avnw-20260916

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☑
Filed by a Party other than the Registrant ☐

Check the appropriate box:

☑ Preliminary Proxy Statement
☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under § 240.14a-12

Aviat Networks, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☑ No fee required
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rule 14a-6(i)(1) and 0-11

AVIAT NETWORKS, INC.
200 Parker Drive, Suite C100A
Austin, TX 78728

Notice of Annual Meeting of Stockholders for Fiscal Year 2026
to be held on November 11, 2026

TO THE HOLDERS OF COMMON STOCK OF AVIAT NETWORKS, INC.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders for fiscal year 2026 (the “Annual Meeting”) of Aviat Networks, Inc. (the “Company”) will be held online only on November 11, 2026, at 12:30 p.m. Central Time. You may attend the Annual Meeting online via webcast by visiting www.virtualshareholdermeeting.com/AVNW2026 and entering your 16-digit control number included with the proxy card. You will be able to vote your shares and submit questions while attending the Annual Meeting online for the following purposes:

1. To elect seven directors to serve until the Company’s 2027 Annual Meeting of Stockholders or until their successors have been elected and qualified;

2. To vote on the ratification of the appointment by our Audit Committee of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm for fiscal year 2027;

3. To hold an advisory, non-binding vote to approve the Company’s named executive officer compensation (“Say-on-Pay”);

4. To approve Amendment No. 2 of the Amended and Restated Tax Benefit Preservation Plan between the Company and Computershare Inc., as Rights Agent; and

5. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement or other delay thereof.

Only holders of common stock at the close of business on September 14, 2026 are entitled to notice of and to vote at the Annual Meeting or any adjournment, postponement or other delay thereof.

Whether or not you expect to attend the Annual Meeting online, we urge you to submit a proxy to vote your shares. This will help ensure the presence of a quorum at the Annual Meeting.


			By Order of the Board of Directors
September 16, 2026			/s/ Peter A. Smith President and Chief Executive Officer

Aviat Networks, Inc.
Notice of Annual Meeting
FY2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 11, 2026

This Proxy Statement for the 2026 Annual Meeting of Stockholders and our Annual Report to Stockholders for the Fiscal Year Ended July 3, 2026 are available at www.proxyvote.com

Your vote is important regardless of the number of shares you own. The Board of Directors urges you to sign, date and return the enclosed proxy card by mail (using the enclosed postage-paid envelope) as promptly as possible, or vote electronically or by telephone as described in the attached proxy statement. If you have any questions or need assistance in voting your shares, please contact Broadridge toll-free at 1-800-690-6903.

Aviat Networks, Inc.
Notice of Materials Availability
FY2026

TABLE OF CONTENTS


ABOUT THE ANNUAL MEETING			1
What is the purpose of the Annual Meeting?			1
What is the record date, and who is entitled to vote at the Annual Meeting?			1
What are the voting rights of the holders of common stock at the Annual Meeting?			2
Who may attend the Annual Meeting?			2
How do I vote?			2
How can I access the proxy materials and annual report on the internet?			2
Why is Aviat soliciting proxies?			3
How do I revoke my proxy?			3
What vote is required to approve each item?			3
What happens if a director does not receive a sufficient number of votes?			3
What constitutes a quorum, abstention and broker “non-vote”?			4
Who pays for the cost of solicitation?			4
What is the deadline for submitting proposals and director nominations for the 2027 Annual Meeting?			4
Who will count the votes?			5
CORPORATE GOVERNANCE			5
Board Members			5
Director Selection Process			6
Director Nominees			6
Board and Committee Meetings and Attendance			6
Board Member Qualifications			7
Directors’ Biographies			7
Board Leadership			10
The Board’s Role in Risk Oversight			11
Principles of Corporate Governance, Bylaws and Other Governance Documents			11
Responsible Business			12
Board Committees			13
Audit Committee			15
Compensation Committee			15
Governance and Nominating Committee			15
Stockholder Communications with the Board			16
Code of Conduct			17
TRANSACTIONS WITH RELATED PERSONS			17
NEC Transactions			17
DIRECTOR COMPENSATION AND BENEFITS			18
Fiscal Year 2026 Compensation of Non-Employee Directors			19

Aviat Networks, Inc.
Proxy Statement
FY2026 i

TABLE OF CONTENTS
(continued)


Indemnification			20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			20
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			21
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES			22
Audit Committee Pre-Approval Policy			23
EXECUTIVE OFFICERS