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The LGL Group, Inc. Announces Timing of Redomestication from Delaware to Nevada

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The LGL Group (NYSE American: LGL) plans to complete its redomestication from Delaware to Nevada by statutory conversion around September 1, 2026, following stockholder approval. Each outstanding share will convert into one Nevada share, with no change in holdings, ticker symbol, or business operations.

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News Explained

The redomestication would replace Delaware corporate law and governing documents with Nevada law and new Nevada articles and bylaws, while leaving LGL’s business, operations, management, assets, liabilities, and net worth unchanged.

Market Context

Insider activity was labeled Net Selling in the platform record. That context adds a governance cons...
Analysis

Insider activity was labeled Net Selling in the platform record. That context adds a governance consideration to a transaction described as operationally unchanged; investors can watch the September 1 filing and implementation disclosures.

Key Figures

Stockholder approval date: May 12, 2026 Expected filing date: September 1, 2026 Advance notice: ten (10) days +3 more
6 metrics
Stockholder approval date May 12, 2026 2026 Annual Meeting
Expected filing date September 1, 2026 Certificate and Articles of Conversion filing
Advance notice ten (10) days Before the expected filing
Share conversion ratio one outstanding share For each outstanding common share
SEC proxy filing date April 2, 2026 Definitive proxy statement
Ticker symbol LGL Expected continued NYSE American trading

Historical Context

5 past events · Latest: Aug 14 (Neutral)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Aug 14 Second-quarter earnings Neutral +0.7% Revenue increased while gross margin declined and net loss widened.
Aug 05 Contract awards Positive +0.0% PTF received multiple awards totaling $6 million from a major customer.
Jul 24 Rights offering completion Neutral -0.1% Rights offering raised approximately $41.8 million and issued 6,062,714 shares.
Jul 16 Rights offering results Neutral -1.4% Preliminary subscriptions covered approximately 92.2% of offered shares.
Jul 02 Contract award Positive +0.3% PTF won a 24-month contract for advanced communications timing instruments.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent news reactions ranged from -1.44% to +0.74% over 24 hours, without a consistent directional pattern.

Key Terms

redomestication, statutory conversion, certificate of conversion, articles of incorporation
4 terms
redomestication regulatory
"complete its previously announced redomestication from the State of Delaware"
Redomestication is a company changing its legal home from one country or state to another by re-registering or swapping shares, much like a person moving their official address to a new jurisdiction. Investors care because that legal home determines tax rules, shareholder rights, regulatory oversight and listing requirements, which can affect dividend treatment, voting power, legal protections and the ease of buying or selling the stock.
statutory conversion regulatory
"by way of a statutory conversion"
A statutory conversion is a legal process set out in corporate law that lets a business change its legal form—for example, switch from a corporation to a limited liability company or vice versa—by following a prescribed statute rather than dissolving and forming a new entity. It matters to investors because the conversion can change ownership rules, voting rights, tax treatment, creditor priority and reporting obligations, much like swapping a car for a truck changes how it can be used and insured.
certificate of conversion regulatory
"file a Certificate of Conversion with the Secretary of State"
A certificate of conversion is the formal, recorded document that proves a company has legally changed its type or moved its legal home — for example from a limited liability company to a corporation or from one state/country to another. Investors care because that change can alter ownership rules, voting rights, tax treatment and how shares are issued or transferred; the certificate is the official paper trail that makes the new structure enforceable, like a vehicle’s updated registration after you change its title.
articles of incorporation regulatory
"Articles of Incorporation with the Secretary of State"
A formal legal document filed with a government authority that creates a corporation and sets its basic rules — for example the company name, business purpose, how many ownership shares can exist, and who can receive legal notices. It matters to investors because it defines ownership structure, voting rights, and limits on liability, shaping who controls the company and how future shares or dividends can affect an investor’s stake; think of it as the company’s birth certificate and rulebook.

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Orlando, Florida--(Newsfile Corp. - August 19, 2026) - The LGL Group, Inc. (NYSE American: LGL) ("LGL Group" or the "Company") today announced that, following stockholder approval at the Company's 2026 Annual Meeting of Stockholders held on May 12, 2026, it intends to complete its previously announced redomestication from the State of Delaware to the State of Nevada (the "Nevada Redomestication") by way of a statutory conversion.

The Company expects to file a Certificate of Conversion with the Secretary of State of the State of Delaware, together with Articles of Conversion and Articles of Incorporation with the Secretary of State of the State of Nevada, on or about September 1, 2026 (the "Effective Time"). This notice is being issued at least ten (10) days in advance of that filing in accordance with NYSE American notice requirements applicable to the transaction.

At the Effective Time, each outstanding share of the Company's common stock will automatically convert into one outstanding share of common stock of the Nevada corporation, with no change to the number of shares held by stockholders. The Company's common stock is expected to continue trading on the NYSE American under the existing ticker symbol "LGL" without interruption, and stockholders will not be required to take any action or exchange existing stock certificates as a result of the Nevada Redomestication.

The Nevada Redomestication will not result in any change to the Company's business, operations, management, assets, liabilities, or net worth. Following the Effective Time, the Company will be governed by the Nevada Revised Statutes and its new Nevada Articles of Incorporation and Bylaws rather than the Delaware General Corporation Law and its current Delaware charter and bylaws, as more fully described in the Company's definitive proxy statement filed with the Securities and Exchange Commission ("SEC") on April 2, 2026.

About The LGL Group, Inc.

The LGL Group, Inc. ("LGL," "LGL Group," or the "Company") is a holding company engaged in services, merchant investment and manufacturing business activities. Precise Time and Frequency, LLC ("PTF") is a globally positioned producer of industrial Electronic Instruments and commercial products and services. Founded in 2002, PTF operates from our design and manufacturing facility in Wakefield, Massachusetts. Lynch Capital International LLC is focused on the development of value through investments.

LGL Group was incorporated in 1928 under the laws of the State of Indiana, and in 2007, the Company was reincorporated under the laws of the State of Delaware as The LGL Group, Inc. We maintain our executive offices at 2525 Shader Road, Orlando, Florida 32804. Our telephone number is (202) 780-5941. Our Internet address is www.lglgroup.com. LGL Group common stock is traded on the NYSE American ("NYSE") under the symbol "LGL."

LGL Group's business strategy is primarily focused on growth through expanding new and existing operations across diversified industries. The Company's engineering and design origins date back to the early 1900s. In 1917, Lynch Glass Machinery Company ("Lynch Glass"), the predecessor of LGL Group, was formed and emerged in the late 1920s as a successful manufacturer of glass-forming machinery. Lynch Glass was then renamed Lynch Corporation ("Lynch") and was incorporated in 1928 under the laws of the State of Indiana. In 1946, Lynch was listed on the "New York Curb Exchange," the predecessor to the NYSE American. The Company has a had a long history of owning and operating various business in the precision engineering, manufacturing, and services sectors.

Cautionary Note Concerning Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, such as those pertaining to the Company's financial condition, results of operations, business strategy and financial needs. All statements other than statements of current or historical fact contained in this press release are forward-looking statements. The words "believe," "expect," "anticipate," "should," "plan," "will," "may," "could," "intend," "estimate," "predict," "potential," "continue" or the negative of these terms and similar expressions, as they relate to LGL Group, are intended to identify forward-looking statements.

These forward-looking statements are largely based on current expectations and projections about future events and financial trends that may affect the financial condition, results of operations, business strategy and financial needs of the Company. They can be affected by inaccurate assumptions, including the risks, uncertainties and assumptions described in the filings made by LGL Group with the Securities and Exchange Commission ("SEC"), including those risks set forth under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 30, 2026. In light of these risks, uncertainties and assumptions, the forward-looking statements in this press release may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. When you consider these forward-looking statements, you should keep in mind these risk factors and other cautionary statements in this press release.

These forward-looking statements speak only as of the date of this press release. LGL Group undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements. For these statements, LGL Group claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

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Contact:

The LGL Group, Inc.
info@lglgroup.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/310429

FAQ

What is The LGL Group (NYSE American: LGL) redomestication from Delaware to Nevada?

The LGL Group plans to change its state of incorporation from Delaware to Nevada through a statutory conversion. According to LGL Group, this Nevada redomestication will not alter its business, operations, management, assets, liabilities, or net worth, only its legal domicile and governing law.

When will The LGL Group (LGL) Nevada redomestication become effective?

The LGL Group expects its Nevada redomestication to become effective on or about September 1, 2026. According to LGL Group, it plans to file conversion and incorporation documents with the Delaware and Nevada Secretaries of State on that date, after prior stockholder approval in May 2026.

How will The LGL Group redomestication affect LGL shareholders and their shares?

Each outstanding LGL share will automatically convert into one share of the Nevada corporation with no change in quantity. According to LGL Group, shareholders need not take any action or exchange certificates, and their ownership percentage remains the same after the Nevada redomestication.

Will The LGL Group (LGL) continue trading on NYSE American after moving to Nevada?

Yes, LGL common stock is expected to continue trading on NYSE American under the existing ticker symbol LGL. According to LGL Group, the Nevada redomestication should not interrupt trading or require shareholders to make any changes to their brokerage or stock certificate arrangements.

What changes legally for The LGL Group after its Nevada redomestication?

After redomestication, The LGL Group will be governed by Nevada law and new Nevada governing documents. According to LGL Group, it will operate under the Nevada Revised Statutes and new Articles of Incorporation and Bylaws, instead of Delaware General Corporation Law and its current Delaware charter and bylaws.