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The LGL Group, Inc. is soliciting proxies for its 2026 Annual Meeting to be held on May 12, 2026 and asks shareholders to vote on six proposals, including Proposal 2 to redomesticate the company from Delaware to Nevada by conversion.
The proposal would convert each outstanding Delaware share into one Nevada share, preserve the Company’s management and operations, require the affirmative vote of a majority of outstanding shares, and is intended to reduce annual state-level taxes (the filing cites an estimated $93,000 Delaware franchise tax example) while introducing Nevada statutory provisions regarding director/officer liability and corporate governance. The Board intends the redomestication to occur as soon as practicable after shareholder approval, but reserves the right to delay or abandon the conversion prior to the Effective Time.
LGL Group Inc. executive Patrick Huvane, EVP – Business Development, reported a routine equity compensation-related transaction. On January 21, 2026, 1,379 shares of common stock were withheld by LGL Group at $6.75 per share to cover tax withholding obligations. This withholding was tied to the vesting of 3,333 shares of restricted stock on January 16, 2026. After this transaction, Huvane beneficially owned 8,621 shares of LGL Group common stock directly.
LGL Group’s Chief Executive Officer Jason D. Lamb reported new equity awards. On January 16, 2026, he was granted 50,000 shares of common stock at a price of $0, classified as restricted shares. According to the footnote, these restricted shares vest in three tranches: 16,666 shares immediately, 16,666 shares on January 16, 2027, and 16,668 shares on January 16, 2028. After this award, he directly beneficially owned 50,000 common shares. On the same date he also received a stock option covering 50,000 shares of common stock with an exercise price of $7.66 per share. The option is reported as fully vested as of the grant date and exercisable until January 16, 2031, with 50,000 derivative securities held directly after the transaction.
LGL Group Inc.'s Chief Executive Officer, Jason D. Lamb, filed a Form 3 to report his beneficial ownership in the company’s stock as of January 5, 2026. The filing shows he beneficially owns 0 shares of LGL common stock, held directly. No derivative securities, such as options or warrants, are listed as beneficially owned in the filing.
LGL Group Inc. 10% owner Mario J. Gabelli reported acquiring 169,993 shares of common stock of LGL on 01/16/2026 at a price of $4.75 per share, increasing his directly held position to 670,668 common shares. In addition, 572,324 common shares are reported as indirectly owned through GGCP, Inc., which holds these shares.
The filing notes that these indirectly owned shares belong to GGCP, Inc., where Mr. Gabelli is Chief Executive Officer, a director and the controlling shareholder. He is deemed the beneficial owner of GGCP’s shares but disclaims beneficial ownership of the portion exceeding his pecuniary interest.
The LGL Group, Inc. reported that its Board of Directors approved changes to the compensation arrangements for Executive Chairman Marc Gabelli, following a recommendation from the Compensation Committee. On the same date, the Board also approved a one-time equity award for Mr. Gabelli.
The equity award includes a 100,000-share stock option grant that vests based on his continued service, carries an exercise price equal to the fair market value of the common stock on the grant date, and has a five-year term. It also includes a separate 50,000-share stock option grant with an exercise price equal to 120% of the fair market value on the grant date and a five-year term. All awards are subject to the terms of the applicable award agreements and the company’s equity plan.
The LGL Group, Inc. filed a Form 15 to terminate the registration of its warrants to purchase shares of common stock that expire on or before December 31, 2025, and to suspend its duty to file Exchange Act reports for that warrant class. The filing states that there were no holders of record of these warrants as of the certification date. The company’s common stock, with a par value of $0.01, remains a class of securities for which reporting duties under Sections 13(a) or 15(d) continue.
The LGL Group, Inc. furnished an investor slide presentation in connection with its appearance at the Sidoti Micro Cap Conference on January 22, 2026. The company made the slides available on its investor relations website and attached the presentation as Exhibit 99.1 to this report. The information is provided under a regulation fair disclosure item and is expressly stated as "furnished" rather than "filed," which means it is not automatically subject to certain Exchange Act liabilities or incorporated into other securities law filings unless specifically designated in the future.
LGL Group Inc. director and 10% owner Marc Gabelli reported several equity transactions dated January 16, 2026. He exercised 8,552 shares of common stock at $4.75 per share and received a grant of 50,000 shares of common stock at $0 cost, bringing his directly held common stock to 144,314 shares.
He was also granted stock options for 100,000 shares with a $6.38 exercise price and 50,000 shares with a $7.66 exercise price, both expiring on January 16, 2031. For the option grants, 60% of the 100,000-share award is exercisable immediately, with 20% becoming exercisable on January 16, 2027 and 20% on January 16, 2028, while all 50,000 shares of the second option grant are exercisable immediately.
LGL Group Inc. reported that executive vice president of business development Patrick Huvane received a grant of common stock. On January 16, 2026, he was awarded 10,000 shares of LGL common stock at a price of $0 per share, indicating this was an equity compensation grant rather than an open-market purchase.
According to the filing, these are restricted shares subject to vesting. The vesting schedule covers three years: 3,333 shares vest immediately, another 3,333 shares vest on January 16, 2027, and the remaining 3,334 shares vest on January 16, 2028. After this award, Huvane beneficially owned 10,000 shares directly.