and senior managers based upon (i) the Company’s achievement of specified financial goals and (ii) the Board’s discretionary review of each participant’s performance during fiscal 2025. The subjective performance of each officer will be evaluated and determined by the Compensation Committee, in its sole discretion, after consultation with the Company’s Chief Executive Officer, other than with respect to the performance of the Chief Executive Officer.

The minimum, target and maximum cash bonus payable to the Chief Executive Officer is, respectively, 0%, 75% and 112.5% of his annual base salary, depending on achievement of the specified goals. For the other participants, the minimum bonus is 0%, the target bonuses range from 15% to 50% of base pay, and the maximum cash bonus payable ranges from 22.5% to 75% of the recipient’s fiscal 2025 annual base salary.

For the Chief Executive Officer and other employees, bonuses will be weighted and based on (i) the Company’s achievement of certain fiscal 2025 revenues (weighted 30%), (ii) fiscal 2025 adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) (weighted 50%), (iii) adjusted EBITDA, less interest expense on a per share basis (weighted 10%), and (iv) a subjective evaluation of each individual’s performance (weighted 10%).

For the Chief Financial Officer, President and Chief Operating Officer, bonuses will be weighted and based on (i) the Company’s achievement of certain fiscal 2025 revenues (weighted 20%), (ii) fiscal 2025 adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) (weighted 50%), (iii) adjusted EBITDA, less interest expense on a per share basis (weighted 10%), and (iv) a subjective evaluation of each individual’s performance (weighted 20%).

The calculation of adjusted EBITDA will exclude the impact of one-time charges related to any business acquisitions or dispositions effected during the year, severance payments, moving costs, the impact of the Federal Paycheck Protection Program loans the Company has received, earn-out payments or reversals, other non-recurring items, executive bonus payments and equity compensation expenses accrued to management. The Board and the Compensation Committee reserve the right to modify these goals, criteria and target percentage at any time, and to grant bonuses to the participants even if the performance goals are not met. In addition, the Board and Compensation Committee may modify the bonus plan targets to reflect significant changes in Company’s business, including changes due to acquisitions or dispositions of businesses or product lines. The 2025 bonuses will be paid within 75 days after the end to the fiscal year to participating officers and managers who are employed with the Company or its subsidiaries on the date of payment.

Change of Control Arrangements

Each of Mr. Dawson, Mr. Yin and Mr. Bibisi have entered into the RF Industries, Ltd. Executive Change in Control and Severance Benefit Plan, effective January 12, 2026 (the “Change in Control Plan”). Pursuant to the Change in Control Plan, if either within 30 days before or 12 months after a Change in Control (the “Change in Control Period”), Mr. Dawson’s employment is terminated by the Company without Cause (other than as a result of death or Disability) or Mr. Dawson resigns for Good Reason (in each case as defined in the Change in Control Plan), Mr. Dawson will be entitled to receive the following severance benefits: (a) a cash severance benefit payment consisting of (i) an amount equal to 18 months of his base salary, (ii) 150% of his annual target cash bonus, and (iii) any earned but unpaid annual bonus for a performance period completed prior to the termination date; and (b) COBRA premiums for continued coverage under the Company’s group health plans for up to 18 months.

Pursuant to the Change in Control Plan, if during the Change in Control Period, Mr. Yin’s or Mr. Bibisi’s, as applicable, employment is terminated by the Company without Cause (other than as a result of death or Disability) or Mr. Yin or Mr. Bibisi, as applicable, resigns for Good Reason, Mr. Yin or Mr. Bibisi, as applicable, will be entitled to receive the following severance benefits: (a) a cash severance benefit payment consisting of (i) an amount equal to 12 months of his base salary, (ii) 100% of his annual target cash bonus, and (iii) any earned but unpaid annual bonus for a performance period completed prior to the termination date; and (b) COBRA premiums for continued coverage under the Company’s group health plans for up to 12 months.

Outstanding stock options issued pursuant to the 2020 Plan provide that all unvested stock options will vest in full and become exercisable immediately prior to a Corporate Transaction (as defined in the 2020 Plan) if, but only if, the holder’s continuous service has not terminated prior to the consummation of the Corporate Transaction; provided, however, that such option will terminate and no longer be exercisable if the option is not exercised at or prior to the effective time of the Corporate Transaction. In addition, shares of restricted stock granted pursuant to the 2020 Plan, will also vest in full immediately prior to the consummation of a Corporate Transaction if, but only if, the holder’s continuous service has not terminated prior to the consummation of the Corporate Transaction.

Further, outstanding stock options issued pursuant to the 2010 Plan provide that, immediately prior to a Corporate Transaction (as defined in the 2010 Plan), all unvested stock options will vest in full and become exercisable, if the options have not expired by the terms of the governing option agreement prior to the consummation of the Corporate Transaction and the holder’s service has not terminated prior to the consummation of the Corporate Transaction; provided, however, that the option will terminate and no longer be exercisable if the option is not exercised at or prior to the effective time of the Corporate Transaction.

Compensation of Directors

Under the compensation policies adopted by the Compensation Committee, directors who also are officers and/or employees of the Company do not receive any compensation for serving on the Board. On September 5, 2024, the Board determined that the compensation payable to directors as Board fees for the next year ending with the 2025 annual meeting of stockholders would be $90,000 ($40,000 in cash and $50,000 in restricted stock). In addition, effective September 5, 2024, the Board determined that additional chair fees and committee member fees would be paid in cash as follows:

The restricted stock fee vests on the earlier of (i) one year from the date of grant, or (ii) the Company’s next annual meeting of stockholders. The number of restricted shares granted to each director was 13,476, determined by dividing the amount of the fee by the closing price of the Company’s common stock from the date of grant ($3.71). Accordingly, on September 5, 2024, Mr. Holdsworth, Ms. Cefali, Mr. Garland, and Ms. Tidwell were each granted 13,476 shares of restricted stock. The cash fee vests in four equal quarterly installments, paid in arrears commencing November 1, 2024.

DIRECTOR COMPENSATION FOR 2025

On September 10, 2025, the Board determined that the compensation payable to directors as Board fees for the next year ending with the 2026 annual meeting of stockholders will be $125,000 ($45,000 in cash and $80,000 in restricted stock). In addition, effective September 10, 2025, the Board determined that additional chair fees and committee member fees would be paid in cash as follows:

The restricted stock fees vest on the earlier of (i) one year from the date of grant, or (ii) the Company’s next annual meeting of stockholders. The number of restricted shares granted to each director was 10,416 determined by dividing the amount of the fee by the closing price of the Company’s common stock from the date of grant ($7.68). Accordingly, on September 10, 2025, Mr. Holdsworth, Ms. Cefali, Mr. Garland, and Ms. Tidwell were each granted 10,416 shares of restricted stock. The cash fees vest in four equal quarterly installments paid in arrears commencing November 1, 2025.

Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

We havenot timed the disclosure of material nonpublic information based on equity award grant dates or otherwise for the purpose of affecting the value of executive compensation. We have historically granted annual equity awards to our named executive officers on a predetermined schedule that coincides with the first regularly scheduled Board and Compensation Committee meeting that is held in January each calendar year.

On January 13, 2025, we granted incentive stock options to our named executive officers as part of our first regularly scheduled 2025 Board and Compensation Committee meetings. On January 16, 2025, we filed a Current Report on Form 8-K announcing our fourth quarter and fiscal year 2024 financial results. Accordingly, the January 13, 2025 grants occurred during a period beginning four business days before the filing of a Current Report on Form 8-K and ending one business day after such filing.

The table below provides the information required by Item 402(x) of Regulation S-K. The options were granted with an exercise price equal to the closing market price of our common stock on the date of grant. The stock options vest over four years as follows: (i) one-quarter of the options shall vest on January 13, 2026, and (ii) the remaining options shall vest in 12 equal quarterly installments over the next three years, subject to continued services.