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Cambium Networks Corp

For the period ended Jun 25, 2026. Filed May 22, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 25, 2026 · Filed May 22, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

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

Exchange Act of 1934 (Amendment No. )

☒ 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

Cambium Networks Corporation

(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 Rules 14a-6(i)(1) and 0-11.

Cambium Networks Corporation

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 25, 2026

TO OUR SHAREHOLDERS:

Notice is hereby given that the 2026 annual general meeting of shareholders (the “Annual Meeting”) of Cambium Networks Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), will be held in a virtual-only format on June 25, 2026, at 10:00 a.m. Pacific Time. The Annual Meeting will be a “virtual meeting” of shareholders, which will be conducted exclusively via the Internet at a virtual web conference. There will not be a physical meeting location, and shareholders will not be able to attend the Annual Meeting in person. The Annual Meeting will be held to consider the following matters, as more fully described in the proxy statement accompanying this notice:

the election of the two Class III directors and three Class I directors named in the proxy statement;

the ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

the approval, on a non-binding, advisory basis, of the compensation of our named executive officers (the "say-on-pay" vote);

the approval, on a non-binding, advisory basis, of the frequency (every year, two years or three years) of future advisory votes on the compensation of our named executive officers (the "say-on-frequency" vote);

the approval of a reverse share split;

the approval of an amendment to our Memorandum and Articles of Association to grant our board of directors the power to deal with any fractional shares resulting from a consolidation or division of our share capital; and

the approval of an amendment to our Memorandum and Articles of Association to reflect the reverse share split in accordance with the reverse share split ratio selected by the board of directors.

We will also consider the transaction of such other business as may properly come before the meeting, or an adjournment or postponement thereof.

Shareholders of record at the close of business on May 15, 2026 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. In order to attend the Annual Meeting virtually, shareholders must register in advance at https://www.proxydocs.com/CMBM. You will be required to enter the control number found on your proxy card, voting instruction form or proxy materials that you previously received. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you to access the meeting and will permit you to submit questions during the meeting. You will also be permitted to submit questions at the time of registration. You may ask questions that are confined to matters properly before the Annual Meeting and of general company concern.

We encourage you to access the meeting prior to the start time. Online access will open approximately at 9:45 a.m. Pacific Time on June 25, 2026, and you should allow ample time to log in to the meeting and test your computer audio system. We recommend that you carefully review the procedures needed to gain admission in advance. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number included in the email you will receive before the meeting with your unique link allowing you to access the meeting. Should you need to vote during the meeting before voting closes, instructions on how to submit your vote will also be included in the email.

YOUR VOTE IS IMPORTANT.

You may cast your vote over the Internet, by telephone or by completing and mailing a proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting in virtual format only and to vote your shares during the meeting.

Proxies forwarded by or for banks, brokers or other nominees should be returned as requested by them. We encourage you to vote promptly to ensure your vote is represented at the Annual Meeting, regardless of whether you plan to attend virtually.

You can find detailed information regarding voting in the section entitled “Questions and Answers” on pages 2 through 7 of the accompanying proxy statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 25, 2026

The notice of the Annual Meeting, proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available at https://www.proxydocs.com/CMBM.

By order of the board of directors

Sincerely,

Morgan C. Kurk

Chief Executive Officer

2000 Center Drive

Suite East A401

Hoffman Estates, Illinois 60192– May 22, 2026

TABLE OFCONTENTS

GENERAL INFORMATION1
Why am I receiving these materials?2
What proposals will be voted on at the Annual Meeting?2
What happens if other business not discussed in the proxy statement comes before the meeting?2
How does the board of directors recommend that shareholders vote on the proposals?2
Who is entitled to vote?3
What do I need for admission to the Annual Meeting?3
How can I vote my shares without attending the Annual Meeting?3
Can I change my vote or revoke my proxy?4
What is a broker non-vote?4
What constitutes a quorum?4
What vote is required to approve each matter to be considered at the Annual Meeting?5
What is the deadline for submitting a proxy?5
What does it mean if I receive more than one proxy card?6
How will my shares be voted if I return a blank proxy card or a blank voting instruction card?6
Who is making this solicitation and who will pay the expenses?6
Will a shareholder list be available for inspection?6
What is “householding” and how does it affect me?7
How can I find out the results of the voting at the Annual Meeting?7
When are shareholder proposals and director nominations due for next year's annual meeting of the shareholders?7
Who can I contact for further information?7
PROPOSAL ONE8
Controlled Company Status8
Shareholder Agreement8
General8
Information Regarding Nominees and Continuing Directors9
Recommendation of Our Board of Directors10
Skills and Experience11
Board Experience and Skills Matrix11
CORPORATE GOVERNANCE12
Controlled Company Exemption12
Board of Directors’ Role in Risk Oversight12
Board Leadership Structure13
Meetings of the Board of Directors13
Committees of the Board of Directors13
Compensation Committee Interlocks and Insider Participation15
Code of Business Conduct and Ethics15
Director Nomination Process15
Shareholder Communications15
Delinquent Section 16(a) Reports15
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS16
Transactions with Vector Capital and its Affiliates16
Transactions with Executive Officers and Directors17
Policies and Procedures for Related Person Transactions17
DIRECTOR COMPENSATION19
EXECUTIVE OFFICERS20
EXECUTIVE COMPENSATION21
Overview21
Compensation of Named Executive Officers21
Compensation and Equity Award Policies23
2025 Summary Compensation Table24
Outstanding Equity Awards at 2025 Fiscal Year-end25
Pay Versus Performance28
Employment Agreements and Potential Payments upon Termination or Change-in-Control27
401(K) Plan and Other Retirement Plans31
Compensation Risk Assessment31
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS32
PROPOSAL TWO33
Principal Accountant Fees and Services34
Determination of Independence34
Pre-Approval Policy34
Recommendation of Our Board of Directors and Audit Committee34
Report of the Audit Committee35
PROPOSAL THREE36
Non-Binding Vote on Executive Compensation36
PROPOSAL FOUR36
Non-Binding Vote on Frequency of Shareholder Votes on Executive Compensation36
PROPOSAL FIVE37
Reverse Share Split37
General37
Purpose38
Fractional Shares38
Effect on Ordinary Shares and Par Value39
Effect on Outstanding Equity Awards and Equity Plans39
Illustration39
Accounting Consequences39
Material U.S. Federal Income Tax Consequences of the Reverse Share Split40
Procedures for Effecting Reverse Share Split41
Certain Risk Factors Associated with the Reverse Share Split41
Vote Required for Approval42
PROPOSAL SIX42
Fractional Shares Amendment Proposal42
General42
Vote Required42
Recommendation of the Board42
PROPOSAL SEVEN43
Reverse Share Split Amendment Proposal43
General43
Vote Required43
Recommendation of the Board43
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT45
WHERE YOU CAN FIND MORE INFORMATION47
OTHER MATTERS47

CAMBIUM NETWORKS CORPORATION

ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 25, 2026

PROXY STATEMENT

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.