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:
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).
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. ☐
On November 12, 2026, M-tron Industries, Inc. ("Mtron" or the "Company") reported its financial results for the three and nine months ended September 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in this Current Report on Form 8-K, including the exhibits hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any future filings by the Company under the Securities Act of 1933, as amended, or under the Exchange Act, unless the Company expressly sets forth in such future filing that such information is to be considered "filed" or incorporated by reference therein.
Management, including Mtron's Chief Executive Officer, Cameron Pforr, will host a conference call with the investment community on Thursday November 12, 2026, to discuss the Company's third quarter 2026 results and to answer investor questions.
The call will begin at 4:30 pm Eastern Time (U.S. and Canada) on Thursday November 12, 2026, and can be accessed using the dial-in details below:
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.
Exhibit 99.1
M-tron Industries, Inc. Reports Third Quarter 2026 Results
| • | Revenues increased 11.1% to $15.7 million for the three months ended September 30, 2026 compared to $14.2 million for the three months ended September 30, 2025 |
| • | Gross margin increased 20 basis points to 44.5% for the three months ended September 30, 2026 compared to 44.3% for the three months ended September 30, 2025 |
| • | Net income increased 66.4% to $3.0 million for the three months ended September 30, 2026 compared to $1.8 million for the three months ended September 30, 2025 |
| • | Net income per diluted share increased 16.7% to $0.70 for the three months ended September 30, 2026 compared to $0.60 for the three months ended September 30, 2025 |
| • | Backlog was $84.9 million as of September 30, 2026 compared to $76.4 million as of December 31, 2025 |
ORLANDO, Florida (November 12, 2026) — M-tron Industries, Inc. (NYSE American: MPTI) ("Mtron" or the "Company"), a U.S.-based designer and manufacturer of highly-engineered electronic components and solutions for the aerospace and defense, avionics, and space industries, announced financial results for the three and nine months ended September 30, 2026.
"Our third quarter results reflect the continued strength of demand across our defense and aerospace markets," said Cameron Pforr, Mtron Chief Executive Officer. "Revenue increased 11% compared to the third quarter of last year, and we expanded gross margin by 20 basis points. We are continuing to invest in our team and capabilities to support the growth opportunities we see ahead."
| | Three Months Ended September 30, | | | | | | Nine Months Ended September 30, | | | | |
(in thousands, except share data) | | 2026 | | 2025 | | % Change | | 2026 | | 2025 | | % Change |
U.S. GAAP Financial Measures |
Revenues | | $ | 15,741 | | | $ | 14,170 | | | | 11.1 | % | | $ | 45,536 | | | $ | 40,184 | | | | 13.3 | % |
Gross margin | | | 44.5 | % | | | 44.3 | % | | | 20 bps | | | | 43.5 | % | | | 43.5 | % | | | — | |
Net income | | $ | 3,049 | | | $ | 1,832 | | | | 66.4 | % | | $ | 7,307 | | | $ | 5,022 | | | | 45.5 | % |
Net income per diluted share | | $ | 0.70 | | | $ | 0.60 | | | | 16.7 | % | | $ | 1.79 | | | $ | 1.64 | | | | 9.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Non-GAAP Financial Measures
(a) |
Adjusted EBITDA | | $ | 3,587 | | | $ | 3,176 | | | | 12.9 | % | | $ | 10,160 | | | $ | 8,097 | | | | 25.5 | % |
(a) | A reconciliation of non-GAAP financial measures to the most comparable GAAP measure is provided at the end of this press release. |
Results from Operations
Third Quarter 2026
Revenue was $15.7 million for the three months ended September 30, 2026 compared with $14.2 million for the three months ended September 30, 2025. The increase was primarily due to strong growth in aerospace and defense, avionics, and space product shipments.
Gross margin was 44.5% for the three months ended September 30, 2026 compared with 44.3% for the three months ended September 30, 2025. The increase was primarily due to product mix.
Net income was $3.0 million, or $0.70 per diluted share, for the three months ended September 30, 2026 compared with $1.8 million, or $0.60 per diluted share, for the three months ended September 30, 2025. The increase was primarily due to the increase in gross margin discussed above and higher interest income earned on investments in money market mutual funds driven by higher balances invested.
The increase was partially offset by higher engineering, selling and administrative expenses 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.
Adjusted EBITDA was $3.6 million for the three months ended September 30, 2026 compared with $3.2 million for the three months ended September 30, 2025. The slight increase was primarily due to higher revenues and gross profit partially offset by higher general and administrative expenses.
Fiscal Year to Date 2026
Revenue was $45.5 million for the nine months ended September 30, 2026 compared with $40.2 million for the nine months ended September 30, 2025. The 13.3% increase was primarily due to continued strong aerospace and defense and avionics product shipments.
Net income was $7.3 million, or $1.79 per diluted share, for the nine months ended September 30, 2026 compared with $5.0 million, or $1.64 per diluted share, for the nine months ended September 30, 2025. The increase was primarily due to higher revenues and gross profit as well as higher interest income earned partially offset by higher engineering, selling and administrative expenses driven by 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.
Adjusted EBITDA was $10.2 million for the nine months ended September 30, 2026 compared with $8.1 million for the nine months ended September 30, 2025. The increase was primarily due to higher revenues and improved operating leverage.
Backlog
Backlog was $84.9 million as of September 30, 2026, an increase of 44.3% from $58.8 million as of September 30, 2025 and 11.0% from $76.4 million as of December 31, 2025. The increase in backlog reflects broad demand for our products including continued purchasing under several large aerospace and defense programs, the initiation of orders for new aerospace and defense programs, and a recent uptick in space industry orders.
Earnings Call
Management, including Mr. Pforr, will host a conference call with the investment community on Thursday November 12, 2026, to discuss the Company's third quarter 2026 results and to respond to investor questions.
The call will begin at 4:30 p.m. Eastern Time (U.S. and Canada) on Thursday November 12, 2026, and can be accessed using the dial-in details below:
Toll-Free Dial-in Number: | +1 833 461 5787 |
Toll Dial-in Number: | +1 585 542 9983 |
Conference ID: | 720 204 250 |
Webcast URL: | https://events.q4inc.com/attendee/720204250 |
An archive will be available after the call on the Investor Relations section of Mtron's website at ir.mtron.com, along with Mtron's earnings release.
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, visit www.mtron.com.
Cautionary Note Concerning Forward-Looking Statements
This press release includes 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, such as those pertaining to the Company’s financial condition, results of operations, business strategy and financial needs. All statements other than statements of current or historical fact contained in this press release are forward-looking statements. The words "believe," "expect," "anticipate," "should," "plan," "will," "may," "could," "intend," "estimate," "predict," "potential," "continue" or the negative of these terms and similar expressions, as they relate to Mtron, are intended to identify forward-looking statements.
These forward-looking statements are largely based on current expectations and projections about future events and financial trends that may affect the financial condition, results of operations, business strategy and financial needs of the Company. They can be affected by inaccurate assumptions, including the risks, uncertainties and assumptions described in the filings made by Mtron with the Securities and Exchange Commission ("SEC"), including those risks set forth under the heading "Risk Factors" in the Company’s Annual Report on Form 10-K as filed with the SEC on March 26, 2026. In light of these risks, uncertainties and assumptions, the forward-looking statements in this press release may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. When you consider these forward-looking statements, you should keep in mind these risk factors and other cautionary statements in this press release.
These forward-looking statements speak only as of the date of this press release. Mtron undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
###
Contact:
M-tron Industries, Inc. Investor Relations
ir@mtron.com
Cameron Pforr
Chief Executive Officer
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: | | | | | | | | | | | | | | | | |
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 | |
M-tron Industries, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands) | | 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: | | | | | | | | |
Total current liabilities | | | 6,366 | | | | 4,891 | |
Non-current liabilities | | | 113 | | | | 277 | |
Total liabilities | | | 6,479 | | | | 5,168 | |
| | | | | | | | |
Total stockholders' equity | | | 122,556 | | | | 63,215 | |
Total liabilities and stockholders' equity | | $ | 129,035 | | | $ | 68,383 | |
Non-GAAP Financial Measures
Throughout this press release, including the results from operations, 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 reconciliations of such measures to the most comparable GAAP measures in accordance with Regulation G are included within the relevant tables attached to this press release. 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 EBITDA is derived by excluding the items set forth below from Income before income taxes. Excluded items include the following:
| • | 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 |
Reconciliation of GAAP Income Before Income Taxes to Non-GAAP Adjusted EBITDA
| | 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 | |