LGL Group (NYSE: LGL) raises $41.7M in highly subscribed rights deal

Q: What did LGL (LGL) announce about its subscription rights offering?

LGL reported preliminary results showing subscriptions for 92.2% of shares issuable under its transferable subscription rights offering. Investors subscribed for 6,042,031 shares at $6.90 per share, generating about $41.7 million in gross proceeds before expenses.

Q: How much capital did LGL (LGL) raise in the rights offering?

The rights offering generated approximately $41.7 million in gross proceeds for LGL. Subscriptions covered 6,042,031 shares of common stock at a subscription price of $6.90 per share, subject to final verification and potential proration by the subscription agent.

Q: When did LGL’s (LGL) rights offering expire and when will results be finalized?

LGL’s transferable subscription rights offering expired at 5:00 p.m. Eastern time on July 15, 2026 . The company expects to close the offering and report final results on or about July 24, 2026 , after processing guaranteed delivery notices and any required proration.

Q: What will LGL (LGL) use the rights offering proceeds for?

LGL indicates that the larger capital base from the $41.7 million gross proceeds positions it to pursue selective investments, acquisitions and partnerships . Target areas include defense technology, precision timing and frequency, resilient infrastructure and adjacent critical technologies.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

The LGL Group, Inc. reported preliminary results for its transferable subscription rights offering, indicating subscriptions for 92.2% of the shares issuable under the offering. Based on preliminary tallies, investors subscribed for 6,042,031 shares of common stock at $6.90 per share, generating approximately $41.7 million in gross proceeds.

The company states that this funding increases pro forma cash, cash equivalents and marketable securities to over $85 million, supporting plans to pursue selective investments, acquisitions and partnerships in defense technology, precision timing and frequency, resilient infrastructure and related areas. Results remain preliminary, exclude subscriptions via notices of guaranteed delivery, and are subject to final verification, possible proration and closing, which LGL expects on or about July 24, 2026.

Filing Explained

The offering is expired but not final: subscribed shares await issuance, which would increase total shares and reduce existing holders’ percentage ownership absent offsets.

The July 16 Form 8-K records that the transferable rights offering expired at 5:00 p.m. Eastern Time on July 15, 2026 and reports preliminary subscriptions for 92.2% of the issuable shares. The subscribed common stock is expected to be issued to participating stockholders as promptly as practicable, but issuance and final allocation remain subject to final verification, guaranteed-delivery submissions, possible proration and closing.

If issued, these additional shares would increase the total share count and reduce an existing holder’s percentage ownership absent offsetting changes. The disclosure describes issuance as future rather than reporting that the shares have already been issued.

The company expects to report final results in a filing on or about July 24, 2026; that filing is the stated point for resolving the final allocation, any proration, guaranteed-delivery subscriptions and any related refunds.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Gross proceeds from rights offering: $41.7 million Shares subscribed: 6,042,031 shares Subscription price: $6.90 per share +5 more

8 metrics

Gross proceeds from rights offering $41.7 million Generated by the transferable subscription rights offering before expenses

Shares subscribed 6,042,031 shares Common stock subscribed for at $6.90 per share in the rights offering

Subscription price $6.90 per share Price per share for common stock under the rights offering

Participation rate 92.2% Subscriptions as a percentage of shares issuable under the rights offering

Pro forma cash and securities Over $85 million Combined pro forma cash, cash equivalents and marketable securities after the offering

Basic subscription shares 3,398,532 shares Subscribed through basic subscription rights, subject to final verification

Over-subscription shares 2,643,499 shares Subscribed through the over-subscription privilege, subject to final verification and proration

Expiration date July 15, 2026 Rights offering expired at 5:00 p.m. Eastern time on this date

Key Terms

transferable subscription rights offering, over-subscription privilege, notices of guaranteed delivery, pro forma, +2 more

6 terms

transferable subscription rights offering financial

"its previously announced transferable subscription rights offering (the "Rights Offering")"

over-subscription privilege financial

"2,643,499 additional shares through the over-subscription privilege, subject to final verification"

An over-subscription privilege is a feature of a share offering that lets existing investors request more shares than their initial entitlement, with any extra allocation given only if other investors do not take their full allotment. It matters because it gives shareholders a chance to increase their stake and avoid losing ownership percentage, much like ordering extra slices at a party in case others pass—however, receiving the extras is not guaranteed.

notices of guaranteed delivery financial

"do not include subscriptions made pursuant to notices of guaranteed delivery"

Notices of guaranteed delivery are official messages that confirm a planned delivery of a security or financial asset will happen by a specific date. They provide assurance to investors that their transactions will be completed on time, reducing the risk of delays or missed deadlines. This helps investors feel more confident that their trades will be settled smoothly and as expected.

pro forma financial

"increased the Company's pro forma cash, cash equivalents and marketable securities to over $85 million"

Pro forma refers to financial information that is prepared based on estimates or adjustments to show what a company's results might look like under certain scenarios, such as new projects or acquisitions. It helps investors understand the potential impact of future events by providing a clear, hypothetical view of financial performance, much like a weather forecast shows possible future conditions.

Registration Statement on Form S-1 regulatory

"made pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-295925)"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

pro rata financial

"available shares will be allocated pro rata under the terms of the Rights Offering"

Pro rata means dividing or distributing something proportionally based on a specific factor, such as ownership or contribution. For example, if an investor owns 10% of a company, they would receive 10% of any dividends or benefits allocated. This approach ensures everyone gets their fair share relative to their stake or input, helping investors understand how benefits, costs, or responsibilities are fairly shared.

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Understanding 8-K Material Events →

Available on EDGAR 07/16/2026 - 04:08 PM Accepted by SEC EDGAR 07/16/2026 - 04:08 PM

FAQ

What did LGL (LGL) announce about its subscription rights offering?

LGL reported preliminary results showing subscriptions for 92.2% of shares issuable under its transferable subscription rights offering. Investors subscribed for 6,042,031 shares at $6.90 per share, generating about $41.7 million in gross proceeds before expenses.

How much capital did LGL (LGL) raise in the rights offering?

The rights offering generated approximately $41.7 million in gross proceeds for LGL. Subscriptions covered 6,042,031 shares of common stock at a subscription price of $6.90 per share, subject to final verification and potential proration by the subscription agent.

What is LGL’s (LGL) pro forma cash position after the rights offering?

Following the rights offering, LGL states its pro forma cash, cash equivalents and marketable securities total over $85 million. The company believes this expanded capital base supports selective investments, acquisitions and partnerships in defense technology and other targeted sectors.

How were LGL (LGL) subscriptions split between basic and oversubscription rights?

Based on preliminary results, LGL received subscriptions for 3,398,532 shares through basic subscription rights and 2,643,499 shares through the over-subscription privilege. These figures are subject to final verification and, if necessary, proration under the rights offering terms.

When did LGL’s (LGL) rights offering expire and when will results be finalized?

LGL’s transferable subscription rights offering expired at 5:00 p.m. Eastern time on July 15, 2026. The company expects to close the offering and report final results on or about July 24, 2026, after processing guaranteed delivery notices and any required proration.

What will LGL (LGL) use the rights offering proceeds for?

LGL indicates that the larger capital base from the $41.7 million gross proceeds positions it to pursue selective investments, acquisitions and partnerships. Target areas include defense technology, precision timing and frequency, resilient infrastructure and adjacent critical technologies.

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): July 16, 2026

THE LGL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware	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)

(407) 298-2000

(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 7.01.

Regulation FD Disclosure

On July 16, 2026, The LGL Group, Inc. issued a press release announcing the preliminary results of its previously announced offering of transferable subscription rights (the "Rights Offering"), which expired in accordance with its terms at 5:00 p.m., Eastern Time, on Wednesday July 15, 2026. The press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

The information provided under Items 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits

Exhibit No.	Description

99.1	Press Release of The LGL Group, Inc. dated July 16, 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: July 16, 2026	By:	/s/ Patrick Huvane
		Name:	Patrick Huvane
		Title:	Executive Vice President - Business Development

Exhibit 99.1

THE LGL GROUP, INC. ANNOUNCES PRELIMINARY RESULTS OF SUBSCRIPTION RIGHTS OFFERING

ORLANDO, Florida (July 16, 2026) The LGL Group, Inc. (NYSE American: LGL) ("LGL Group" or the "Company") today announced preliminary results indicating that it received subscriptions for 92.2% of the shares issuable under its previously announced transferable subscription rights offering (the "Rights Offering"). The Rights Offering commenced on June 8, 2026 and expired at 5:00 p.m., Eastern time, on Wednesday, July 15, 2026 (the "Expiration Date").

Over $85 Million in Pro Forma Cash and Marketable Securities

The Rights Offering generated approximately $41.7 million in gross proceeds and increased the Company's pro forma cash, cash equivalents and marketable securities to over $85 million. The Company appreciates the confidence its stockholders have shown in LGL Group’s growth strategy through their participation and believes this expanded capital base positions LGL Group well to pursue selective investments, acquisitions and partnerships across defense technology, precision timing and frequency, resilient infrastructure and adjacent critical technologies.

Rights Offering Preliminary Results

Based on preliminary results provided by Computershare Trust Company, N.A. (the "Subscription Agent"), subscriptions were received for 6,042,031 shares of the Company's common stock, par value $0.01 (the "Common Stock") at a subscription price of $6.90 per share, representing gross proceeds of $41.7 million before offering expenses. Subscriptions included 3,398,532 shares through basic subscription rights and 2,643,499 additional shares through the over-subscription privilege, subject to final verification and, if applicable, proration.

The shares of Common Stock subscribed for in the Rights Offering will be issued to the participating stockholders as promptly as practicable.

The preliminary results do not include subscriptions made pursuant to notices of guaranteed delivery, which remain subject to timely receipt of required documentation and payment. The preliminary results remain subject to finalization by the Subscription Agent. If proration is required, available shares will be allocated pro rata under the terms of the Rights Offering and excess subscription payments will be returned promptly without interest or deduction. The Company expects to close the Rights Offering and report final results in a filing on Form 8-K on or about July 24, 2026.

The Rights Offering was made pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-295925) (the "Registration Statement") and the related prospectus. This press release does not constitute an offer to sell or a solicitation of an offer to buy any rights, Common Stock or other securities in any jurisdiction where such offer, solicitation or sale would be unlawful.

About The LGL Group, Inc.

The LGL Group, Inc. ("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 the Company's 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. The Company maintains its executive offices at 2525 Shader Road, Orlando, Florida 32804 and the Company's telephone number is (407) 298-2000 and Internet address is www.lglgroup.com. LGL Group common stock is traded on the NYSE American 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 businesses in the precision engineering, manufacturing, and services sectors.

Cautionary Note Concerning Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended, such as those pertaining to the Company’s plans, goals, objectives, outlook, expectations and intentions with respect to the Rights Offering, including the anticipated use of such proceeds. 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 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 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 as filed with the SEC on March 30, 2026 and subsequent filings with the SEC. 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, we claim 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.

info@lglgroup.com

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 PRESS RELEASE 13.3 KB