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LGL Group shifts incorporation from Delaware to Nevada

Redomestication to Nevada became effective Sept. 1, 2026 at 4 p.m. ET, and LGL shares converted one-for-one with no stockholder action.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The LGL Group, Inc. (LGL) has completed its previously approved redomestication, changing its state of incorporation from Delaware to Nevada. The move became effective on September 1, 2026 at 4:00 p.m. Eastern Time through filings in both states and the adoption of new Nevada Articles of Incorporation and Bylaws.

Each outstanding share of LGL common stock automatically converted on a one-for-one basis into a share of the Nevada corporation, with no action required from stockholders. The company states that the redomestication does not change its business, operations, management, assets, liabilities, workforce, or material contracts, and its common stock continues to trade on the NYSE American under the symbol LGL with the same CUSIP.

Positive

  • None.

Negative

  • None.

Filing Explained

The completed conversion places LGL under Nevada law and its new charter and bylaws; the filing points holders to the April 2, 2026 definitive proxy for the material differences in their stockholder rights.

Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Effective date of Nevada Redomestication September 1, 2026 Date the redomestication from Delaware to Nevada was completed
Effective time of Nevada Redomestication 4:00 p.m. Eastern Time Time on September 1, 2026 when the Nevada Redomestication became effective
Share conversion ratio 1-for-1 Each outstanding Delaware share converted into one share of the Nevada corporation
Annual Meeting approval date May 12, 2026 Date stockholders approved the proposal to redomesticate to Nevada
Year incorporated 1928 LGL states it was incorporated in 1928
Public trading since 1946 LGL notes it has been publicly traded since 1946
Form 10-K period end December 31, 2025 Year-end referenced for risk factors in the Form 10-K
Form 10-K filing date March 30, 2026 Date the Form 10-K for year ended December 31, 2025 was filed
Redomestication regulatory
"announced the completion of 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.
Plan of Conversion regulatory
"approved a proposal to change the Company's state of incorporation ... pursuant to a Plan of Conversion"
A plan of conversion is a legal blueprint that lays out how a company or a class of securities will be changed from one form into another — for example converting a business type or swapping one kind of share or note for another — listing the steps, approvals required and what each owner will receive. Investors care because it can change ownership percentages, voting rights, tax treatment and whether shares remain tradable; think of it like a remodeling plan that shows who keeps which rooms and how the house will function afterwards.
Nevada Revised Statutes regulatory
"the Company is now governed by the Nevada Revised Statutes and its new Nevada Articles"
The Nevada Revised Statutes are the official compilation of laws enacted by Nevada’s legislature that govern business activities, corporate structure, licensing, taxation and legal procedures in the state. Think of it as Nevada’s rulebook that companies and regulators must follow; investors watch it because changes or specific statutes can affect a company’s legal obligations, tax position, licensing status and risk exposure, which in turn can influence valuation and investment decisions.
Delaware General Corporation Law regulatory
"conversion of the Company from a Delaware corporation into a Nevada corporation under Section 388 of the Delaware General Corporation Law"
A set of state laws that acts like a rulebook for how corporations are formed, governed, and dissolved in Delaware. It lays out legal duties for company leaders, protections and voting rights for shareholders, and rules for mergers and other big transactions, giving investors clearer expectations about how corporate decisions are made and disputes are resolved—similar to having standardized traffic laws for business behavior.
forward-looking statements regulatory
"This press release may contain forward-looking statements within the meaning of Section 27A"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What corporate change did LGL (LGL) announce on September 1, 2026?
LGL completed its redomestication from Delaware to Nevada on September 1, 2026 by filing a Certificate of Conversion in Delaware and Articles of Conversion and Incorporation in Nevada, and by adopting new Nevada Bylaws to govern the company under Nevada law.

How does the Nevada redomestication affect LGL (LGL) shareholders and their shares?
Each outstanding share of LGL common stock automatically converted one-for-one into a share of the Nevada corporation. Stockholders do not need to exchange stock certificates, and the number of shares held by each stockholder is unchanged.

Does the LGL (LGL) redomestication change its business or management?
LGL states that the redomestication does not change its business, operations, management, assets, liabilities, net worth (other than related costs), headquarters, workforce, or material contracts. Only the state of incorporation and governing law have changed.

Will LGL (LGL) continue trading under the same ticker after moving to Nevada?
Yes. LGL’s common stock will continue to trade on the NYSE American under the existing ticker symbol “LGL”, using the same CUSIP number, and trading is described as continuing without interruption after the redomestication.

When did stockholders approve LGL (LGL)’s move from Delaware to Nevada?
Stockholders approved the redomestication proposal at LGL’s 2026 Annual Meeting of Stockholders held on May 12, 2026, authorizing the change of state of incorporation from Delaware to Nevada pursuant to a Plan of Conversion.

Where can investors find details on changes to LGL (LGL) stockholder rights after redomestication?
A summary of material differences in stockholder rights is included under a comparison section in LGL’s definitive proxy statement filed April 2, 2026, available on the SEC’s website and in the Annual Reports and Proxy Statements section of LGL’s website.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0000061004 0000061004 2026-09-01 2026-09-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): September 1, 2026
 
logo.jpg
 
THE LGL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
     
Nevada
001-00106
38-1799862
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
     
2525 Shader Road, Orlando, FL
32804
(Address of Principal Executive Offices)
(Zip Code)
 
(202) 780-5941
Registrant’s Telephone Number, Including Area Code
 
(Former Name or Former Address, If Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Stock, par value $0.01
  
LGL
  
NYSE American
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
Item 3.03.
 Material Modification to Rights of Security Holders
 
The information set forth under Item 5.03 below is incorporated by reference into this Item 3.03.
 
Item 5.03.
 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year
 
As previously disclosed, at the 2026 Annual Meeting of Stockholders of The LGL Group, Inc. (the "Company") held on May 12, 2026, the Company's stockholders approved a proposal to change the Company's state of incorporation from the State of Delaware to the State of Nevada (the "Redomestication") pursuant to a Plan of Conversion, to be effected by the conversion of the Company from a Delaware corporation into a Nevada corporation under Section 388 of the Delaware General Corporation Law ("DGCL") and Chapter 92A of the Nevada Revised Statutes ("NRS").
 
On September 1, 2026 (the "Effective Time"), the Company completed the Redomestication by filing (i) a Certificate of Conversion with the Secretary of State of the State of Delaware and (ii) Articles of Conversion and Articles of Incorporation (the "Nevada Articles") with the Secretary of State of the State of Nevada. In connection with the Redomestication, the Company's Board of Directors also adopted new Bylaws (the "Nevada Bylaws") governing the Company as a Nevada corporation.
 
At or after the Effective Time:
 
•
the Company's domicile changed from the State of Delaware to the State of Nevada;
 
•
the Company's internal affairs ceased to be governed by the DGCL and instead became governed by the NRS;
 
•
the Company ceased to be governed by its prior Delaware certificate of incorporation and bylaws and instead became governed by the Nevada Articles and the Nevada Bylaws; and
 
•
each outstanding share of the Company's common stock automatically converted, on a one-for-one basis, into one outstanding share of common stock of the Company as a Nevada corporation, with no change in the number of shares held by any stockholder.
 
The Redomestication did not result in any change in the Company's business, operations, management, assets, liabilities, net worth (other than costs related to the Redomestication), headquarters, or the number of the Company's employees. The Redomestication does not affect any of the Company's material contracts with third parties, and the Company's rights and obligations under those contracts continue as rights and obligations of the Company following the Redomestication. Stockholders are not required to exchange existing stock certificates as a result of the Redomestication, and the Company's common stock continues to trade on the NYSE American under the symbol "LGL" without interruption, under the same CUSIP number.
 
A general description of the material differences between the rights of stockholders under the Company's prior Delaware certificate of incorporation and bylaws, on the one hand, and the Nevada Articles and Nevada Bylaws, on the other, is set forth under the subheading "Comparison of Stockholder Rights under Delaware and Nevada Law" within the "What Changes After the Nevada Redomestication" section in the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on April 2, 2026, which description is incorporated herein by reference. The foregoing description of the Nevada Articles and Nevada Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Nevada Articles and Nevada Bylaws, copies of which are filed as Exhibit 3.1 and Exhibit 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
 
Item 8.01.
 Other Events
 
On September 1, 2026, the Company issued a press release announcing the completion of the Redomestication. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
Item 9.01.
Financial Statements and Exhibits
 
 
(d)
Exhibits
 
Exhibit No.
Description
   
2.1 Plan of Conversion of The LGL Group, Inc.
   
3.1 Articles of Incorporation of The LGL Group, Inc.
3.2 Bylaws of The LGL Group, Inc.
   
99.1
 Press Release of The LGL Group, Inc. dated September 1, 2026.
   
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
THE LGL GROUP, INC.
  (Registrant)
   
Date:  September 1, 2026
By:
/s/ Patrick Huvane
   
Name:
Patrick Huvane
   
Title:
Executive Vice President - Business Development
 
 
 
 

Exhibit 99.1

 

logo.jpg

 

THE LGL GROUP, INC. COMPLETES REDOMESTICATION FROM DELAWARE TO NEVADA

 

ARLINGTON, Virginia (September 1, 2026) The LGL Group, Inc. (NYSE American: LGL) ("LGL Group" or the "Company") today announced the completion of its previously announced redomestication from the State of Delaware to the State of Nevada (the "Nevada Redomestication").

 

Following approval by the Company's stockholders at the 2026 Annual Meeting of Stockholders held on May 12, 2026, the Company completed the Nevada Redomestication on September 1, 2026, by filing 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, and adopting new Bylaws governing the Company as a Nevada corporation. The Nevada Redomestication became effective as of 4:00 p.m. Eastern Time on September 1, 2026.

 

As a result of the Nevada Redomestication, the Company is now governed by the Nevada Revised Statutes and its new Nevada Articles of Incorporation and Bylaws, rather than the Delaware General Corporation Law and its prior Delaware charter and bylaws. Each outstanding share of the Company's common stock automatically converted, on a one-for-one basis, into one outstanding share of common stock of the Company as a Nevada corporation. Stockholders are not required to take any action or exchange existing stock certificates as a result of the Nevada Redomestication, and the number of shares held by each stockholder is unchanged.

 

The Company's common stock will continue to trade on the NYSE American without interruption, under the existing ticker symbol "LGL."

 

The Nevada Redomestication does not change the Company's business, operations, management, assets, liabilities, or workforce, other than costs associated with completing the Nevada Redomestication. A summary of the material differences between stockholder rights under the Company's prior Delaware governing documents and its new Nevada governing documents is included in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 2, 2026, which is available on the SEC's website at www.sec.gov and on the Annual Reports and Proxy Statements section of the Company's website at www.lglgroup.com/annual-reports-and-proxy-statements.

 

 

 
 

 

About The LGL Group, Inc.

 

The LGL Group, Inc. (NYSE American: LGL) is a publicly traded holding company that acquires, owns and builds businesses and makes strategic investments, with an emphasis on critical technologies. LGL Group conducts its business through two complementary activities: Platform Operations and Merchant Investment.

 

Through Platform Operations, LGL Group develops operating companies through organic growth, operational improvement and complementary acquisitions. Platform Operations is currently anchored by Precise Time and Frequency, LLC ("PTF"), a provider of precision time and frequency instruments, systems and related solutions based in Wakefield, Massachusetts.

 

Through Merchant Investment, LGL Group selectively deploys capital in minority investments, co-investments and strategic partnerships. These activities broaden LGL Group’s opportunity set, develop strategic relationships and can support future platform development.

 

Across both activities, LGL Group seeks to compound shareholder value through disciplined capital allocation, active ownership, operational excellence and prudent financial management.

 

Incorporated in 1928, LGL Group has been publicly traded since 1946. Additional information is available at www.lglgroup.com.

 

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.

 

###

 

Contact:

 

The LGL Group, Inc.

(202) 780-5941

info@lglgroup.com

 

Jonathan Harker

Head of Investor Relations

jharker@gabelli.com

 

 

 

Source: View Original Filing on SEC EDGAR

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