M-tron Industries (NYSE: MPTI) plans $42.7M rights offering to fund growth

Rhea-AI Filing Summary

M-tron Industries is launching a transferable subscription rights offering to its common shareholders of record as of March 27, 2026. Each share held on the record date gets one right, and five rights can be exercised to buy one new share at a 10–12% discount to the five-day volume-weighted average price ending on the record date. The rights are expected to trade on NYSE American under the symbol “MPTI RT” from March 31, 2026 through April 13, 2026 and are currently expected to expire at 5:00 p.m. Eastern Time on April 15, 2026, unless extended. Shareholders who fully exercise their basic rights may request additional shares through an oversubscription privilege, subject to proration. If fully subscribed, the company expects to raise approximately $42.7 million, with proceeds available for potential acquisitions, strategic investments (including a strategic RF fund), and general corporate purposes such as working capital, capital expenditures, and debt repayment or refinancing.

Insights

Capital markets and corporate finance analyst

M-tron plans a sizable, potentially dilutive rights issue to fund growth.

M-tron Industries is using a transferable rights offering, giving existing shareholders the option to buy new shares at a 10–12% discount to a five-day VWAP. Five rights purchase one share, and fully participating holders can request extra shares via oversubscription.

If fully subscribed, the company estimates $42.7 million in gross proceeds. Management highlights uses including potential acquisitions, strategic RF investments, and general corporate needs. Actual dilution and cash raised will depend on shareholder take-up and any oversubscription allocations.

The rights are expected to trade on NYSE American as “MPTI RT” from March 31, 2026 to April 13, 2026, with the offer expiring at 5:00 p.m. Eastern on April 15, 2026, unless extended. Subsequent filings and the prospectus supplement will provide detailed terms and risk factors.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 18, 2026

M-tron Industries, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-41391	46-0457994
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2525 Shader Road, Orlando, FL		32804
(Address of Principal Executive Offices)		(Zip Code)

(407) 298-2000

Registrant’s Telephone Number, Including Area Code:

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01		MPTI		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure

On March 18, 2026, M-tron Industries, Inc. ("Mtron" or the "Company") issued a press release to announce the commencement of a subscription rights offering (the "Rights Offering"), which is described in Item 8.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information in this Item 7.01 of this Current Report on, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information in this Item 7.01 and Exhibit 99.1 shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. The description of the Rights Offering in Item 8.01 is only a summary and is qualified in its entirety by reference to the press release. 

Item 8.01. Other Events

On March 17, 2026, the Board of Directors of the Company approved the commencement of the "Rights Offering to purchase shares of its common stock, par value $0.01 per share (the "Common Stock") to its existing shareholders of record of the Common Stock as of the close of business on March 27, 2026 (the "Record Date").

Each holder of the Common Stock as of the Record Date will receive one (1) subscription right for each share of Common Stock owned (the "Rights"). Five (5) Rights will entitle their holder to purchase one (1) share of Common Stock at a subscription price that is at a 10-12% discount to the average of the daily volume-weighted average prices of the Company's Common Stock for the five (5) trading days ending on and including the Record Date. The Rights Offering will expire at 5:00 p.m., Eastern Time, on April 15, 2026, unless extended by the Company. The Rights are expected to be issued on or around March 30, 2026, and the Company intends to apply the Rights for listing the NYSE American on or around such date, subject to NYSE American approval.

Each Rights holder who is a shareholder of record as of the Record Date who fully exercise their basic subscription privilege will be entitled to subscribe for additional shares of Common Stock pursuant to an oversubscription privilege, subject to availability and proration. Rights acquired in the secondary market may not participate in the oversubscription privilege.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A Form 8-A registration statement and prospectus supplement describing the terms of the Rights and the shares of Common Stock issuable upon exercise thereof will be filed with the Securities and Exchange Commission (the "SEC") and will be available on the SEC's website located at http://www.sec.gov. Holders of Common Stock should read the prospectus supplement carefully, including the Risk Factors section included and incorporated by reference therein. This communication contains a general summary of the Rights. Please read the rights agreement when it becomes available as it will contain important information about the terms of the Rights.

Forward-Looking Statements

This communication contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements in this communication which are not historical facts are forward-looking statements, including statements of expectations of or assumptions about the Company’s financial and operational performance, revenues, earnings per share, cash flow or use, cost savings and operational efficiencies. The words "anticipate," "assume," "believe," "budget," "estimate," "expect," "forecast," "intend," "plan," "project," "will," and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are based on assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions, expected future developments, and other factors that the Company believes are appropriate under the circumstances. All forward-looking statements involve a number of known and unknown risks and uncertainties which could affect the Company’s actual results and performance and could cause its actual results and performance to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company. Additionally, there can be no guarantee that any stockholder of the Company will exercise the Rights held by such stockholder, and as a result there can be no guarantee that the Company will derive the benefits of the transaction described in this communication. Further information regarding the important factors that could cause actual results to differ from projected results can be found in the Company’s reports filed with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, its Quarterly Reports on Form 10-Q, and its other filings with the SEC. Forward-looking statements are not guarantees of future performance and actual results or performance may be materially different from those expressed or implied in the forward-looking statements. The forward-looking statements in this communication speak as of the date of this communication. The forward-looking statements contained in this communication reflect management’s estimates and beliefs as of the date of this communication. The Company does not undertake to update these forward-looking statements.

Item 9.01. Financial Statements and Exhibits

(d)         Exhibits

Exhibit No.	Description
99.1	Press Release of M-tron Industries, Inc. dated March 18, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	M-TRON INDUSTRIES, INC.
	(Registrant)
Date: March 18, 2026	By:	/s/ Cameron Pforr
		Name:	Cameron Pforr
		Title:	Chief Executive Officer and Chief Financial Officer

Exhibit 99.1

M-tron Industries, Inc. Announces Subscription Rights Offering to Address Rapid Changes in US Defense Sector

ORLANDO, FL (March 18, 2026) – M-tron Industries, Inc. (NYSE American: MPTI) ("Mtron" or the "Company"), a leading provider of high-performance radio frequency ("RF") components and solutions for the aerospace and defense sector, today announced an offering of subscription rights to raise capital, enhancing its financial flexibility and positioning the company to pursue these rapid changes in the defense sector. With global conflicts increasing in frequency and the dramatic shift in warfare toward more agile, software-centric systems that rely heavily on control of the electromagnetic spectrum, electronic defense players like Mtron are playing a greater role in supplying joint forces. The U.S. Department of War is upending the procurement process to rapidly increase production of critical systems and pushing for the creation and support of more nimble players.

Mtron seeks to raise capital to provide management with flexibility in addressing these opportunities. The proceeds will support:

• accretive acquisitions;

• the ability to perform carve-outs and other forms of financial engineering with larger entities;

• transactions of scale;

• pursue strategic investments; and

• expansion of internal capabilities and capacity to align with meet market demand trends.

The subscription rights (the "Rights") are being issued with the following features:

• Record date of 5:00 p.m. Eastern Time on March 27, 2026;

• Rights will trade on NYSE American under symbol "MPTI RT" and are transferable;

• Begin regular-way trading on March 31, 2026, and cease trading at market close on April 13, 2026;

• Rights will expire on April 15, 2026 at 5:00 p.m. Eastern Time; and

• Rights, if fully subscribed, will raise approximately $42.7 million.

The Company’s Board of Directors today announced its intention to distribute transferable subscription rights to holders of record of the Company’s common stock, par value $0.01 per share ("Common Stock"), which entitles stockholders one (1) subscription right for each share of Common Stock (the "Rights Offering"). Five (5) Rights can be exercised to purchase one (1) share of Common Stock at a subscription price that has yet to be determined but is anticipated to be at a 10-12% discount to the average of the daily volume-weighted average prices of the Company’s Common Stock for the five (5) trading days ending on and including the record date. The record date for the Rights Offering is 5:00 p.m. Eastern Time on March 27, 2026 (the "Record Date"). The Rights Offering is being conducted to support the Company’s efforts to continue to increase earnings and shareholder return. Proceeds from the Rights Offering may be used for potential acquisitions, strategic investments, investment in a strategic RF fund, and/or general corporate purposes, which may include working capital, capital expenditures and repayment or refinancing of outstanding indebtedness, if any.

Each Rights holder who is a shareholder of record as of the Record Date who exercise their full basic subscription rights may also subscribe for any shares of Common Stock that remain unsubscribed at the expiration of the Rights Offering, subject to certain limitations (the "oversubscription privilege"). If the aggregate subscriptions (basic subscriptions plus oversubscriptions) exceed the amount offered in the Rights Offering, then the aggregate oversubscription amount will be pro-rated among the Company stockholders exercising their respective oversubscription privileges based on the number of shares of Common Stock each Rights holder requested in the oversubscription privilege. Rights acquired in the secondary market may not participate in the oversubscription privilege.

Assuming the Rights Offering is fully subscribed, the Company currently expects the gross proceeds of the offering to be approximately $42.7 million.

Trading in the Rights on NYSE American is expected to begin on a "regular way" basis on March 31, 2026, under the symbol "MPTI RT" and continue until the close of trading on NYSE American on April 13, 2026 (or, if the Rights Offering is extended, on the business day immediately prior to the extended expiration date). The Rights Offering is currently expected to commence promptly after the Record Date and expire at 5:00 p.m., Eastern Time, on April 15, 2026, unless extended by the Company.

Rights holders may exercise their Rights under the terms of a rights agreement and rights certificate that are expected to be filed with the Securities and Exchange Commission (the "SEC") on or about March 30, 2026. The Company expects to file with the SEC a prospectus supplement under its existing shelf registration statement on Form S-3, registering the subscription rights and the shares of Common Stock underlying the subscription rights.

Forward-Looking Statements

This press release contains "forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements in this press release which are not historical facts are forward-looking statements, including statements of expectations of or assumptions about the Company’s financial and operational performance, revenues, earnings per share, cash flow or use, cost savings and operational efficiencies. The words "anticipate," "assume," "believe," "budget," "estimate," "expect," "forecast," "intend," "plan," "project," "will," and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are based on assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions, expected future developments, and other factors that the Company believes are appropriate under the circumstances. All forward-looking statements involve a number of known and unknown risks and uncertainties which could affect the Company’s actual results and performance and could cause its actual results and performance to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company. Additionally, there can be no guarantee that any stockholder of the Company will exercise the rights offering held by such stockholder, and as a result there can be no guarantee that the Company will derive the benefits of the transaction described in this press release. Further information regarding the important factors that could cause actual results to differ from projected results can be found in the Company’s reports filed with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, its Quarterly Reports on Form 10-Q, and its other filings with the SEC. Forward-looking statements are not guarantees of future performance and actual results or performance may be materially different from those expressed or implied in the forward-looking statements. The forward-looking statements in this press release speak as of the date of this press release. The forward-looking statements contained in this press release reflect management’s estimates and beliefs as of the date of this press release. The Company does not undertake to update these forward-looking statements.

No Offer or Solicitation

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A Form 8-A registration statement and prospectus supplement describing the terms of the Rights Offering and the shares of Common Stock issuable upon exercise thereof will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Holders of the Common Stock should read the prospectus supplement carefully, including the Risk Factors section included and incorporated by reference therein. This press release contains a general summary of the Rights Offering. Please read the prospectus supplement, rights agreement and other materials that the Company files with the SEC when they become available as they will contain important information about the terms of the Rights Offering.

About Mtron

M-tron Industries, Inc. (NYSE American: MPTI) designs, manufactures, and markets highly engineered, high reliability frequency and spectrum control products and solutions. As an engineering-centric company, Mtron provides close support to its customers throughout our products' entire life cycle, including product design, prototyping, production, and subsequent product upgrades. Mtron has design and manufacturing facilities in Orlando, Florida, and Yankton, South Dakota, a sales office in Hong Kong, and a manufacturing facility in Noida, India. For more information, please visit www.mtron.com.

###

M-tron Industries, Inc. Investor Relations

ir@mtron.com

Cameron Pforr

Chief Executive Officer

FAQ

What is M-tron Industries (MPTI) announcing in this 8-K?

M-tron Industries is launching a transferable subscription rights offering for existing common shareholders. Each holder on March 27, 2026 receives rights to buy new shares at a discount, with potential gross proceeds of approximately $42.7 million if the offering is fully subscribed.

How does the MPTI subscription rights offering work for existing shareholders?

Each share of M-tron common stock held at the March 27, 2026 record date receives one right. Five rights allow purchase of one new share at a 10–12% discount to the five-day volume-weighted average price ending on the record date, with an additional oversubscription privilege.

What are the key dates for the M-tron (MPTI) rights offering?

The record date is 5:00 p.m. Eastern on March 27, 2026. Rights trading on NYSE American as “MPTI RT” is expected from March 31, 2026 through April 13, 2026. The rights offering is currently expected to expire at 5:00 p.m. Eastern on April 15, 2026, unless extended.

How much capital could M-tron Industries raise from the rights offering?

If the rights offering is fully subscribed, M-tron Industries currently expects gross proceeds of approximately $42.7 million. The actual amount raised will depend on how many shareholders exercise their basic subscription rights and any additional oversubscription requests.

How will M-tron (MPTI) use the proceeds from the rights offering?

M-tron may use proceeds for potential acquisitions, strategic investments, and participation in a strategic RF fund. Additional uses include general corporate purposes such as working capital, capital expenditures, and possible repayment or refinancing of outstanding indebtedness, if any.

Can MPTI rights holders buy more shares than their basic allocation?

Shareholders of record who fully exercise their basic rights can request additional shares through an oversubscription privilege. If total basic and oversubscription requests exceed the amount offered, oversubscription shares will be prorated based on the number of shares requested by participating holders.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 PRESS RELEASE 22.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB