M-tron Industries Q3 operating income falls 4.3%

MPTI's order backlog was $84.861 million at September 30, up 44.3% from a year earlier.

Available on EDGAR 11/12/2026 - 08:57 AM EST Accepted by SEC EDGAR 11/12/2026 - 08:56 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

M-tron Industries, Inc. reported third-quarter revenue of $15.741 million, up 11.1% from a year earlier, and net income of $3.049 million, compared with $1.832 million. Operating income was $2.441 million, down 4.3%, as total costs and expenses grew 14.5%; gross margin was 44.5%, versus 44.3%.

For the nine months ended September 30, revenue was $45.536 million versus $40.184 million, and net income was $7.307 million versus $5.022 million. Adjusted EBITDA, a non-GAAP measure, was $10.160 million versus $8.097 million. Backlog was $84.861 million at September 30, up 44.3% from $58.798 million a year earlier. Cash and cash equivalents were $97.495 million, compared with $20.891 million at December 31, 2025; financing activities provided $71.876 million, primarily from warrant proceeds and the subscription-rights offering.

LGL Group is targeting the fourth quarter of 2026 to transition remaining services, subject to completion of operational and contractual steps. M-tron expects related fees and shared-employee reimbursements to cease or be reduced and does not expect a material effect on results.

3 points · 0 major

PositiveiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 1 point

How the balance works

Positive

• Moderate pointThird-quarter revenue rose 11.1%; net income rose 66.4% year over year.
• Moderate pointBacklog reached $84.861 million, up 44.3% year over year.
• Minor pointNine-month revenue rose 13.3% and net income 45.5% year over year.

Negative

• Moderate pointTwo customers represented 38.5% and 14.4% of third-quarter revenue.

Filing Explained

M-tron reported four million three hundred forty-five thousand three hundred fifty-seven shares outstanding on September thirtieth, twenty twenty-six.

This quarterly report confirms that the 2026 rights offering and warrant settlements were completed and shares issued, expanding the common-share base; holders whose share counts did not rise therefore own a smaller percentage.

M-tron reported 3,405,210 shares outstanding at December 31, 2025 and 4,345,357 at September 30, 2026; the share rollforward includes 713,362 shares from subscription rights and 112,028 from warrants, alongside option exercises and stock-based compensation.

The credit agreement provides a $10.0 million revolving facility and a $10.0 million delayed-draw facility, but the company reported no borrowings under either as of September 30, 2026; these are available capacity, not debt outstanding.

Key Figures

Third-quarter revenue: $15.741 million Third-quarter net income: $3.049 million Nine-month revenue: $45.536 million +5 more

8 metrics

Third-quarter revenue $15.741 million Three months ended September 30, 2026; $14.170 million in 2025

Third-quarter net income $3.049 million Three months ended September 30, 2026; $1.832 million in 2025

Nine-month revenue $45.536 million Nine months ended September 30, 2026; $40.184 million in 2025

Nine-month net income $7.307 million Nine months ended September 30, 2026; $5.022 million in 2025

Order backlog $84.861 million As of September 30, 2026; $58.798 million as of September 30, 2025

Cash and cash equivalents $97.495 million As of September 30, 2026; $20.891 million as of December 31, 2025

Cash provided by operating activities $8.214 million Nine months ended September 30, 2026; $7.979 million in 2025

Adjusted EBITDA $10.160 million Nine months ended September 30, 2026; $8.097 million in 2025; non-GAAP measure

Key Terms

Adjusted EBITDA, SOFR, Delayed Draw Facility, bonus element, +1 more

5 terms

Adjusted EBITDA financial

"Adjusted EBITDA, a non-GAAP measure"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

SOFR financial

"Secured Overnight Financing Rate ("SOFR") plus a margin"

The Secured Overnight Financing Rate (SOFR) is a market benchmark that measures the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Investors watch SOFR because it acts like a speedometer for short-term interest costs—affecting loan rates, bond yields and the pricing of interest-rate contracts—so movements change borrowing expenses, cash returns and the value of interest-sensitive investments.

Delayed Draw Facility financial

"a $10.0 million delayed draw term loan facility"

A delayed draw facility is a line of credit a borrower can tap over a set period rather than receiving all the money at once; think of it like an agreed-upon loan you can withdraw from when needed. It matters to investors because it provides a company with guaranteed access to cash on demand without immediately increasing interest costs or showing a large cash balance, which reduces short-term funding risk but can signal future interest expenses and potential increases in debt.

bonus element financial

"each contained a bonus element"

Level 3 financial

"lowest priority to unobservable inputs (Level 3)"

Level 3 describes the lowest-confidence category in the accounting “fair value” hierarchy, covering assets or liabilities whose prices are not observable in the market and must be estimated using judgment and internal models. For investors, Level 3 items matter because they can introduce greater uncertainty and potential valuation swings—like valuing a unique antique versus checking a price tag on a supermarket shelf—so they signal higher model risk and lower liquidity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much revenue and net income did MPTI report for Q3 2026?

For the three months ended September 30, 2026, MPTI reported revenue of $15.741 million and net income of $3.049 million; the comparable 2025 figures were $14.170 million and $1.832 million.

What was MPTI's backlog at September 30, 2026?

MPTI reported backlog of $84.861 million as of September 30, 2026, up 11.0% from $76.425 million as of December 31, 2025, and up 44.3% from $58.798 million as of September 30, 2025.

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

10-Q Quarterly Reports: What Changes Quarter to Quarter →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

0001902314 M-tron Industries, Inc. false --12-31 Q3 2026 0.01 0.01 5,000,000 5,000,000 0 0 0.01 0.01 25,000,000 25,000,000 4,345,357 4,345,357 3,405,210 3,405,210 2 2 2 2 2 2 1 0 0 0 0 8 8 8 2 12 36 0 0 0 21.0 21.0 21.0 http://fasb.org/us-gaap/2026#SecuredOvernightFinancingRateSofrMember 0 0 0 0 0.2 560,140 0.2 584,808 582,233 false false false false The dividend yield is 0.0% as the Company is not expected to pay a dividend. As of June 30, 2026 and December 31, 2025, included investments in money market mutual funds managed or advised by GAMCO Investors, Inc. or one of its affiliates. For the three and nine months ended September 30, 2025, weighted average shares used for calculating earnings per share excludes warrants to purchase 582,233 shares of common stock as the inclusion of these instruments would be antidilutive to the earnings per share calculation. In computing the basic and diluted earnings per share, the weighted average shares outstanding prior to April 20, 2026 (the date that common stock was issued in connection with the transferable subscription rights offering) was adjusted by a factor of 1.0313 to reflect the impact of a bonus element associated with the transferable subscription rights offering in accordance with ASC Topic 260, Earnings per Share. Refer to Note 10 - Earnings per Share for further information. The expected term is the simple average of the vesting period (3 years) and the contractual term (5 years). Other segment items includes the following: • Interest income • Income received under the Amended and Restated Transitional Administrative and Management Services Agreement with LGL Group • Foreign currency gains and losses • Expense reimbursements paid to / received from LGL Group. Because there is insufficient historical stock price data for the Company over the expected term of the options granted, the expected volatility is based on the implied volatility of the Company's historical stock price data (from date of IPO to grant date) appended with the implied volatility of LGL Group's historical stock price data (pre-IPO stock price through the IPO date) blended with the implied volatility of the Company's peers' stock price data (over the entire expected term). The risk-free interest rate is based on the average U.S. Treasury zero-coupon rate over the four days prior to the grant date. We chose the risk-free rate that is commensurate with the length of the remaining performance period as of the grant date and interpolated between the yields of the three-year and five-year rates to determine the yield. Weighted average shares outstanding for the three and nine months ended September 30, 2025 have been retroactively adjusted for the bonus elements of the Warrants and the Rights Offering, and for the nine months ended September 30, 2026 for the bonus element of the Rights Offering. Refer to "Bonus Elements" below. 200 204 00019023142026-01-012026-09-30 xbrli:shares 00019023142026-10-30 thunderdome:item iso4217:USD 00019023142026-07-012026-09-30 00019023142025-07-012025-09-30 00019023142025-01-012025-09-30 iso4217:USDxbrli:shares 00019023142026-09-30 00019023142025-12-31 0001902314us-gaap:PreferredStockMember2026-06-30 0001902314us-gaap:CommonStockMember2026-06-30 0001902314us-gaap:AdditionalPaidInCapitalMember2026-06-30 0001902314us-gaap:RetainedEarningsMember2026-06-30 00019023142026-06-30 0001902314us-gaap:PreferredStockMember2026-07-012026-09-30 0001902314us-gaap:CommonStockMember2026-07-012026-09-30 0001902314us-gaap:AdditionalPaidInCapitalMember2026-07-012026-09-30 0001902314us-gaap:RetainedEarningsMember2026-07-012026-09-30 0001902314us-gaap:PreferredStockMember2026-09-30 0001902314us-gaap:CommonStockMember2026-09-30 0001902314us-gaap:AdditionalPaidInCapitalMember2026-09-30 0001902314us-gaap:RetainedEarningsMember2026-09-30 0001902314us-gaap:PreferredStockMember2025-06-30 0001902314us-gaap:CommonStockMember2025-06-30 0001902314us-gaap:AdditionalPaidInCapitalMember2025-06-30 0001902314us-gaap:RetainedEarningsMember2025-06-30 00019023142025-06-30 0001902314us-gaap:PreferredStockMember2025-07-012025-09-30 0001902314us-gaap:CommonStockMember2025-07-012025-09-30 0001902314us-gaap:AdditionalPaidInCapitalMember2025-07-012025-09-30 0001902314us-gaap:RetainedEarningsMember2025-07-012025-09-30 0001902314us-gaap:PreferredStockMember2025-09-30 0001902314us-gaap:CommonStockMember2025-09-30 0001902314us-gaap:AdditionalPaidInCapitalMember2025-09-30 0001902314us-gaap:RetainedEarningsMember2025-09-30 00019023142025-09-30 0001902314us-gaap:PreferredStockMember2025-12-31 0001902314us-gaap:CommonStockMember2025-12-31 0001902314us-gaap:AdditionalPaidInCapitalMember2025-12-31 0001902314us-gaap:RetainedEarningsMember2025-12-31 0001902314us-gaap:PreferredStockMember2026-01-012026-09-30 0001902314us-gaap:CommonStockMember2026-01-012026-09-30 0001902314us-gaap:AdditionalPaidInCapitalMember2026-01-012026-09-30 0001902314us-gaap:RetainedEarningsMember2026-01-012026-09-30 0001902314us-gaap:PreferredStockMember2024-12-31 0001902314us-gaap:CommonStockMember2024-12-31 0001902314us-gaap:AdditionalPaidInCapitalMember2024-12-31 0001902314us-gaap:RetainedEarningsMember2024-12-31 00019023142024-12-31 0001902314us-gaap:PreferredStockMember2025-01-012025-09-30 0001902314us-gaap:CommonStockMember2025-01-012025-09-30 0001902314us-gaap:AdditionalPaidInCapitalMember2025-01-012025-09-30 0001902314us-gaap:RetainedEarningsMember2025-01-012025-09-30 xbrli:pure 0001902314us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2026-07-012026-09-30 0001902314us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembermpti:CustomerOneMember2026-07-012026-09-30 0001902314us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembermpti:CustomerTwoMember2026-07-012026-09-30 0001902314us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2025-07-012025-09-30 0001902314us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembermpti:CustomerOneMember2025-07-012025-09-30 0001902314us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembermpti:CustomerTwoMember2025-07-012025-09-30 0001902314us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2026-01-012026-09-30 0001902314us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembermpti:CustomerOneMember2026-01-012026-09-30 0001902314us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembermpti:CustomerTwoMember2026-01-012026-09-30 0001902314us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2025-01-012025-09-30 0001902314us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembermpti:CustomerOneMember2025-01-012025-09-30 0001902314us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembermpti:CustomerTwoMember2025-01-012025-09-30 0001902314us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMember2026-01-012026-09-30 0001902314us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMembermpti:CustomerOneMember2026-09-30 0001902314us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMembermpti:CustomerTwoMember2026-01-012026-09-30 0001902314us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMember2025-01-012025-09-30 0001902314us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMembermpti:CustomerOneMember2025-09-30 0001902314us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMembermpti:CustomerTwoMember2025-01-012025-09-30 0001902314us-gaap:OperatingSegmentsMembermpti:SingleReportableSegmentMember2026-07-012026-09-30 0001902314us-gaap:OperatingSegmentsMembermpti:SingleReportableSegmentMember2025-07-012025-09-30 0001902314us-gaap:OperatingSegmentsMembermpti:SingleReportableSegmentMember2026-01-012026-09-30 0001902314us-gaap:OperatingSegmentsMembermpti:SingleReportableSegmentMember2025-01-012025-09-30 0001902314us-gaap:MaterialReconcilingItemsMember2026-07-012026-09-30 0001902314us-gaap:MaterialReconcilingItemsMember2025-07-012025-09-30 0001902314us-gaap:MaterialReconcilingItemsMember2026-01-012026-09-30 0001902314us-gaap:MaterialReconcilingItemsMember2025-01-012025-09-30 0001902314us-gaap:OperatingSegmentsMembermpti:SingleReportableSegmentMember2026-09-30 0001902314us-gaap:OperatingSegmentsMembermpti:SingleReportableSegmentMember2025-12-31 0001902314us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2026-09-30 0001902314us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2026-09-30 0001902314us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2026-09-30 0001902314us-gaap:FairValueMeasurementsRecurringMember2026-09-30 0001902314us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2025-12-31 0001902314us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2025-12-31 0001902314us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2025-12-31 0001902314us-gaap:FairValueMeasurementsRecurringMember2025-12-31 0001902314us-gaap:BankTimeDepositsMember2026-09-30 0001902314us-gaap:BankTimeDepositsMember2025-12-31 0001902314mpti:OtherInvestmentMember2026-06-30 0001902314mpti:OtherInvestmentMember2026-07-012026-09-30 0001902314mpti:OtherInvestmentMember2026-09-30 0001902314mpti:OtherAssetMember2026-06-30 0001902314mpti:OtherAssetMember2026-07-012026-09-30 0001902314mpti:OtherAssetMember2026-09-30 0001902314mpti:OtherInvestmentMember2025-06-30 0001902314mpti:OtherInvestmentMember2025-07-012025-09-30 0001902314mpti:OtherInvestmentMember2025-09-30 0001902314mpti:OtherAssetMember2025-06-30 0001902314mpti:OtherAssetMember2025-07-012025-09-30 0001902314mpti:OtherAssetMember2025-09-30 0001902314mpti:OtherInvestmentMember2025-12-31 0001902314mpti:OtherInvestmentMember2026-01-012026-09-30 0001902314mpti:OtherAssetMember2025-12-31 0001902314mpti:OtherAssetMember2026-01-012026-09-30 0001902314mpti:OtherInvestmentMember2024-12-31 0001902314mpti:OtherInvestmentMember2025-01-012025-09-30 0001902314mpti:OtherAssetMember2024-12-31 0001902314mpti:OtherAssetMember2025-01-012025-09-30 0001902314us-gaap:FairValueMeasurementsNonrecurringMember2026-01-012026-09-30 0001902314us-gaap:FairValueMeasurementsNonrecurringMember2025-01-012025-12-31 0001902314mpti:NotMeasuredAtFairValueMemberus-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2026-09-30 0001902314mpti:NotMeasuredAtFairValueMemberus-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2026-09-30 0001902314mpti:NotMeasuredAtFairValueMemberus-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2026-09-30 0001902314mpti:NotMeasuredAtFairValueMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2026-09-30 0001902314mpti:NotMeasuredAtFairValueMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2026-09-30 0001902314mpti:NotMeasuredAtFairValueMemberus-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2025-12-31 0001902314mpti:NotMeasuredAtFairValueMemberus-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2025-12-31 0001902314mpti:NotMeasuredAtFairValueMemberus-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2025-12-31 0001902314mpti:NotMeasuredAtFairValueMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2025-12-31 0001902314mpti:NotMeasuredAtFairValueMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2025-12-31 0001902314us-gaap:FairValueMeasurementsNonrecurringMember2026-09-30 0001902314us-gaap:FairValueMeasurementsNonrecurringMember2025-12-31 0001902314mpti:GamcoInvestorsMember2026-07-012026-09-30 0001902314mpti:GamcoInvestorsMember2025-07-012025-09-30 0001902314mpti:LGLGroupIncMember2026-07-012026-09-30 0001902314mpti:LGLGroupIncMember2025-07-012025-09-30 0001902314us-gaap:RelatedPartyMember2026-07-012026-09-30 0001902314us-gaap:RelatedPartyMember2025-07-012025-09-30 0001902314mpti:GamcoInvestorsMember2026-01-012026-09-30 0001902314mpti:GamcoInvestorsMember2025-01-012025-09-30 0001902314mpti:LGLGroupIncMember2026-01-012026-09-30 0001902314mpti:LGLGroupIncMember2025-01-012025-09-30 0001902314us-gaap:RelatedPartyMember2026-01-012026-09-30 0001902314us-gaap:RelatedPartyMember2025-01-012025-09-30 0001902314mpti:GamcoInvestorsMember2026-09-30 0001902314mpti:GamcoInvestorsMember2025-12-31 0001902314mpti:LGLGroupIncMember2026-09-30 0001902314mpti:LGLGroupIncMember2025-12-31 0001902314us-gaap:RelatedPartyMember2026-09-30 0001902314us-gaap:RelatedPartyMember2025-12-31 0001902314mpti:LGLGroupIncMember2022-10-072022-10-07 0001902314mpti:AmendedAndRestatedTransitionalAdministrativeAndManagementServicesAgreementMembermpti:LGLGroupIncMember2026-09-30 0001902314mpti:AmendedAndRestatedTransitionalAdministrativeAndManagementServicesAgreementMembermpti:LGLGroupIncMember2026-07-012026-09-30 0001902314mpti:AmendedAndRestatedTransitionalAdministrativeAndManagementServicesAgreementMembermpti:LGLGroupIncMember2025-07-012025-09-30 0001902314mpti:AmendedAndRestatedTransitionalAdministrativeAndManagementServicesAgreementMembermpti:LGLGroupIncMember2026-01-012026-09-30 0001902314mpti:AmendedAndRestatedTransitionalAdministrativeAndManagementServicesAgreementMembermpti:LGLGroupIncMember2025-01-012025-09-30 0001902314mpti:SeparationCostsMembermpti:LGLGroupIncMember2026-07-012026-09-30 0001902314mpti:SeparationCostsMembermpti:LGLGroupIncMember2026-01-012026-09-30 0001902314mpti:SeparationCostsMembermpti:LGLGroupIncMember2025-07-012025-09-30 0001902314mpti:SeparationCostsMembermpti:LGLGroupIncMember2025-01-012025-09-30 0001902314us-gaap:RevolvingCreditFacilityMembermpti:CreditAgreementMembermpti:FifthThirdBankMember2025-12-31 0001902314mpti:DelayedDrawFacilityMembermpti:CreditAgreementMembermpti:FifthThirdBankMember2025-12-31 00019023142025-12-312025-12-31 0001902314mpti:CreditAgreementMembermpti:FifthThirdBankMembersrt:MinimumMember2025-12-312025-12-31 0001902314mpti:CreditAgreementMembermpti:FifthThirdBankMembersrt:MaximumMember2025-12-312025-12-31 0001902314us-gaap:RevolvingCreditFacilityMembermpti:FifthThirdBankNationalAssociationMember2022-06-15 utr:M 0001902314mpti:DelayedDrawFacilityMembermpti:CreditAgreementMembermpti:FifthThirdBankMember2025-12-312025-12-31 0001902314us-gaap:RevolvingCreditFacilityMembermpti:FifthThirdBankNationalAssociationMember2026-09-30 0001902314us-gaap:RevolvingCreditFacilityMembermpti:FifthThirdBankMember2025-12-31 0001902314mpti:IncentivePlan2022Member2026-09-30 0001902314us-gaap:RestrictedStockMember2026-07-012026-09-30 0001902314us-gaap:RestrictedStockMember2025-07-012025-09-30 0001902314us-gaap:RestrictedStockMember2026-01-012026-09-30 0001902314us-gaap:RestrictedStockMember2025-01-012025-09-30 0001902314us-gaap:EmployeeStockOptionMember2026-07-012026-09-30 0001902314us-gaap:EmployeeStockOptionMember2025-07-012025-09-30 0001902314us-gaap:EmployeeStockOptionMember2026-01-012026-09-30 0001902314us-gaap:EmployeeStockOptionMember2025-01-012025-09-30 0001902314us-gaap:RestrictedStockMember2025-12-31 0001902314us-gaap:RestrictedStockMember2026-09-30 utr:Y 0001902314mpti:IncentivePlan2022Member2026-01-012026-09-30 00019023142025-01-012025-12-31 0001902314mpti:CommonStockIssuedMember2025-12-31 0001902314us-gaap:TreasuryStockCommonMember2025-12-31 0001902314mpti:CommonStockOutstandingMember2025-12-31 0001902314mpti:CommonStockIssuedMember2024-12-31 0001902314us-gaap:TreasuryStockCommonMember2024-12-31 0001902314mpti:CommonStockOutstandingMember2024-12-31 0001902314mpti:CommonStockIssuedMember2026-01-012026-09-30 0001902314us-gaap:TreasuryStockCommonMember2026-01-012026-09-30 0001902314mpti:CommonStockOutstandingMember2026-01-012026-09-30 0001902314mpti:CommonStockIssuedMember2025-01-012025-12-31 0001902314us-gaap:TreasuryStockCommonMember2025-01-012025-12-31 0001902314mpti:CommonStockOutstandingMember2025-01-012025-12-31 0001902314mpti:CommonStockIssuedMember2026-09-30 0001902314us-gaap:TreasuryStockCommonMember2026-09-30 0001902314mpti:CommonStockOutstandingMember2026-09-30 0001902314mpti:WarrantsToPurchaseCommonStockMember2025-04-25 00019023142025-04-25 0001902314mpti:WarrantsToPurchaseCommonStockMember2025-12-312025-12-31 0001902314mpti:WarrantsToPurchaseCommonStockMember2025-12-31 0001902314mpti:WarrantsHoldersParticipatingInOversubscriptionPrivilegeMember2026-01-072026-01-07 0001902314mpti:RightsToPurchaseCommonStockMember2026-03-30 0001902314mpti:RightsToPurchaseCommonStockMember2026-04-272026-04-27 0001902314mpti:RightsToPurchaseCommonStockMember2026-04-27 0001902314mpti:RightsholdersParticipatingInOversubscriptionPrivilegeMember2026-04-272026-04-27 0001902314srt:ScenarioPreviouslyReportedMember2026-07-012026-09-30 0001902314srt:ScenarioPreviouslyReportedMember2025-07-012025-09-30 0001902314srt:ScenarioPreviouslyReportedMember2026-01-012026-09-30 0001902314srt:ScenarioPreviouslyReportedMember2025-01-012025-09-30 0001902314srt:RestatementAdjustmentMember2026-07-012026-09-30 0001902314srt:RestatementAdjustmentMember2025-07-012025-09-30 0001902314srt:RestatementAdjustmentMember2026-01-012026-09-30 0001902314srt:RestatementAdjustmentMember2025-01-012025-09-30 0001902314us-gaap:WarrantMember2025-07-012025-09-30 0001902314us-gaap:WarrantMember2025-01-012025-09-30 0001902314mpti:RightsToPurchaseCommonStockMember2025-12-22 0001902314mpti:RightsToPurchaseCommonStockMember2026-04-26 0001902314country:MY2026-07-012026-09-30 0001902314country:MY2025-07-012025-09-30 0001902314country:MY2026-01-012026-09-30 0001902314country:MY2025-01-012025-09-30 0001902314country:AU2026-07-012026-09-30 0001902314country:AU2025-07-012025-09-30 0001902314country:AU2026-01-012026-09-30 0001902314country:AU2025-01-012025-09-30 0001902314mpti:AllOtherForeignCountriesMember2026-07-012026-09-30 0001902314mpti:AllOtherForeignCountriesMember2025-07-012025-09-30 0001902314mpti:AllOtherForeignCountriesMember2026-01-012026-09-30 0001902314mpti:AllOtherForeignCountriesMember2025-01-012025-09-30 0001902314us-gaap:NonUsMember2026-07-012026-09-30 0001902314us-gaap:NonUsMember2025-07-012025-09-30 0001902314us-gaap:NonUsMember2026-01-012026-09-30 0001902314us-gaap:NonUsMember2025-01-012025-09-30 0001902314country:US2026-07-012026-09-30 0001902314country:US2025-07-012025-09-30 0001902314country:US2026-01-012026-09-30 0001902314country:US2025-01-012025-09-30

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026

OR

☐         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File No. 001-41391

M-tron Industries, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	46-0457944
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
2525 Shader Rd., Orlando, Florida	32804
(Address of principal executive offices)	(Zip Code)

(407) 298-2000

(Registrant’s telephone number, including area code)

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		MPTI		NYSE American

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☒		Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No  ☒

As of October 30, 2026, the registrant had 4,345,407 shares of common stock, $0.01 par value per share, outstanding.

Table of Contents

M-tron Industries, Inc.

Form 10-Q for the Period Ended September 30, 2026

Table of Contents

							Page
PART I.		FINANCIAL INFORMATION
Item 1.		Financial Statements (Unaudited)					2
			Condensed Consolidated Statements of Operations				2
			Condensed Consolidated Balance Sheets				3
			Condensed Consolidated Statements of Equity				4
			Condensed Consolidated Statements of Cash Flows				6
			Notes to Condensed Consolidated Financial Statements				7
				1.	Background and Description of Business		7
				2.	Summary of Significant Accounting Policies		7
				3.	Segment Information		10
				4.	Fair Value Measurements		12
				5.	Related Party Transactions		16
				6.	Income Taxes		17
				7.	Revolving Credit Agreement		18
				8.	Stock-Based Compensation		18
				9.	Stockholders' Equity		20
				10.	Earnings per Share ("EPS")		21
				11.	Commitments and Contingencies		22
				12.	Other Financial Statement Information		22
				13.	Domestic and Foreign Revenues		22
				14.	Subsequent Events		23
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations					24
Item 3.		Quantitative and Qualitative Disclosures About Market Risk					31
Item 4.		Controls and Procedures					31
PART II.		OTHER INFORMATION
Item 1.		Legal Proceedings					32
Item 1A.		Risk Factors					32
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds					32
Item 3.		Defaults Upon Senior Securities					32
Item 4.		Mine Safety Disclosures					32
Item 5.		Other Information					32
Item 6.		Exhibits					33
		Signatures

Table of Contents

Cautionary Note Concerning Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q of M-tron Industries, Inc. ("Mtron" or the "Company") and the Company's other communications and statements, other than historical facts, may be considered 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 (the “Exchange Act”). The Company intends for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable by law. Such statements include, in particular, statements about the Company's beliefs, plans, objectives, goals, expectations, estimates, projections and intentions. These statements are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond the Company's control. The words "may," "could," "should," "would," "believe," "anticipate," "estimate," "expect," "intend," "plan," "target," "goal," and similar expressions are intended to identify forward-looking statements. All forward-looking statements, by their nature, are subject to risks and uncertainties. Therefore, such statements are not intended to be a guarantee of the Company's performance in future periods. The Company's actual future results may differ materially from those set forth in the Company's forward-looking statements. For information concerning these factors and related matters, see "Risk Factors" in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission ("SEC") on March 26, 2026. However, other factors besides those referenced could adversely affect the Company's results, and you should not consider any such list of factors to be a complete set of all potential risks or uncertainties. Any forward-looking statements made by the Company herein speak as of the date of this Quarterly Report on Form 10-Q. The Company does not undertake to update any forward-looking statement, except as required by law. As a result, you should not place undue reliance on these forward-looking statements.

1

Table of Contents

PART I

FINANCIAL INFORMATION

Item 1.  Financial Statements

M-tron Industries, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

		Three Months Ended September 30,								Nine Months Ended September 30,
(in thousands, except share and per share data)		2026				2025				2026				2025
Revenues		$	15,741			$	14,170			$	45,536			$	40,184
Costs and expenses:
Manufacturing cost of sales			8,739				7,891				25,714				22,707
Engineering, selling and administrative			4,561				3,729				13,052				11,070
Total costs and expenses			13,300				11,620				38,766				33,777
Operating income			2,441				2,550				6,770				6,407
Other income:
Interest income, net			851				143				1,911				378
Other income, net			25				70				(63	)			87
Total other income, net			876				213				1,848				465
Income before income taxes			3,317				2,763				8,618				6,872
Income tax expense			268				931				1,311				1,850
Net income		$	3,049			$	1,832			$	7,307			$	5,022
Income per common share:
Basic		$	0.71			$	0.61			$	1.83			$	1.68
Diluted		$	0.70			$	0.60			$	1.79			$	1.64
Weighted average shares outstanding (a):
Basic			4,289,372				3,005,558				3,996,745				2,994,984
Diluted			4,349,491				3,061,412				4,088,300				3,061,604

^(a) Weighted average shares outstanding and basic and diluted earnings per share for periods prior to April 20, 2026 have been retroactively adjusted for bonus elements associated with the 2025 warrant distribution and the 2026 transferable subscription rights offering. Refer to Note 10 - Earnings per Share for further information.

See accompanying Notes to the Condensed Consolidated Financial Statements.

2

Table of Contents

M-tron Industries, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except share data)		September 30, 2026				December 31, 2025
Assets:				​				​
Current assets:				​				​
Cash and cash equivalents		$	97,495			$	20,891
Accounts receivable, net of allowance of $200 and $204, respectively			8,953				6,656
Inventories, net			11,246				9,673
Prepaid expenses and other current assets			2,535				1,662
Warrant proceeds receivable			—				22,335
Total current assets			120,229				61,217
Property, plant and equipment, net			7,956				6,514
Right-of-use lease asset			174				217
Intangible assets, net			40				40
Deferred income tax asset			285				272
Other assets			351				123
Total assets		$	129,035			$	68,383
				​				​
Liabilities:				​				​
Current liabilities:				​				​
Accounts payable		$	2,098			$	1,792
Accrued compensation and commissions			2,650				1,404
Other accrued expenses			1,618				1,401
Income taxes payable			—				294
Total current liabilities			6,366				4,891
Long-term lease liability			113				148
Deferred income tax liability			—				129
Total liabilities			6,479				5,168
				​				​
Commitments and Contingencies (Note 11)				​				​
				​				​
Stockholders' equity:				​				​
Preferred stock ($0.01 par value; 5,000,000 shares authorized, none issued)			—				—
Common stock ($0.01 par value; 25,000,000 shares authorized; 4,345,357 shares issued and outstanding as of September 30, 2026; 3,405,210 shares issued and outstanding as of December 31, 2025)			43				34
Additional paid-in capital			95,422				43,397
Retained earnings			27,091				19,784
Total stockholders' equity			122,556				63,215
Total liabilities and stockholders' equity		$	129,035			$	68,383

See accompanying Notes to the Condensed Consolidated Financial Statements.

3

Table of Contents

M-tron Industries, Inc.

Condensed Consolidated Statements of Equity

(Unaudited)

(in thousands)		Preferred Stock				Common Stock				Additional Paid-in Capital				Retained Earnings				Total Equity
Balance as of June 30, 2026		$	—			$	43			$	94,630			$	24,042			$	118,715
Net income			—				—				—				3,049				3,049
Stock-based compensation expense			—				—				774				—				774
Exercise of stock options			—				—				18				—				18
Exercise of warrants, net of costs			—				—				—				—				—
Exercise of subscription rights, net of costs			—				—				—				—				—
Balance as of September 30, 2026		$	—			$	43			$	95,422			$	27,091			$	122,556

(in thousands)		Preferred Stock				Common Stock				Additional Paid-in Capital				Retained Earnings				Total Equity
Balance as of June 30, 2025		$	—			$	28			$	20,258			$	14,527			$	34,813
Net income			—				—				—				1,832				1,832
Stock-based compensation expense			—				—				276				—				276
Exercise of stock options			—				—				90				—				90
Exercise of warrants, net of costs			—				—				—				—				—
Exercise of subscription rights, net of costs			—				—				—				—				—
Balance as of September 30, 2025		$	—			$	28			$	20,624			$	16,359			$	37,011

See accompanying Notes to the Condensed Consolidated Financial Statements.

4

Table of Contents

M-tron Industries, Inc.

Condensed Consolidated Statements of Equity

(Unaudited)

(in thousands)		Preferred Stock				Common Stock				Additional Paid-in Capital				Retained Earnings				Total Equity
Balance as of December 31, 2025		$	—			$	34			$	43,397			$	19,784			$	63,215
Net income			—				—				—				7,307				7,307
Stock-based compensation expense			—				—				2,493				—				2,493
Exercise of stock options			—				1				2,468				—				2,469
Exercise of warrants, net of costs			—				1				5,320				—				5,321
Exercise of subscription rights, net of costs			—				7				41,744				—				41,751
Balance as of September 30, 2026		$	—			$	43			$	95,422			$	27,091			$	122,556

(in thousands)		Preferred Stock				Common Stock				Additional Paid-in Capital				Retained Earnings				Total Equity
Balance as of December 31, 2024		$	—			$	28			$	19,907			$	11,337			$	31,272
Net income			—				—				—				5,022				5,022
Stock-based compensation expense			—				—				803				—				803
Exercise of stock options			—				—				211				—				211
Exercise of warrants, net of costs			—				—				(297	)			—				(297	)
Exercise of subscription rights, net of costs			—				—				—				—				—
Balance as of September 30, 2025		$	—			$	28			$	20,624			$	16,359			$	37,011

See accompanying Notes to the Condensed Consolidated Financial Statements.

5

Table of Contents

M-tron Industries, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

		Nine Months Ended September 30,
(in thousands)		2026				2025
Cash flows from operating activities:
Net income		$	7,307			$	5,022
Adjustments to reconcile net income to net cash provided by operating activities:
Noncash revenues, expenses, gains and losses included in income:
Depreciation			960				800
Stock-based compensation expense			2,493				803
Unrealized gain			(35	)			(11	)
Deferred income tax provision			(142	)			1,066
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable, net			(2,297	)			614
(Increase) decrease in inventories, net			(1,573	)			234
Decrease (increase) in prepaid expenses and other assets			18				(311	)
Increase (decrease) in accounts payable, accrued compensation, income taxes and commissions and other			1,483				(238	)
Total adjustments			907				2,957
Net cash provided by operating activities			8,214				7,979
Cash flows from investing activities:
Capital expenditures			(2,402	)			(2,205	)
Purchases, other			(1,084	)			—
Net cash used in investing activities			(3,486	)			(2,205	)
Cash flows from financing activities:
Proceeds from stock option exercises			2,469				211
Proceeds from warrants, net of costs			27,656				(297	)
Proceeds from subscription rights offering, net of costs			41,751				—
Net cash provided by (used in) financing activities			71,876				(86	)
Increase in cash and cash equivalents			76,604				5,688
Cash and cash equivalents at beginning of period			20,891				12,641
Cash and cash equivalents at end of period		$	97,495			$	18,329
Supplemental disclosure:
Cash paid for interest		$	33			$	7
Cash paid for income taxes		$	1,669			$	1,096

See accompanying Notes to the Condensed Consolidated Financial Statements.

6

Table of Contents

M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

1.     Background and Description of Business

M-tron Industries, Inc. (the "Company," "Mtron," "we," "us," or "our") is engaged in the designing, manufacturing and marketing of highly-engineered, high reliability frequency and spectrum control products used to control the frequency or timing of signals in electronic circuits in various applications. Mtron’s primary markets are aerospace and defense, avionics, industrials, and space.

Our component-level devices and modules are used extensively in electronic systems for applications in commercial and military defense, aerospace, satellites, down-hole drilling, medical devices, instrumentation, industrial devices and in infrastructure equipment for the telecommunications and network equipment industries. As an engineering-centric company, Mtron provides close support to the customer throughout its products' entire life cycle, including product design, prototyping, production and subsequent product upgrades and maintenance. This collaborative approach has resulted in the development and growth of long-standing business relationships with its blue-chip customer base.

The Company offers a wide range of precision frequency control and spectrum control solutions including: radio frequency ("RF"), microwave and millimeter wave filters; cavity, crystal, ceramic, lumped element and switched filters; high performance and high frequency oven-controlled crystal oscillators ("OCXO"), integrated phase-locked loops OCXOs, temperature-compensated crystal oscillators, voltage-controlled crystal oscillators, low jitter and harsh environment oscillators; crystal resonators; RF Solutions; and state-of-the-art solid state power amplifier products. This has positioned Mtron to solve multiple problems on a customer's design and provides several areas for higher levels of integration.

The Company has manufacturing facilities in Orlando, Florida; Yankton, South Dakota; and Noida, India. The Company also has a sales office in Hong Kong. All of Mtron’s production facilities are International Organization for Standardization ("ISO") 9001:2015 certified (the international standard for creating a quality management system) and Restriction of Hazardous Substances ("RoHS") compliant. In addition, its U.S. production facilities in Orlando and Yankton are International Traffic in Arms Regulations ("ITAR") registered and International Aerospace Quality Group AS9100 Rev D certified and our Yankton production facility is Military Standard ("MIL-STD")-790 certified.

We maintain our executive offices at 2525 Shader Road, Orlando, Florida 32804. Our telephone number is (407) 298-2000. Our Internet address is www.mtron.com. Our common stock is traded on the NYSE American under the symbol "MPTI."

2.     Summary of Significant Accounting Policies

During the three and nine months ended September 30, 2026, there were no material changes to our significant accounting policies included in our Annual Report on Form 10-K for the year ended  December 31, 2025 (the "2025 Annual Report") filed with the Securities and Exchange Commission (the "SEC") on  March 26, 2026, except those noted below. For additional information, refer to Note 2 to the audited Consolidated Financial Statements in the 2025 Annual Report.

Basis of Presentation

These unaudited Condensed Consolidated Financial Statements do not include all disclosures that are normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and should be read in conjunction with the audited Consolidated Financial Statements and the related notes included in the 2025 Annual Report. The consolidated financial information as of  December 31, 2025 included herein has been derived from the audited Consolidated Financial Statements in the 2025 Annual Report.

In the opinion of management, these Condensed Consolidated Financial Statements contain all adjustments (consisting of normal recurring adjustments, including eliminations of material intercompany accounts and transactions) considered necessary for a fair statement of the results presented herein. Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the full year ending  December 31, 2026.

7

Table of Contents

M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

 

Use of Estimates

The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Short-term Investments

Short-term investments include time deposits held with financial institutions with contractual maturity less than one year from the balance sheet date. The Company has the intent and ability to hold these investments until their maturity dates and therefore accounts for them as held-to-maturity. These time deposits are stated at amortized cost, which approximates fair value of these investments. Short-term investments are included within Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets.

Other Investments

Other investments consist of an equity investment in a privately held special purpose vehicle for which the Company does not have a controlling financial interest or significant influence. In accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 321, Investments - Equity Securities ("ASC 321"), the Company has not elected the measurement alternative for equity securities without readily determinable fair values, and accordingly, the investment is measured at fair value through net income. Other investments are included within Other assets on the Condensed Consolidated Balance Sheets.

Refer to Note 4 - Fair Value Measurements for further information.

Research and Development Costs

Research and development costs are charged to operations as incurred. For the three and nine months ended September 30, 2026, research and development costs were approximately $828 and $2,734, respectively. For the three and nine months ended September 30, 2025, research and development costs were approximately $792 and $2,298, respectively. Such costs are included within Engineering, selling and administrative expenses on the Condensed Consolidated Statements of Operations.

Concentration Risks

Customer Concentrations

For the three months ended September 30, 2026, two customers each accounted for 10% or more of the Company's Revenues, representing $6,055, or 38.5%, and $2,273, or 14.4%, respectively. For the three months ended September 30, 2025, two customers each accounted for 10% or more of the Company's Revenues, representing $5,238, or 37.0%, and $2,153, or 15.2%, respectively.

For the nine months ended September 30, 2026, two customers each accounted for 10% or more of the Company's Revenues, representing $18,327, or 40.2%, and $6,872, or 15.1%, respectively. For the nine months ended September 30, 2025, two customers each accounted for 10% or more of the Company's Revenues, representing $13,963, or 34.7%, and $5,834, or 14.5%, respectively.

Customers exceeding 10% of Revenues are identified separately for each period presented. A customer that exceeded the threshold in one period was not necessarily the same customer, or a 10% customer at all, in any other period presented, including as between the three-month and nine-month periods.

8

Table of Contents

M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

 

Credit Concentration

A significant portion of the Company's accounts receivable is concentrated with a relatively small number of customers. As of  September 30, 2026, two of the Company's customers accounted for approximately $5,519, or 60.3%, of gross accounts receivable. As of  December 31, 2025, two of the Company's customers accounted for approximately $4,111, or 59.9%, of gross accounts receivable. The Company carefully evaluates the creditworthiness of its customers in deciding to extend credit. As a result, the Company has experienced very low historical bad debt expense and believes the related risk to be minimal.

The Company maintains its cash and cash equivalents with high-credit-quality financial institutions, and at times cash balances on deposit may exceed federally insured limits. A significant portion of the Company's cash and cash equivalents is invested in money market mutual funds. Amounts invested in money market mutual funds are not deposits, are not federally insured, and are subject to the credit and market risks of the underlying fund.

Impairments of Long-Lived Assets

Long-lived assets, including intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Long-lived assets are grouped with other assets to the lowest level to which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Management assesses the recoverability of the carrying cost of the assets based on a review of projected undiscounted cash flows. If an asset is held for sale, management reviews its estimated fair value less cost to sell. Fair value is determined using pertinent market information, including appraisals or broker's estimates, and/or projected discounted cash flows. In the event an impairment loss is identified, it is recognized based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset.

We performed an assessment to determine if there were any indicators of impairment as of  September 30, 2026 and  December 31, 2025. We concluded that, while there were events and circumstances in the macro-environment that did impact us, we did not experience any entity-specific indicators of asset impairment and no triggering events occurred.

Accounting Standards Adopted

Income Taxes

In December 2023, the FASB issued Accounting Standards Update ("ASU") 2023-09, "Income Taxes (Topic 740) - Improvements to Income Tax Disclosures" ("ASU 2023-09"). The standard requires disaggregated information about a company's effective tax rate reconciliation as well as information on income taxes paid. The provisions of the standard are effective for public companies for fiscal years beginning after December 15, 2024, with early adoption permitted. This standard applies prospectively; however, retrospective application is permitted. Refer to Note 6 - Income Taxes to the Company's Consolidated Financial Statements included in its 2025 Annual Report for further information.

Future Application of Accounting Standards

Disaggregation of Income Statement Expenses

In  November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)" ("ASU 2024-03"). The standard requires certain details for expenses presented on the face of the Consolidated Statements of Operations as well as selling expenses to be presented in the notes to the financial statements on an interim and annual basis. The provisions of the standard are effective for public business entities for fiscal years beginning after  December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The amendment can be applied either prospectively or retrospectively, with early adoption permitted. The Company is currently assessing the impact of this standard.

9

Table of Contents

M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

 

3.     Segment Information

Chief Operating Decision Maker

The Company's chief operating decision maker ("CODM") is the Chief Executive Officer.

Reportable Segments

We report our results of operations consistent with the manner in which the CODM reviews the business to assess performance and allocate resources. As such, we report our results in a single reporting segment: Electronic Components.

The Electronic Components segment derives revenues from sales to customers of a wide range of precision frequency control and spectrum control solutions, including, but not limited to, the following:

• filters;

• oscillators;

• crystal resonators; and

• RF solutions.

Measure of Segment Profit or Loss and Segment Assets

The accounting policies of the Electronic Components segment are the same as those described in Note 2 – Summary of Significant Accounting Policies.

The CODM uses Segment net income as the primary measure of segment profit or loss in assessing the performance of, and deciding how to allocate resources to, the Electronic Components segment. Segment net income is equal to Consolidated net income reported on the Condensed Consolidated Statements of Operations. The CODM uses Segment net income to evaluate income generated from segment assets in deciding whether to reinvest profits into the Electronic Components segment or into other parts of the entity, such as for capital expenditures or acquisitions. The CODM also uses Segment net income to monitor budget versus actual results and in competitive analysis relative to Mtron’s peers, both of which are used in assessing the performance of the Electronic Components segment.

In addition, the CODM reviews Segment gross profit (loss) as an additional measure of segment profit or loss. The CODM uses Segment gross profit to evaluate the manufacturing costs of the Electronic Components segment’s products and to ensure those products are priced appropriately.

The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as consolidated Total assets.

10

Table of Contents

M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

 

The following table presents Mtron's operations for the Electronic Components segment for the three and nine months ended September 30, 2026 and 2025:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Revenues		$	15,741			$	14,170			$	45,536			$	40,184
Less:
Cost of goods sold			6,612				5,769				19,066				16,556
Manufacturing expenses			2,127				2,122				6,648				6,151
Segment gross profit		$	7,002			$	6,279			$	19,822			$	17,477
Less:
Research and development costs			828				792				2,734				2,298
Selling and commissions			1,007				1,001				2,986				3,041
General and administrative expenses			2,698				2,000				7,248				5,779
Income tax expense			268				931				1,311				1,850
Other segment items (a)			(848	)			(277	)			(1,764	)			(513	)
Segment net income		$	3,049			$	1,832			$	7,307			$	5,022
Reconciliation of Segment gross profit to Consolidated net income
Segment operating expenses, net			(4,561	)			(3,729	)			(13,052	)			(11,070	)
Other income			876				213				1,848				465
Income tax expense			(268	)			(931	)			(1,311	)			(1,850	)
Consolidated net income		$	3,049			$	1,832			$	7,307			$	5,022
Reconciliation of Segment net income to Consolidated net income
Adjustments and reconciling items			—				—				—				—
Consolidated net income		$	3,049			$	1,832			$	7,307			$	5,022

(a)	Other segment items includes the following:
		•	Interest income, net
		•	Income received under the Amended and Restated Transitional Administrative and Management Services Agreement with The LGL Group, Inc.
		•	Foreign currency gains and losses
		•	Other gains and losses
		•	Expense reimbursements paid to / received from The LGL Group, Inc.

Other Segment Disclosures

The following tables present other segment information for the Electronic Components segment as of  September 30, 2026 and  December 31, 2025 and for the three and nine months ended September 30, 2026 and 2025:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Interest income		$	881			$	146			$	1,973			$	388
Interest expense			(30	)			(3	)			(62	)			(10	)
Depreciation			(347	)			(280	)			(960	)			(800	)
Amortization			—				—				—				—
Other significant non-cash items:
Stock-based compensation			(774	)			(276	)			(2,493	)			(803	)
Capital expenditures			(1,013	)			(807	)			(2,402	)			(2,205	)

		September 30, 2026				December 31, 2025
Total assets		$	129,035			$	68,383

11

Table of Contents

M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

 

4.     Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value guidance identifies three primary valuation techniques: the market approach, the income approach and the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset.

Fair Value Hierarchy

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to observable inputs such as quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The maximization of observable inputs and the minimization of the use of unobservable inputs are required.

Classification within the fair value hierarchy is based upon the objectivity of the inputs that are significant to the valuation of an asset or liability as of the measurement date. The three levels within the fair value hierarchy are characterized as follows:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Unobservable inputs for the asset or liability for which there is little, if any, market activity for the asset or liability at the measurement date. Unobservable inputs reflect the Company's own assumptions about what market participants would use to price the asset or liability. These inputs may include internally developed pricing models, discounted cash flow methodologies as well as instruments for which the fair value determination requires significant management judgment.

Valuation Methodologies of Financial Instruments Measured at Fair Value

Cash and cash equivalents - Money market instruments are measured at cost, which approximates fair value because of the relatively short time to maturity.

Equity securities - Whenever available, we obtain quoted prices in active markets for identical assets as of the balance sheet date to measure equity securities. Market price data is generally obtained from exchange or dealer markets.

Other investments - We initially estimate the fair value by reference to the transaction price. Subsequently, we estimate the fair value based on the Company’s proportionate share of the estimated fair value of the investee’s underlying net assets, which consist primarily of a convertible promissory note, accrued interest receivable, and cash. The fair value of the convertible promissory note is estimated by reference to its transaction price plus accrued interest when there is no evidence of a significant change in fair value.

12

Table of Contents

M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

 

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents information about assets measured at fair value on a recurring basis and indicates the level of the fair value measurement based on the observability of inputs used:

		September 30, 2026
		Level 1				Level 2				Level 3				Total
Cash and cash equivalents (a) (b)		$	95,273			$	—			$	—			$	95,273
Prepaid expenses and other current assets:				​				​				​				​
Equity securities			87				—				—				87
Total prepaid expenses and other current assets			87				—				—				87
Other assets:				​				​				​				​
Other investments			—				—				254				254
Total other assets			—				—				254				254
Total		$	95,360			$	—			$	254			$	95,614

		December 31, 2025
		Level 1				Level 2				Level 3				Total
Cash and cash equivalents (a) (b)		$	19,564			$	—			$	—			$	19,564
Prepaid expenses and other current assets:				​				​				​				​
Equity securities			56				—				—				56
Total prepaid expenses and other current assets			56				—				—				56
Other assets:				​				​				​				​
Other investments			—				—				—				—
Total other assets			—				—				—				—
Total		$	19,620			$	—			$	—			$	19,620

^(a) As of  September 30, 2026 and  December 31, 2025, included investments in money market mutual funds managed or advised by GAMCO Investors, Inc. or one of its affiliates.

^(b) Excludes cash held in banks, which totaled $2,222 and $1,327 as of  September 30, 2026 and  December 31, 2025, respectively.

There were no liabilities subject to fair value on a recurring basis as of  September 30, 2026 and  December 31, 2025.

13

Table of Contents

M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

 

Changes in Level 3 Recurring Fair Value Measurements

The following tables present changes during the three and nine months ended September 30, 2026 and 2025 in Level 3 assets and liabilities measured at fair value on a recurring basis, and the realized and unrealized gains (losses) related to the Level 3 assets in the Condensed Consolidated Balance Sheets as of  September 30, 2026 and 2025:

		Three Months Ended September 30, 2026
		Fair Value Beginning of Period				Net Realized and Unrealized Gains (Losses) Included in Income				Purchases and Sales, Net				Fair Value End of Period
Assets:				​				​				​				​
Other assets:				​				​				​				​
Other investments		$	250			$	4			$	—			$	254
Total other assets			250				4				—				254
Total		$	250			$	4			$	—			$	254

Three Months Ended September 30, 2025

Fair Value Beginning of Period

Net Realized and Unrealized Gains (Losses) Included in Income

Purchases and Sales, Net

Fair Value End of Period

Assets:

​

​

​

​

Other assets:

​

​

​

​

Other investments

$

—

$

—

$

—

$

—

Total other assets

—

—

—

—

Total

$

—

$

—

$

—

$

—

		Nine Months Ended September 30, 2026
		Fair Value Beginning of Year				Net Realized and Unrealized Gains (Losses) Included in Income				Purchases and Sales, Net				Fair Value End of Period
Assets:				​				​				​				​
Other assets:				​				​				​				​
Other investments		$	—			$	4			$	250			$	254
Total other assets			—				4				250				254
Total		$	—			$	4			$	250			$	254

Nine Months Ended September 30, 2025

Fair Value Beginning of Year

Net Realized and Unrealized Gains (Losses) Included in Income

Purchases and Sales, Net

Fair Value End of Period

Assets:

​

​

​

​

Other assets:

​

​

​

​

Other investments

$

—

$

—

$

—

$

—

Total other assets

—

—

—

—

Total

$

—

$

—

$

—

$

—

14

Table of Contents

M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

 

Quantitative Information about Level 3 Fair Value Measurements

As of  September 30, 2026, the fair value of other investments was determined based on the Company’s proportionate share of the investee’s net assets, in which the convertible promissory note is measured at its transaction price plus accrued interest. Management determined that no significant change in the fair value of the underlying investment has occurred between the acquisition date and the measurement date, based on the following considerations:

• approximately 30 days elapsed between the most recent issuance of securities by the issuer of the underlying investment on identical terms ( August 31, 2026) and September 30, 2026, the measurement date;

• since the acquisition date, the issuer sold additional securities at par on terms identical to the underlying investment, on July 2, 2026 and August 31, 2026, and no financing occurred on terms different from the underlying investment;

• no material developments in the issuer’s operations or business prospects occurred during the period; and

• no secondary market transactions in the underlying investment or comparable instruments occurred since the acquisition date.

Fair Value Measurements on a Non-Recurring Basis

The Company has other assets that may be subject to measurement at fair value on a non-recurring basis including intangible assets and other long-lived assets. The Company reviews the carrying value of long-lived assets whenever events and circumstances indicate that the carrying amounts of the assets may not be recoverable. If it is determined that the assets are impaired, the carrying value would be reduced to an estimated recoverable value.

As of  September 30, 2026 and  December 31, 2025, the Company did not write down any assets to fair value.

Fair Value Information about Financial Instruments Not Measured at Fair Value

Information regarding the estimation of fair value for financial instruments not carried at fair value is discussed below:

Short-term investments - The carrying amounts of these assets approximate fair values because of the relatively short period of time between origination and expected realization, and their limited exposure to credit risk.

The following tables present the carrying amounts and estimated fair values of our financial instruments not measured at fair value and indicates the level in the fair value hierarchy of the estimated fair value measurement based on the observability of the inputs used:

		September 30, 2026
		Level 1				Level 2				Level 3				Total				Carrying Value
Assets:				​				​				​				​				​
Prepaid expenses and other current assets:				​				​				​				​				​
Short-term investments		$	834			$	—			$	—			$	834			$	834
Total prepaid expenses and other current assets			834				—				—				834				834
Total		$	834			$	—			$	—			$	834			$	834

December 31, 2025

Level 1

Level 2

Level 3

Total

Carrying Value

Assets:

​

​

​

​

​

Prepaid expenses and other current assets:

​

​

​

​

​

Short-term investments

$

—

$

—

$

—

$

—

$

—

Total prepaid expenses and other current assets

—

—

—

—

—

Total

$

—

$

—

$

—

$

—

$

—

There were no liabilities subject to fair value on a non-recurring basis as of  September 30, 2026 and  December 31, 2025.

15

Table of Contents

M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

 

5.     Related Party Transactions

In the normal course of business, the Company enters into various transactions with affiliated companies. Parties are considered to be related if one party has the ability to control or exercise significant influence over the other party in making financial or operating decisions.

The following tables summarize income and expenses from transactions with related parties for the three and nine months ended September 30, 2026 and 2025:

		Three Months Ended September 30,
		2026								2025
		Income				Expense				Income				Expense
GAMCO Investors, Inc.		$	876			$	—			$	145			$	—
The LGL Group, Inc.			12				(28	)			12				(28	)
Total		$	888			$	(28	)		$	157			$	(28	)

		Nine Months Ended September 30,
		2026								2025
		Income				Expense				Income				Expense
GAMCO Investors, Inc.		$	1,965			$	—			$	386			$	—
The LGL Group, Inc.			36				(84	)			36				(12	)
Total		$	2,001			$	(84	)		$	422			$	(12	)

The following table summarizes assets and liabilities with related parties as of  September 30, 2026 and  December 31, 2025:

		September 30, 2026								December 31, 2025
		Assets				Liabilities				Assets				Liabilities
GAMCO Investors, Inc.		$	95,273			$	—			$	19,564			$	—
The LGL Group, Inc.			338				—				227				—
Total		$	95,611			$	—			$	19,791			$	—

The material agreements whereby the Company generates revenues and expenses with affiliated entities are discussed below:

Investment Activity with GAMCO Investors, Inc.

Certain balances are held and invested in U.S. Treasury funds managed or advised by GAMCO Investors, Inc. or one of its subsidiaries (collectively, "GAMCO" or the "Fund Manager"), which is related to the Company through certain of our stockholders. Investments in related party mutual funds are overseen by the independent Audit Committee of the Board of Directors (the "Audit Committee"). The Audit Committee meets regularly to review the alternatives and has determined the current investments most reflect the Company's objective of lower cost, market return and adherence to having a larger proportion of underlying investments directly in United States Treasuries. For the three and nine months ended September 30, 2026 and 2025, the Company paid the Fund Manager a fund management fee of approximately 8 basis points annually of the asset balances under management. The fund management fees are not paid directly by the Company and are deducted prior to the fund striking its net asset value ("NAV").

As of September 30, 2026 and  December 31, 2025, the balance with the Fund Manager was $95,273 and $19,564, respectively, all of which was classified within Cash and cash equivalents on the Condensed Consolidated Balance Sheets.

For the three and nine months ended September 30, 2026, the Company earned income on its investments with the Fund Manager totaling $876 and $1,965, respectively, all of which was included in Interest income on the Condensed Consolidated Statements of Operations.

For the three and nine months ended September 30, 2025, the Company earned income on its investments with the Fund Manager totaling $145 and $386, respectively, all of which was included in Interest income on the Condensed Consolidated Statements of Operations.

16

Table of Contents

M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

 

Transactions with The LGL Group, Inc.

Transitional Administrative and Management Services Agreement

On October 7, 2022, the separation of the Mtron business from The LGL Group, Inc. ("LGL Group") was completed (the "Separation") and the Company became an independent, publicly traded company trading on the NYSE American under the stock symbol "MPTI." The Separation was completed through LGL Group's distribution (the "Distribution") of 100% of the shares of the Company's common stock to holders of LGL Group's common stock as of the close of business on September 30, 2022, the record date for the Distribution. 

Mtron and LGL Group entered into an Amended and Restated Transitional Administrative and Management Services Agreement ("Mtron TSA"), which sets out the terms for services to be provided between the two companies post Separation. The current terms result in a net payment of $4 per month from LGL Group to Mtron.

For the three months ended September 30, 2026 and 2025, LGL Group paid the Company $12 under the terms of the Mtron TSA, which were recorded in Other income, net on the Condensed Consolidated Statements of Operations. For the nine months ended September 30, 2026 and 2025, LGL Group paid the Company $36 under the terms of the Mtron TSA, which were recorded in Other income, net on the Condensed Consolidated Statements of Operations.

Tax Indemnity and Sharing Agreement

Mtron and LGL Group entered into a Tax Indemnity and Sharing Agreement ("Mtron Tax Agreement"), which sets out the terms for which party would be responsible for taxes imposed on LGL Group if the Distribution, together with certain related transactions, were to fail to qualify as a tax-free transaction under Internal Revenue Code ("IRC") Sections 355 and 368(a)(1)(D) if such failure were the result of actions taken after the Distribution by Mtron or LGL Group.

For the three and nine months ended September 30, 2026 and 2025, no taxes related to the Distribution have been recorded in the Condensed Consolidated Financial Statements.

Other Transactions

Mtron and LGL Group agreed to share the salaries and benefits related to certain employees incurred by Mtron and/or LGL Group. For the three and nine months ended September 30, 2026, LGL Group reimbursed the Company $28 and $84, respectively, of the salaries and benefits of certain employees. For the three and nine months ended September 30, 2025, LGL Group reimbursed the Company $28 and $12, respectively, of the salaries and benefits of certain employees.

6.     Income Taxes

The Company’s quarterly provision for income taxes is measured using an annual effective tax rate, adjusted for discrete items within the period presented. To determine the annual effective tax rate, the Company estimates both the total income (loss) before income taxes for the full year and the jurisdictions in which that income (loss) is subject to tax. The actual effective tax rate for the full year may differ from these estimates if income (loss) before income taxes is greater than or less than what was estimated or if the allocation of income (loss) to jurisdictions in which it is taxed is different from the estimated allocations.

The effective tax rate for the three months ended September 30, 2026 and 2025 was 8.1% and 33.7%, respectively. The effective tax rate for the nine months ended September 30, 2026 and 2025 was 15.2% and 26.9%, respectively. Differences between the Company’s effective income tax rate and the U.S. federal statutory rate of 21.0% are primarily due to a discrete tax benefit associated with excess tax benefits on restricted stock awards that vested during the period, the impact of research and development credits, permanent differences and state taxes.

17

Table of Contents

M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

 

7.     Revolving Credit Agreement

On December 31, 2025, Mtron entered into an amended and restated credit agreement (the "Credit Agreement") with Fifth Third Bank, National Association ("Fifth Third Bank"), replacing its prior credit facility with Fifth Third Bank (the "Previous Credit Agreement"). The Credit Agreement provides for a $10.0 million revolving credit facility (the "Revolving Facility") and a $10.0 million delayed draw term loan facility (the "Delayed Draw Facility"). Borrowings under the Revolving Facility and the Delayed Draw Facility bear interest at a rate based on the Secured Overnight Financing Rate ("SOFR") plus a margin ranging from 2.00% to 3.00%, determined by the Company's leverage ratio, with a SOFR floor of 0.00%. The Company will pay a fee on the average unused daily amount of the facilities at a rate ranging from 0.20% to 0.30%, determined by the Company's leverage ratio. Amounts outstanding under the Revolving Facility are due at maturity on December 31, 2028, and advances under the Delayed Draw Facility are available for a period of 36 months from the date of the Credit Agreement, with each advance maturing 36 months after funding and subject to quarterly amortization requirements. The Credit Agreement contains various affirmative and negative covenants that are customary for transactions of this type, including limitations on the incurrence of debt and liabilities, as well as financial reporting requirements. The Credit Agreement also imposes certain financial covenants based on the following criteria: (a) Leverage Ratio and (b) Fixed Charge Coverage Ratio (each as defined in the Credit Agreement). All loans pursuant to the Credit Agreement are secured by a first-priority lien on substantially all of the personal property of the Company.

As of September 30, 2026 and  December 31, 2025, there were no outstanding borrowings under the Credit Agreement or Previous Credit Agreement with Fifth Third Bank.

8.     Stock-Based Compensation

Under the Company's Second Amended and Restated 2022 Incentive Plan (the "2022 Plan"), stock-based compensation  may be awarded to employees, advisors and members of the Board of Directors. As of  September 30, 2026, 1,064,924 shares remained available for future issuance under the 2022 Plan.

The following table summarizes stock-based compensation expense, which includes expenses related to awards granted under the 2022 Plan, for the periods indicated:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Restricted stock awards		$	682			$	179			$	2,207			$	609
Stock options			92				97				286				194
Total		$	774			$	276			$	2,493			$	803

Restricted Stock Awards

The following table summarizes restricted stock awards activity for the nine months ended September 30, 2026:

(in thousands, except share and per share data)		Number of Shares				Weighted Average Grant Date Fair Value				Aggregate Grant Date Fair Value
Balance as of December 31, 2025			51,100			$	27.98			$	1,430
Granted			43,078				66.40				2,860
Vested			(50,215	)			(35.49	)			(1,782	)
Forfeited			(1,169	)			(50.03	)			(58	)
Other			4,424				11.30				50
Balance as of September 30, 2026			47,218			$	52.94			$	2,500

As of  September 30, 2026, there was $1,665 of total unrecognized compensation cost related to unvested shares granted. The cost is expected to be recognized over a weighted-average period of 1.4 years.

18

Table of Contents

M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

 

Stock Options

The Company estimates the fair value of stock options on the grant date using the Black-Scholes-Merton option-pricing model. The Black-Scholes-Merton option-pricing model requires subjective assumptions, including future stock price volatility and expected time to exercise. Option awards are generally granted with an exercise price equal to the market price of the Company's stock on the grant date.

The following table presents the weighted-average assumptions for stock options granted:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Expected volatility (a)			—				—				—				74.5	%
Expected annual dividend yield (b)			—				—				—				0.0	%
Risk-free interest rate (c)			—				—				—				3.8	%
Expected term, in years (d)			—				—				—				4.0

^(a) Because there is insufficient historical stock price data for the Company over the expected term of the options granted, the expected volatility is based on the implied volatility of the Company's historical stock price data (from date of IPO to grant date) appended with the implied volatility of LGL Group's historical stock price data (pre-IPO stock price through the IPO date) blended with the implied volatility of the Company's peers' stock price data (over the entire expected term).

^(b) The dividend yield is 0.0% as the Company is not expected to pay a dividend.

^(c) The risk-free interest rate is based on the average U.S. Treasury zero-coupon rate over the four days prior to the grant date. We chose the risk-free rate that is commensurate with the length of the remaining performance period as of the grant date and interpolated between the yields of the three-year and five-year rates to determine the yield.

^(d) The expected term is the simple average of the vesting period (3 years) and the contractual term (5 years).

The following table provides a rollforward of stock option activity for the nine months ended September 30, 2026:

(in thousands, except share and per share data)		Number of Options Outstanding				Weighted Average Exercise Price				Weighted Average Grant Date Fair Value				Weighted Average Remaining Term (in years)				Aggregate Intrinsic Value
Outstanding as of December 31, 2025			129,914			$	37.62			$	15.91				2.2			$	2,027
Granted			—				—				—					​				​
Exercised			(68,424	)			(36.09	)			(11.07	)				​				​
Forfeited			—				—				—					​				​
Expired			(100	)			(36.06	)			(10.98	)				​				​
Other			200				36.06				10.98					​				​
Outstanding as of September 30, 2026			61,590			$	39.32			$	21.29				2.7			$	2,398
Exercisable as of September 30, 2026			28,340			$	38.14			$	17.56				1.8			$	1,137

19

Table of Contents

M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

 

9.     Stockholders' Equity

Shares Outstanding

The following table presents a rollforward of outstanding shares for the periods indicated:

		Nine Months Ended September 30, 2026												Year Ended December 31, 2025
		Common Stock Issued				Held in Treasury				Common Stock Outstanding				Common Stock Issued				Held in Treasury				Common Stock Outstanding
Shares, beginning of period			3,405,210				—				3,405,210				2,911,165				—				2,911,165
Stock-based compensation			43,078				—				43,078				13,814				—				13,814
Exercise of stock options			68,424				—				68,424				14,750				—				14,750
Shares issued from settlement of warrants			112,028				—				112,028				470,205				—				470,205
Shares issued from settlement of subscription rights			713,362				—				713,362				—				—				—
Restricted shares forfeited			(1,169	)			—				(1,169	)			(4,724	)			—				(4,724	)
Other			4,424				—				4,424				—				—				—
Shares, end of period			4,345,357				—				4,345,357				3,405,210				—				3,405,210

Warrants to Purchase Common Stock

On April 25, 2025, the Company issued 2,911,165 warrants (the "Warrants") to holders of record of outstanding shares of the Company's common stock as of March 10, 2025. Five (5) Warrants entitled their holder to purchase one (1) share of common stock, par value $0.01 per share (the "Common Stock") at an exercise price of $47.50 per share. The Warrants were exercisable on the date that was the earlier of (i) thirty (30) days prior to   April 25, 2028 and (ii) such date that the average volume weighted-average price ("VWAP") of the Common Stock was greater than or equal to $52.00 per share for the prior thirty (30) consecutive trading day period (the "Trigger"); provided however, that should the Trigger occur, the Warrants must be exercised within thirty (30) days of the Company's notification pursuant to the Warrant Agreement that the Trigger occurred.

On October 23, 2025, the Company announced the average VWAP of the Company's common stock exceeded the Trigger on October 20, 2025, which resulted in the Warrants becoming immediately exercisable through December 23, 2025.

As of  December 31, 2025, Warrant holders exercised 2,351,025, or 80.8%, of the Warrants, resulting in the issuance of 470,205 shares of Common Stock. The remaining 560,140 Warrants expired unexercised in accordance with their terms. On  January 7, 2026, the Company distributed 112,028 shares of Common Stock to Warrant holders who elected to participate in the over-subscription privilege. The gross proceeds to the Company were $27.7 million.

Rights Offering

On March 30, 2026, the Company issued 3,566,812 subscription rights (the "Rights") to holders of record of outstanding shares of the Company's common stock as of March 27, 2026 (the "Rights Offering"). Five (5) Rights entitled their holder to purchase one (1) share of Common Stock at a subscription price of $59.00 per share. The Rights Offering had an original expiration date of April 15, 2026; however, on April 9, 2026, the Company extended the expiration date to April 20, 2026.

On April 27, 2026, the Company completed the Rights Offering. Rightsholders exercised 2,982,004, or 83.6%, of the Rights, in a net share settlement of 596,400 shares of Common Stock. The remaining 584,808 Rights expired unexercised in accordance with their terms. The Company distributed the remaining 116,962 shares of Common Stock to Rightsholders who elected to participate in the over-subscription privilege. The gross proceeds to the Company were $42.1 million.

20

Table of Contents

M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

 

10.     Earnings per Share ("EPS")

The following table presents a reconciliation of Net income and shares used in calculating basic and diluted net income per common share for the periods indicated:

		Three Months Ended September 30,								Nine Months Ended September 30,
(in thousands, except share and per share data)		2026				2025				2026				2025
Numerator for EPS:				​				​				​				​
Net income		$	3,049			$	1,832			$	7,307			$	5,022
				​				​				​				​
Denominator for EPS:				​				​				​				​
Weighted average shares outstanding - basic			4,289,372				2,860,353				3,949,932				2,850,270
Adjustment for bonus elements (a)			—				145,205				46,813				144,714
Adjusted weighted average shares outstanding - basic			4,289,372				3,005,558				3,996,745				2,994,984
Dilutive effects (b):				​				​				​				​
Stock options			24,493				19,387				34,451				24,781
Restricted stock			35,626				36,467				40,648				41,839
Warrants			—				—				903				—
Subscription rights			—				—				15,553				—
Weighted average shares outstanding - diluted (b)			4,349,491				3,061,412				4,088,300				3,061,604
				​				​				​				​
Income per common share:				​				​				​				​
Basic		$	0.71			$	0.61			$	1.83			$	1.68
Diluted		$	0.70			$	0.60			$	1.79			$	1.64

^(a) Weighted average shares outstanding for the three and nine months ended September 30, 2025 have been retroactively adjusted for the bonus elements of the Warrants and the Rights Offering, and for the nine months ended September 30, 2026 for the bonus element of the Rights Offering. Refer to "Bonus Elements" below.

^(b) For the three and nine months ended September 30, 2025, weighted average shares used for calculating earnings per share excludes warrants to purchase 582,233 shares of common stock as the inclusion of these instruments would be antidilutive to the earnings per share calculation.

Bonus Elements

The Warrants and the Rights Offering described in Note 9 - Stockholders’ Equity each contained a bonus element because the exercise price of the Warrants ($47.50 per share) and the subscription price of the Rights ($59.00 per share) were less than the fair value of the Company’s common stock immediately prior to their respective exercise. FASB ASC Topic 260, Earnings Per Share ("ASC 260"), requires the bonus element to be treated in a manner similar to a stock dividend. Accordingly, weighted average shares outstanding used to compute basic and diluted earnings per share have been retroactively adjusted as follows:

• For all periods prior to December 23, 2025, the expiration date of the Warrants, by a factor of 1.0188, the ratio of the fair value per share of common stock immediately prior to the exercise of the Warrants of $53.43 to the theoretical ex-rights fair value per share of $52.44.

• For all periods prior to April 20, 2026, the expiration date of the Rights, by a factor of 1.0313, the ratio of the fair value per share of common stock immediately prior to the exercise of the Rights of $72.15 to the theoretical ex-rights fair value per share of $69.96. For periods prior to December 23, 2025, this factor was applied to weighted average shares outstanding as previously adjusted for the Warrants, resulting in a combined adjustment factor of 1.0508.

Together, these adjustments reduced previously reported basic and diluted earnings per share from $0.64 to $0.61 and $0.63 to $0.60, respectively, for the three months ended September 30, 2025 and from $1.76 to $1.68 and $1.71 to $1.64, respectively, for the nine months ended September 30, 2025, from the amounts previously reported.

21

Table of Contents

M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

 

11.     Commitments and Contingencies

In the ordinary course of business, the Company and its subsidiaries may become defendants in certain product liability, patent infringement, worker claims and other litigation. The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. The Company has no legal accrual for contingencies as of  September 30, 2026 and  December 31, 2025.

12.     Other Financial Statement Information

Inventories, Net

Inventories are valued at the lower of cost or net realizable value using the first-in, first-out ("FIFO") method. The Company reduces the value of its inventories to net realizable value when the net realizable value is believed to be less than the cost of the item.

The components of inventory as of  September 30, 2026 and  December 31, 2025 are summarized below:

		September 30, 2026				December 31, 2025
Raw materials		$	5,136			$	4,267
Work in process			6,328				5,181
Finished goods			1,546				1,773
Total gross inventory			13,010				11,221
Reserve for excess and obsolete inventory			(1,764	)			(1,548	)
Inventories, net		$	11,246			$	9,673

Property, Plant and Equipment, Net

The components of property, plant and equipment as of  September 30, 2026 and  December 31, 2025 are summarized below:

		September 30, 2026				December 31, 2025
Land		$	536			$	536
Buildings and improvements			5,788				5,736
Machinery and equipment			26,053				23,952
Gross property, plant and equipment			32,377				30,224
Less: Accumulated depreciation			(24,421	)			(23,710	)
Property, plant and equipment, net		$	7,956			$	6,514

13.     Domestic and Foreign Revenues

Significant foreign revenues from operations (10% or more of foreign sales) for the three and nine months ended September 30, 2026 and 2025 were as follows:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Malaysia		$	897			$	1,970			$	2,992			$	4,700
Australia			817				817				2,473				2,020
All other foreign countries			1,251				784				3,794				2,989
Total foreign revenues		$	2,965			$	3,571			$	9,259			$	9,709
Total domestic revenues		$	12,776			$	10,599			$	36,277			$	30,475

The Company allocates its foreign revenue based on the customer's ship-to location.

22

Table of Contents

M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

 

14.     Subsequent Events

The Company has evaluated events and transactions that occurred after the balance sheet date through the date that the Condensed Consolidated Financial Statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the Condensed Consolidated Financial Statements.

23

Table of Contents

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the accompanying unaudited Condensed Consolidated Financial Statements, the notes thereto and the other unaudited financial data included in this Quarterly Report on Form 10-Q. The following discussion should also be read in conjunction with the audited Consolidated Financial Statements and the notes thereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the "SEC") on March 26, 2026. The terms the "Company," "Mtron," "MPTI," "we," "our" or "us" refer to M-tron Industries, Inc. and unless otherwise defined herein, capitalized terms used herein shall have the same meanings as set forth in our Condensed Consolidated Financial Statements and the notes thereto.

Unless otherwise stated, all dollar amounts are in thousands.

In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Actual results may differ materially from those discussed in the forward-looking statements as a result of various factors. See the Cautionary Note Concerning Forward-Looking Statements included in this Quarterly Report on Form 10-Q.

Overview

Mtron is engaged in the designing, manufacturing and marketing of highly-engineered, high reliability frequency and spectrum control products used to control the frequency or timing of signals in electronic circuits in various applications. Mtron’s primary markets are aerospace & defense, avionics, industrials, and space.

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and all of its majority-owned subsidiaries.

Recent Developments

Transition of Services Provided to LGL Group 

Following the Separation, we have provided administrative and management support to The LGL Group, Inc. ("LGL Group") under the Amended and Restated Transitional Administrative and Management Services Agreement (the "Mtron TSA"), and Mtron and LGL Group have shared the salaries and benefits of certain employees. During 2026, LGL Group has been working to reduce its reliance on these services by developing internal capabilities and third-party support. LGL Group is targeting the fourth quarter of 2026 for transition of the remaining services, subject to completion of the necessary operational and contractual steps.

Upon completion of the transition, we expect the fees we receive under the Mtron TSA and the reimbursements we receive from LGL Group for shared employee services to cease or be reduced. We do not expect the transition to have a material effect on our results of operations.

For the three and nine months ended September 30, 2026, LGL Group paid the Company $12 and $36, respectively, under the Mtron TSA, which were recorded in Other income (expense), net on the Condensed Consolidated Statements of Operations. For the same periods, LGL Group reimbursed the Company $28 and $84, respectively, of the salaries and benefits of certain employees, which were recorded in Engineering, selling and administrative on the Condensed Consolidated Statements of Operations. The Mtron Tax Agreement is separate from, and not affected by, the services transition.

24

Table of Contents

Trends and Uncertainties

We are not aware of any material trends or uncertainties, other than national economic conditions affecting our industry generally, that may reasonably be expected to have a material impact, favorable or unfavorable, on our revenues or income other than the one listed below and the risk factors disclosed in our Annual Report on Form 10-K, as filed with the SEC on March 26, 2026.

Tariffs

The current U.S. federal administration has imposed tariffs on certain products and materials entering the United States imported from other countries. Additionally, foreign governments have imposed retaliatory tariffs on products and materials exported from the United States. Following the Supreme Court’s February 2026 decision striking down certain tariffs, the Trump Administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business. To date, we have not seen an impact from tariffs on the demand for our products.

Results of Operations

Three months ended September 30, 2026 compared to three months ended September 30, 2025

The following table presents our Condensed Consolidated Statements of Operations for the periods indicated:

		Three Months Ended September 30,
(in thousands)		2026				2025				$ Change				% Change
Revenues		$	15,741			$	14,170			$	1,571				11.1	%
Costs and expenses:
Manufacturing cost of sales			8,739				7,891				848				10.7	%
Engineering, selling and administrative			4,561				3,729				832				22.3	%
Total costs and expenses			13,300				11,620				1,680				14.5	%
Operating income			2,441				2,550				(109	)			(4.3	%)
Other income:
Interest income, net			851				143				708				495.1	%
Other income, net			25				70				(45	)			(64.3	%)
Total other income, net			876				213				663				311.3	%
Income before income taxes			3,317				2,763				554				20.1	%
Income tax expense			268				931				(663	)			(71.2	%)
Net income		$	3,049			$	1,832			$	1,217				66.4	%

Total Revenues

Total revenues increased $1,571, or 11.1%, from $14,170 for the three months ended September 30, 2025 to $15,741 for the three months ended September 30, 2026 primarily due to strong growth in aerospace and defense, avionics, and space product shipments.

Total Costs and Expenses

Total costs and expenses increased $1,680, or 14.5%, from $11,620 for the three months ended September 30, 2025 to $13,300 for the three months ended September 30, 2026. The following items contributed to the overall increase:

• an $848, or 10.7%, increase in Manufacturing cost of sales from $7,891 for the three months ended September 30, 2025 to $8,739 for the three months ended September 30, 2026 consistent with the growth in revenues partially offset by product mix; and

• an $832, or 22.3%, increase in Engineering, selling and administrative from $3,729 for the three months ended September 30, 2025 to $4,561 for the three months ended September 30, 2026 driven by higher research and development investment; higher sales commissions consistent with the increase in revenues; higher stock-based compensation; and an increase in administrative and corporate expenses consistent with the overall growth in the business.

Gross Margin

Gross margin (Revenues less Manufacturing cost of sales as a percentage of Revenues) increased 20 basis points from 44.3% for the three months ended September 30, 2025 to 44.5% for the three months ended September 30, 2026 reflecting product mix.

25

Table of Contents

Total Other Income, Net

Total Other income, net increased $663, or 311.3%, from $213 for the three months ended September 30, 2025 to $876 for the three months ended September 30, 2026. The following items contributed to the overall increase:

• a $708, or 495.1%, increase in Interest income, net from $143 for the three months ended September 30, 2025 to $851 for the three months ended September 30, 2026 primarily due to higher interest income earned on investments in money market mutual funds driven by higher balances invested; and

• a $45, or 64.3%, decrease in Other income, net from $70 for the three months ended September 30, 2025 to $25 for the three months ended September 30, 2026 primarily due to gains on disposal of fixed assets in 2025 that did not recur in 2026.

Income Tax Expense

Income tax expense decreased $663, or 71.2%, from $931 for the three months ended September 30, 2025 to $268 for the three months ended September 30, 2026 primarily due to a discrete tax benefit associated with excess tax benefits on restricted stock awards that vested during the period.

Nine months ended September 30, 2026 compared to nine months ended September 30, 2025

The following table presents our Condensed Consolidated Statements of Operations for the periods indicated:

		Nine Months Ended September 30,
(in thousands)		2026				2025				$ Change				% Change
Revenues		$	45,536			$	40,184			$	5,352				13.3	%
Costs and expenses:
Manufacturing cost of sales			25,714				22,707				3,007				13.2	%
Engineering, selling and administrative			13,052				11,070				1,982				17.9	%
Total costs and expenses			38,766				33,777				4,989				14.8	%
Operating income			6,770				6,407				363				5.7	%
Other income:
Interest income, net			1,911				378				1,533				405.6	%
Other income, net			(63	)			87				(150	)			n/m
Total other income, net			1,848				465				1,383				297.4	%
Income before income taxes			8,618				6,872				1,746				25.4	%
Income tax expense			1,311				1,850				(539	)			(29.1	%)
Net income		$	7,307			$	5,022			$	2,285				45.5	%

Total Revenues

Total revenues increased $5,352, or 13.3%, from $40,184 for the nine months ended September 30, 2025 to $45,536 for the nine months ended September 30, 2026 primarily due to continued strong aerospace and defense and avionics product shipments.

Total Costs and Expenses

Total costs and expenses increased $4,989, or 14.8%, from $33,777 for the nine months ended September 30, 2025 to $38,766 for the nine months ended September 30, 2026. The following items contributed to the overall increase:

• a $3,007, or 13.2%, increase in Manufacturing cost of sales from $22,707 for the nine months ended September 30, 2025 to $25,714 for the nine months ended September 30, 2026 consistent with the growth in revenues and higher stock-based compensation related to 2025 bonuses partially offset by product mix; and

• a $1,982, or 17.9%, increase in Engineering, selling and administrative from $11,070 for the nine months ended September 30, 2025 to $13,052 for the nine months ended September 30, 2026 primarily due to higher research and development investment; higher sales commissions consistent with the increase in revenues; $918 of stock-based compensation related to 2025 bonuses; and an increase in administrative and corporate expenses to support the growth in revenues.

Gross Margin

Gross margin (Revenues less Manufacturing cost of sales as a percentage of Revenues) remained flat at 43.5% for both the nine months ended September 30, 2026 and 2025 driven by the growth in revenues and product mix partially offset by higher stock-based compensation discussed above.

26

Table of Contents

Total Other Income, Net

Total Other income, net increased $1,383, or 297.4%, from $465 for the nine months ended September 30, 2025 to $1,848 for the nine months ended September 30, 2026. The following items contributed to the overall increase:

• a $1,533, or 405.6%, increase in Interest income, net from $378 for the nine months ended September 30, 2025 to $1,911 for the nine months ended September 30, 2026 primarily due to higher interest income earned on investments in money market mutual funds driven by higher balances invested; and

• a $150 decrease in Other income (expense), net from $87 for the nine months ended September 30, 2025 to ($63) for the nine months ended September 30, 2026 primarily due to unfavorable foreign currency movements.

Income Tax Expense

Income tax expense decreased $539, or 29.1%, from $1,850 for the nine months ended September 30, 2025 to $1,311 for the nine months ended September 30, 2026 primarily due to a discrete tax benefit associated with excess tax benefits on restricted stock awards that vested during the period.

Backlog

As of September 30, 2026, our order backlog was $84,861, an increase of $8,436, or 11.0%, from $76,425 as of December 31, 2025 and an increase of $26,063, or 44.3%, from $58,798 as of September 30, 2025. The increase in backlog from December 31, 2025 reflects the continued strength of our aerospace & defense and space customer orders.

Non-GAAP Financial Measures

To supplement our Condensed Consolidated Financial Statements presented on a GAAP basis, the Company presents its financial condition and results of operations in the way it believes will be most meaningful and representative of its business results. Some of the measurements the Company uses are "Non-GAAP financial measures" under SEC rules and regulations. The non-GAAP financial measures the Company presents are listed below and may not be comparable to similarly-named measures reported by other companies. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net earnings or diluted earnings per share prepared in accordance with GAAP.

The Company uses the following operating performance measure because the Company believes it provides both management and investors with a more complete understanding of the underlying operational results and trends and our marketplace performance:

Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA") is derived by excluding the items set forth below from Income before income taxes. Excluded items include the following:

• Interest income

• Interest expense

• Depreciation

• Amortization

• Non-cash stock-based compensation

• Other discrete items that might have a significant impact on comparable GAAP measures and could distort the evaluation of our normal operating performance.

27

Table of Contents

Reconciliation of GAAP Income Before Income Taxes to Non-GAAP Adjusted EBITDA

The following table presents a reconciliation of income before income taxes to Adjusted EBITDA, a non-GAAP measure:

		Three Months Ended September 30,								Nine Months Ended September 30,
(in thousands)		2026				2025				2026				2025
Income before income taxes		$	3,317			$	2,763			$	8,618			$	6,872
Adjustments:
Interest income, net			(851	)			(143	)			(1,911	)			(378	)
Depreciation			347				280				960				800
Total adjustments			(504	)			137				(951	)			422
EBITDA			2,813				2,900				7,667				7,294
Non-cash stock compensation			774				276				2,493				803
Adjusted EBITDA		$	3,587			$	3,176			$	10,160			$	8,097

Three months ended September 30, 2026 compared to three months ended September 30, 2025

Adjusted EBITDA increased $411 from $3,176 for the three months ended September 30, 2025 to $3,587 for the three months ended September 30, 2026 primarily due to higher revenues and improved gross margin partially offset by higher general and administrative expenses.

Nine months ended September 30, 2026 compared to nine months ended September 30, 2025

Adjusted EBITDA increased $2,063 from $8,097 for the nine months ended September 30, 2025 to $10,160 for the nine months ended September 30, 2026 primarily due to higher revenues and improved operating leverage.

Liquidity and Capital Resources

Overview

Liquidity refers to our ability to access sufficient sources of cash to meet the requirements of our operating, investing and financing activities.

Capital refers to our long-term financial resources available to support business operations and future growth.

Our ability to generate and maintain sufficient liquidity and capital depends on the profitability of the business, timing of cash flows, general economic conditions and access to the capital markets and the other sources of liquidity and capital described herein.

As of September 30, 2026 and December 31, 2025, Cash and cash equivalents were $97,495 and $20,891, respectively.

Cash Flow Activity

The following table presents the cash flow activity for the periods indicated:

		Nine Months Ended September 30,
(in thousands)		2026				2025
Cash and cash equivalents, beginning of period		$	20,891			$	12,641
Cash provided by operating activities			8,214				7,979
Cash used in investing activities			(3,486	)			(2,205	)
Cash provided by (used in) financing activities			71,876				(86	)
Net change in cash and cash equivalents			76,604				5,688
Cash and cash equivalents, end of period		$	97,495			$	18,329

28

Table of Contents

Operating Activities

Cash provided by operating activities was $8,214 for the nine months ended September 30, 2026 compared to cash provided by operating activities of $7,979 for the nine months ended September 30, 2025, an increase of $235, primarily due to the following:

• Higher net income;

• Higher non-cash adjustments, including:

◦ Stock-based compensation increased $1,690 from $803 for the nine months ended September 30, 2025 to $2,493 for the nine months ended September 30, 2026; and

• Working capital movements, including:

◦ Accounts receivable, which increased $2,297 for the nine months ended September 30, 2026 compared to a decrease of $614 for the nine months ended September 30, 2025, reflecting the timing and mix of customer orders;

◦ Inventories, net, which increased $1,573 for the nine months ended September 30, 2026 compared to a decrease of $234 for the nine months ended September 30, 2025, supporting anticipated growth in future sales;

◦ Prepaid expenses and other assets, which decreased $18 for the nine months ended September 30, 2026 compared to an increase of $311 for the nine months ended September 30, 2025, reflecting higher amounts receivable from a related party (see Note 5 - Related Party Transactions) and the timing of estimated income tax payments; and

◦ Accounts payable, accrued compensation and other expenses, and other liabilities, which increased $1,483 for the nine months ended September 30, 2026 compared to a decrease of $238 for the nine months ended September 30, 2025, reflecting the timing of payment for purchased equipment, purchases of raw materials, the timing of pay periods relative to quarter end, income tax and property tax accruals, and customer deposits.

Our working capital metrics and ratios were as follows:

(in thousands)		September 30, 2026				December 31, 2025
Current assets		$	120,229			$	61,217
Less: Current liabilities			6,366				4,891
Working capital		$	113,863			$	56,326
Current ratio			18.9				12.5

Management continues to focus on efficiently managing working capital requirements to match operating activity levels and will seek to deploy the Company’s working capital where it will generate the greatest returns.

Investing Activities

Cash used in investing activities was $3,486 for the nine months ended September 30, 2026 compared to cash used in investing activities of $2,205 for the nine months ended September 30, 2025, an increase of $1,281, primarily due to the timing of capital projects, where delivery is expected at a future date, as well as the purchase of short-term investments and other investments.

Financing Activities

Cash provided by financing activities was $71,876 for the nine months ended September 30, 2026 compared to cash used in financing activities of $86 for the nine months ended September 30, 2025, an increase of $71,962, primarily due to $27.7 million from the settlement of warrants in January 2026 and $41.8 million from the completion of the subscription rights offering in April 2026.

Capital Resources

We believe that existing cash and cash equivalents, equity securities and cash generated from operations will provide sufficient liquidity to meet our ongoing working capital and capital expenditure requirements for the next 12 months from the date of this filing. At various times throughout the year and as of September 30, 2026 and December 31, 2025, some deposits held at financial institutions were in excess of federally insured limits. The Company has not experienced any losses related to these balances.

Our Board of Directors has adhered to a practice of not paying cash dividends. This policy takes into account our long-term growth objectives, including our anticipated investments for organic growth, potential acquisitions and stockholders' desire for capital appreciation of their holdings.

29

Table of Contents

Revolving Line of Credit

On December 31, 2025, we entered into an amended and restated credit agreement (the "Credit Agreement") with Fifth Third Bank, National Association ("Fifth Third Bank"), replacing our prior credit facility with Fifth Third Bank (the "Previous Credit Agreement"). The Credit Agreement provides for a $10.0 million revolving credit facility (the "Revolving Facility") and a $10.0 million delayed draw term loan facility (the "Delayed Draw Facility"). Borrowings under the Revolving Facility and the Delayed Draw Facility bear interest at a rate based on the Secured Overnight Financing Rate ("SOFR") plus a margin ranging from 2.00% to 3.00%, determined by the Company's leverage ratio, with a SOFR floor of 0.00%. The Company will pay a fee on the average unused daily amount of the facilities at a rate ranging from 0.20% and 0.30%, determined by the Company's leverage ratio. Amounts outstanding under the Revolving Facility are due at maturity on December 31, 2028, and advances under the Delayed Draw Facility are available for a period of 36 months from the date of the Credit Agreement, with each advance maturing 36 months after funding and subject to quarterly amortization requirements. The Credit Agreement contains various affirmative and negative covenants that are customary for transactions of this type, including limitations on the incurrence of debt and liabilities, as well as financial reporting requirements. The Credit Agreement also imposes certain financial covenants based on the following criteria: (a) Leverage Ratio and (b) Fixed Charge Coverage Ratio (each as defined in the Credit Agreement). All loans pursuant to the Credit Agreement are secured by a first-priority lien on substantially all of the personal property of the Company. See Note 7 - Revolving Credit Agreement to the Condensed Consolidated Financial Statements included in Item 1. Financial Information of this Quarterly Report on Form 10-Q for details of the Credit Agreement.

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to adopt accounting policies related to estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, management evaluates its accounting policies, estimates and judgments, including those related to income taxes and inventories. Management bases its estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

There have been no material changes to the critical accounting estimates disclosed in our Annual Report on Form 10-K, as filed with the SEC on March 26, 2026.

30

Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of September 30, 2026 was conducted under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures, as of September 30, 2026, were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

31

Table of Contents

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, we may become subject to litigation or claims. We are not aware of any material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we or any of our subsidiaries are a party or to which our or their properties are subject.

Item 1A. Risk Factors

For a discussion of the Company's potential risks and uncertainties, refer to Part I, Item 1A. Risk Factors in the 2025 Annual Report and to Trends and Uncertainties in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2. of this Quarterly Report on Form 10-Q. Other than the matters described in those sections and general economic conditions affecting our industry, we are not aware of any additional material trends or uncertainties that may reasonably be expected to have a material impact, favorable or unfavorable, on our revenues or income.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended September 30, 2026, none of our directors or officers, as defined in Section 16 of the Exchange Act, adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K of the Exchange Act.

32

Table of Contents

 

Item 6. Exhibits

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026 (and are numbered in accordance with Item 601 of Regulation S-K):

Incorporated by Reference

Exhibit No.

Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

2.

Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession.

2.1

Amended and Restated Separation and Distribution Agreement by and between The LGL Group, Inc. and M-tron Industries, Inc.

10

001-41391

2.1

August 19, 2022

3.

Articles of Incorporation and Bylaws.

3.1

Amended and Restated Certificate of Incorporation of M-tron Industries, Inc.

10

001-41391

3.1

August 3, 2022

3.2

Amended and Restated Bylaws of M-tron Industries, Inc.

10

001-41391

3.2

August 3, 2022

31.1

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

X

31.2

Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

X

32.1

Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

X

32.2

Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

X

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

X

101.SCH

Inline XBRL Taxonomy Extension Schema Document

X

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

X

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

X

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

X

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

X

104

The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101

X

* In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

33

Table of Contents

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 thereunto duly authorized.

		M-TRON INDUSTRIES, INC.
		(Registrant)
Date:          November 12, 2026		By:	/s/ Cameron Pforr
			Cameron Pforr
			Chief Executive Officer (Principal Executive Officer)
Date:          November 12, 2026		By:	/s/ Cameron Pforr
			Cameron Pforr
			Chief Financial Officer (Principal Financial Officer)

34