Marc Gabelli discloses 34.8% LGL Group stake (NYSE: LGL)

Rhea-AI Filing Summary

LGL Group Inc. shareholder Marc Gabelli and affiliated entities report beneficial ownership of 4,387,727 shares of common stock, representing approximately 34.8% of the outstanding class, based on 12,592,466 shares outstanding as reported by the company.

Gabelli directly owns 2,009,121 shares, with a further 2,378,606 shares held by Venator Merchant Fund, L.P., over which Gabelli and Venator Global, LLC may be deemed to share beneficial ownership while each disclaims ownership beyond their pecuniary interests. The reporting persons used approximately $22,988,557 to purchase additional stock since the prior filing, including $12,792,703 by Gabelli and $10,195,854 by Venator Merchant Fund, L.P. On July 15, 2026, Gabelli purchased 1,854,015 shares and Venator Merchant Fund, L.P. purchased 1,477,660 shares, each at $6.90 per share, in connection with LGL Group’s subscription rights offering.

Filing Explained

The amendment states that the July 15, 2026 purchases by Marc Gabelli and Venator Merchant Fund resulted from completion of LGL Group’s subscription rights offering, placing those acquisitions—and the resulting beneficial-ownership report—after the offering’s completion rather than at a merely proposed stage.

Key Figures

Beneficial ownership – Marc Gabelli group: 4,387,727 shares Ownership percentage – Marc Gabelli group: 34.8% Shares owned – Venator Merchant Fund, L.P.: 2,378,606 shares +5 more

8 metrics

Beneficial ownership – Marc Gabelli group 4,387,727 shares Beneficially owned, representing approximately 34.8% of LGL Group common stock

Ownership percentage – Marc Gabelli group 34.8% Percentage of LGL Group common stock beneficially owned

Shares owned – Venator Merchant Fund, L.P. 2,378,606 shares Directly owned, approximately 18.9% of LGL Group outstanding shares

LGL shares outstanding 12,592,466 shares Outstanding LGL Group common shares used to calculate ownership percentages

Aggregate funds used for additional purchases $22,988,557 Total used by reporting persons to purchase additional LGL shares since the prior filing

Funds used by Marc Gabelli $12,792,703 Amount used by Marc Gabelli to purchase additional LGL shares

Funds used by Venator Merchant Fund, L.P. $10,195,854 Amount used by Venator Merchant Fund, L.P. to purchase additional LGL shares

Shares purchased July 15, 2026 – Gabelli 1,854,015 shares at $6.90 Common stock purchased in LGL Group’s subscription rights offering

Key Terms

beneficially own, dispositive power, subscription rights offering, pecuniary interest, +1 more

5 terms

beneficially own financial

"may be deemed to beneficially own the Securities owned by Venator Merchant Fund"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

dispositive power financial

"Sole Dispositive Power 4,387,727.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

subscription rights offering financial

"THE TRANSACTIONS ON 7/15/2026 ARE A RESULT OF THE COMPLETION OF THE ISSUER'S SUBSCIPTION RIGHTS OFERING"

A subscription rights offering is a company giving its existing shareholders the chance to buy additional new shares at a specified price before the shares are offered to the public. It matters to investors because exercising the rights lets them maintain their ownership percentage and potentially buy stock at a discount, while declining can lead to ownership dilution and changes in the share price as the company raises new capital.

pecuniary interest financial

"disclaims beneficial ownership of the Securities... except to the extent of his pecuniary interest therein"

general partner financial

"Venator Global, LLC, which is the sole general partner of Venator Merchant Fund, L.P."

A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.

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

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Available on EDGAR 07/28/2026 - 04:02 PM Accepted by SEC EDGAR 07/28/2026 - 04:02 PM Learn about SEC filing dates

FAQ

What percentage of LGL (LGL) shares does Marc Gabelli now beneficially own?

Marc Gabelli reports beneficial ownership of 4,387,727 LGL Group shares, representing approximately 34.8% of the company’s outstanding common stock, based on 12,592,466 shares outstanding as reported by LGL Group Inc.

How many LGL (LGL) shares are held through Venator entities?

Venator Merchant Fund, L.P. directly owns 2,378,606 LGL shares, about 18.9% of outstanding shares. Venator Global, LLC, as the fund’s general partner, may be deemed to beneficially own these securities but disclaims ownership beyond its pecuniary interest.

How much did Marc Gabelli and Venator invest in additional LGL (LGL) shares?

The reporting persons used approximately $22,988,557 to purchase additional LGL Group shares. Marc Gabelli contributed about $12,792,703, while Venator Merchant Fund, L.P. invested about $10,195,854 in these additional securities since the most recent prior filing.

What transactions in LGL (LGL) stock occurred on July 15, 2026?

On July 15, 2026, Marc Gabelli purchased 1,854,015 shares of LGL Group at $6.90 per share, and Venator Merchant Fund, L.P. purchased 1,477,660 shares at $6.90 per share, as part of LGL Group’s subscription rights offering.

What share count did the filing use to calculate LGL (LGL) ownership percentages?

Ownership percentages are calculated using 12,592,466 LGL Group common shares outstanding, as reported by the issuer. Based on this figure, the reporting group’s combined holdings represent approximately 34.8% of the company’s outstanding common stock.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

LGL GROUP INC

(Name of Issuer)

Common Stock

(Title of Class of Securities)

50186A108

(CUSIP Number)

DAVID GOLDMAN
191 MASON STREET,
GREENWICH, CT, 06830
914-921-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/15/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 50186A108

1

Name of reporting person

GABELLI MARC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,387,727.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,387,727.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,387,727.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

34.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Consists of 2,009,121 shares held directly by Mr. Gabelli and 2,378,606 shares held by Venator Merchant Fund, L.P. Venator Global, LLC, which is the sole general partner of Venator Merchant Fund, L.P., may be deemed to beneficially own the Securities owned by Venator Merchant Fund, L.P. Mr. Gabelli, who is the President and Sole Member of Venator Global, LLC, may be deemed to beneficially own the Securities owned by Venator Merchant Fund, L.P. Mr. Gabelli disclaims beneficial ownership of the Securities owned by Venator Merchant Fund, L.P., except to the extent of his pecuniary interest therein.

SCHEDULE 13D

CUSIP Number(s): 50186A108

1

Name of reporting person

Venator Global, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,378,606.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,378,606.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,378,606.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Consists of shares of the Issuer held by Venator Merchant Fund, L.P. Venator Global LLC, which is the sole general partner of Venator Merchant Fund, L.P., may be deemed to beneficially own the Securities owned by Venator Merchant Fund, L.P., Venator Global, LLC disclaims beneficial ownership of the Securities owned by Venator Merchant Fund, L.P., except to the extent of its pecuniary interest therein.

SCHEDULE 13D

CUSIP Number(s): 50186A108

1

Name of reporting person

Venator Merchant Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,378,606.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,378,606.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,378,606.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: LGL GROUP INC
(c)	Address of Issuer's Principal Executive Offices: 2525 SHADER ROAD, ORLANDO, FLORIDA , 32804.
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Persons used an aggregate of approximately $22,988,557 to purchase the additional Securities reported as beneficially owned in Item 5 since the most recent filing on Schedule 13D. Marc Gabelli used approximately $12,792,703 to purchase the additional Securities reported by him. Venator Merchant Fund L.P. used approximately $10,195,854 to purchase the additional Securities reported by it.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate percentage of Securities reported owned by the Reporting Persons is based on 12,592,466 shares outstanding as reported by the Issuer. Venator Merchant Fund, L.P. directly owns 2,378,606 shares, constituting approximately 18.89% of the shares outstanding. By virtue of their relationship with Venator Merchant Fund L.P., Mr. Gabelli and Venator Global LLC may be deemed to beneficially own the Securities owned by Venator Merchant Fund, L.P. Mr. Gabelli and Venator Global, LLC disclaim beneficial ownership of the Securities owned by Venator Merchant Fund, L.P., except to the extent of his/its pecuniary interests therein. Mr. Gabelli directly owns 2,009,121 shares. Such shares, together with the 2,378,606 shares owned by Venator Merchant Fund, L.P., constitute approximately 34.84% of the Issuer's shares outstanding.
(c)	Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth below: DATE SHARES PURCHASED PRICE /SOLD MARC GABELLI 7/15/2026 1,854,015 6.9000 VENATOR MERCHANT FUND L.P. 7/15/2026 1,477,660 6.9000 THE TRANSACTIONS ON 7/15/2026 ARE A RESULT OF THE COMPLETION OF THE ISSUER'S SUBSCIPTION RIGHTS OFERING.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

GABELLI MARC

Signature:	Marc Gabelli
Name/Title:	Marc Gabelli
Date:	07/28/2026

Venator Global, LLC

Signature:	Marc Gabelli
Name/Title:	President and Sole Member
Date:	07/28/2026

Venator Merchant Fund, L.P.

Signature:	Marc Gabelli
Name/Title:	President and Sole Member
Date:	07/28/2026