AVIAT NETWORKS, INC.
For the period ended Jul 3, 2026. Filed Aug 27, 2026.
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FY2026 · Filed Aug 27, 2026
Contents
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure. As of July 3, 2026, an evaluation was carried out under the supervision and with the participation of management, including the CEO and CFO, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of July 3, 2026 at the reasonable assurance level.
Management concluded the consolidated financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, our financial condition, results of operations and cash flows in accordance with U.S. GAAP.
Management Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. GAAP.
Management, including the Company’s CEO and CFO, assessed the effectiveness of its internal control over financial reporting as of July 3, 2026. Management based its assessment on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 COSO framework).
Based on its assessment and the criteria described above, management concluded that the Company maintained effective internal control over financial reporting as of July 3, 2026.
The effectiveness of the Company’s internal control over financial reporting as of July 3, 2026 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in its report included in this Annual Report on Form 10‑K. They have served as the Company’s auditor since fiscal year 2026.
Remediation of Previously Reported Material Weaknesses
As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended June 27, 2025, the Company had identified material weaknesses in the internal control over financial reporting. The Company did not maintain an effective control environment and control activities based on the criteria established in the COSO framework. The Company did not have sufficient resources with the appropriate levels of knowledge, experience, and training in accounting and internal control over financial reporting. Control activities were either not designed effectively or were not operating effectively for a sufficient period of time to support the operating effectiveness of the controls to prevent and detect potential material errors for the following: (a) the review of reconciliations for revenue related account balances, (b) certain arrangements where revenue is recognized over time, and (c) the determination of the appropriate period for revenue recognition.
Beginning in the fourth quarter of fiscal 2024, management initiated and began implementing the following activities to remediate the material weaknesses with oversight from the Audit Committee of the Board of Directors:
We have hired, and will continue to hire, qualified professionals to strengthen the design, implementation and execution of internal controls, across all functions and personnel departments.
We have and will continue to provide enhanced training to relevant control owners emphasizing the importance of timely and proper execution of their assigned control activities.
We have strengthened controls over revenue cutoff and complex revenue arrangements, including those recognized over time.
We have enhanced the documentation and review procedures over the review of reconciliations for revenue related account balances.
We have augmented and extended our use of system and process improvements to reduce reliance on manual controls.
As of July 3, 2026, management has completed testing of the design and operating effectiveness of the Company’s internal control over financial reporting following execution of the remediation steps described above. Accordingly, management has concluded that the previously identified material weaknesses are remediated as of July 3, 2026.
Changes in Internal Controls Over Financial Reporting
Other than the material weakness remediation actions described above, there were no changes in our internal control over financial reporting that occurred during the year ended July 3, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
The Company’s management, including its CEO and CFO, does not expect that its disclosure controls and procedures or its internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Furthermore, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
Board of Directors and Shareholders
Aviat Networks, Inc.
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Aviat Networks, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of July 3, 2026, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 3, 2026, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended July 3, 2026, and our report dated August 27, 2026, expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Grant Thornton LLP
Houston, Texas
August 27, 2026
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