M-tron Industries (NYSE: MPTI) unveils discounted transferable rights offer

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

M-tron Industries, Inc. is conducting a transferable rights offering for up to 713,362 shares of its common stock. Stockholders of record as of 5:00 p.m. New York City time on March 27, 2026 receive one right for each share held, and five rights allow the purchase of one new share at a subscription price of $59.00 per share, described as an approximate 12% discount to the five-day average volume-weighted price ending on the record date.

The subscription period runs from March 31, 2026 until 5:00 p.m. New York City time on April 15, 2026, and the rights are transferable and listed for trading on the NYSE under the symbol “MPTI RT.” Stockholders who fully exercise their basic subscription may request additional shares through an oversubscription privilege, subject to availability and proration.

Insights

M-tron is raising equity via a discounted, tradable rights offering.

M-tron Industries is offering up to 713,362 new common shares through transferable subscription rights granted to existing stockholders. Each holder receives one right per share owned on March 27, 2026, and five rights buy one new share.

The subscription price is $59.00 per share, at an indicated ~12% discount to the five-day average volume-weighted price ending on the record date. Rights trade under “MPTI RT,” giving holders flexibility to exercise or sell. Any unsubscribed shares can be reallocated via an oversubscription privilege, with allocation determined by prospectus terms.

The overall effect depends on how many holders exercise or trade their rights, which will influence final share issuance and dilution. Key mechanics and timing are defined in the prospectus supplement dated March 30, 2026 and the subscription period ending at 5:00 p.m. New York City time on April 15, 2026.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Maximum shares offered: 713,362 shares Subscription price: $59.00 per share Rights-to-share ratio: 5 rights : 1 share +5 more

8 metrics

Maximum shares offered 713,362 shares Common stock issuable upon exercise of transferable rights

Subscription price $59.00 per share Price for shares purchased through the rights offering

Rights-to-share ratio 5 rights : 1 share Five rights entitle purchase of one new common share

Discount to VWAP approx. 12% Discount to five-day average volume-weighted price ending on record date

Record date March 27, 2026 5:00 p.m. New York City time for determining stockholder rights

Subscription period start March 31, 2026 Commencement of rights subscription period

Expiration time April 15, 2026, 5:00 p.m. Scheduled end of rights offering, New York City time

Rights trading symbol MPTI RT Transferable rights listed on the New York Stock Exchange

Key Terms

Rights Offering, Basic Subscription, Oversubscription Privilege, Notice of Guaranteed Delivery, +1 more

5 terms

Rights Offering financial

"the offering (the “Rights Offering”) by M-tron Industries, Inc."

A rights offering is a way for a company to raise additional money by giving existing shareholders the opportunity to buy more shares at a discounted price before they are offered to the public. It’s similar to a special sale where current owners get the first chance to buy extra items at a lower cost, allowing them to increase their investment if they choose. This process matters to investors because it can affect the value of their holdings and their ability to buy new shares at favorable terms.

Basic Subscription financial

"Five (5) Rights entitle a Rights Holder to purchase one (1) new share of Common Stock, which is referred to as the “Basic Subscription.”"

Oversubscription Privilege financial

"We refer to these oversubscription privileges as the “Oversubscription Privilege.”"

An oversubscription privilege is an option offered to existing shareholders during a rights offering that lets them request extra shares beyond their initial allotment if other shareholders don’t take theirs. Think of it like being allowed to buy extra concert tickets if some fans return theirs; it gives investors a chance to maintain or increase their ownership, avoid dilution, and potentially buy shares at a set price before the wider market can.

Notice of Guaranteed Delivery regulatory

"FORM OF NOTICE OF GUARANTEED DELIVERY RELATING TO SHARES SUBSCRIBED FOR"

A notice of guaranteed delivery is a short, written promise used when investors want to sell shares in a tender offer but cannot deliver the physical or electronic share certificates by the offer deadline. It acts like a post-dated IOU: the seller guarantees they will provide the required documents within a short, specified window while still qualifying for the offer’s price and terms. For investors this preserves their right to participate in a deal while giving extra time to complete paperwork, but it also creates a reliance on timely follow-through to receive payment.

Eligible Guarantor Institution regulatory

"The Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended)"

Understanding 8-K Material Events →

03/30/2026 - 09:05 AM

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 30, 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 8.01.

Other Events

On March 18, 2026, M-tron Industries, Inc., a Delaware corporation (the "Company"), announced that its Board of Directors approved an offering of transferable subscription rights (the "Rights Offering"). The Rights Offering is being made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-284635) (the "Registration Statement"), the prospectus forming a part of the Registration Statement and the prospectus supplement relating the Rights Offering (the "Prospectus Supplement"), which was filed with the Securities and Exchange Commission (the "SEC") on March 30, 2026.

Copies of the prospectus and the related prospectus supplement will be mailed to all stockholders of record as of 5:00 p.m., New York City time, March 27, 2026 (the "Record Date"), on or about April 1, 2026, and can also be accessed through the SEC’s website at www.sec.gov or be obtained from the information agent, Georgeson LLC, by calling (866) 539-6575 (toll-free and broker-dealers and nominees). Additional information regarding the Rights Offering is set forth in the prospectus and the related prospectus supplement.

In connection with the Rights Offering, the Company is filing certain ancillary documents as Exhibits 4.1, 4.2, 5.1, 99.1, and 99.2 to this Current Report on Form 8-K for the purpose of incorporating such items by reference as exhibits to the Registration Statement.

No Offer or Solicitation

This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the securities described above, and shall not constitute an offer, solicitation or sale, nor shall there be any sale of such securities of the Company in any state or other 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 other jurisdiction.

Forward-Looking Statements

This Current Report on Form 8-K 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 subscription 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 Current Report on Form 8-K. 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, 2025, 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 Current Report on Form 8-K speak as of the date of this report. The forward-looking statements contained in this Current Report on Form 8-K reflect management’s estimates and beliefs as of the date of this report. The Company does not undertake to update these forward-looking statements.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description

4.1	Specimen Certificate for Subscription Rights.
4.2	Instructions for use of Subscription Right Certificate.
5.1	Opinion of Barnes & Thornburg LLP.
23.1	Consent of Barnes & Thornburg, LLP (included in Exhibit 5.1).
99.1	Form of Notice to Stockholders who are Acting as Nominees.
99.2	Form of Notice of Guaranteed Delivery.
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 30, 2026	By:	/s/ Cameron Pforr
		Name:	Cameron Pforr
		Title:	Chief Executive Officer and Chief Financial Officer

Exhibit 99.1

M-TRON INDUSTRIES, INC.

FORM OF NOTICE TO STOCKHOLDERS WHO ARE ACTING AS NOMINEES

Up to 713,362 Shares of Common Stock Issuable Upon Exercise of Transferable Rights

This letter is being distributed to broker dealers, trust companies, banks and other nominees in connection with the offering (the “Rights Offering”) by M-tron Industries, Inc. (the “Company”) of transferable rights to subscribe for shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), by holders of record of the Company’s Common Stock (collectively, the “Record Date Stockholders”) as of 5:00 p.m., New York City time, on March 27, 2026 (the “Record Date”).

Pursuant to the Rights Offering, the Company is issuing rights (the “Rights”) to subscribe for up to 713,362 shares of its Common Stock, on the terms and subject to the conditions described in the Company’s prospectus supplement relating to the Rights Offering dated March 30, 2026, together with the base prospectus dated February 11, 2025, forming a part of the Company’s effective Registration Statement on Form S-3 (together, the “Prospectus”). The Rights may be exercised by holders thereof (the “Rights Holders”) at any time during the subscription period, which commences on March 31, 2026. The Rights Offering will expire at 5:00 p.m., New York City time, on April 15, 2026, unless extended by the Company in its sole discretion (as it may be extended, the “Expiration Time”). The Rights are transferable and will be listed for trading on The New York Stock Exchange under the symbol “MPTI RT” until the Expiration Time.

As described in the Prospectus, Record Date Stockholders will receive one Right for each share of Common Stock held by such holder as of the Record Date. Five (5) Rights entitle a Rights Holder to purchase one (1) new share of Common Stock, which is referred to as the “Basic Subscription.” The subscription price per share of $59.00, which is equal to an approximate 12% discount to the average volume weighted average price of the Common Stock over the five (5) trading day period ending on and including the Record Date.

If any shares of Common Stock available for purchase in the Rights Offering are not subscribed for by Rights Holders pursuant to the Basic Subscription (the “Remaining Shares”), a Rights Holder who was a Record Date Stockholder that has exercised fully its Rights pursuant to the Basic Subscription may subscribe for any Remaining Shares that are not otherwise subscribed for by Rights Holders, on the terms and subject to the conditions set forth in the Prospectus, including as to proration. We refer to these oversubscription privileges as the “Oversubscription Privilege.”

The Rights are evidenced by a subscription certificate registered in your name or the name of your nominee. Each beneficial owner of shares of the Company’s Common Stock registered in your name or the name of your nominee on the Rights Distribution Record Date is entitled to one Right for every share of Common Stock held as of the Record Date.

We are asking persons who held shares of Company’s Common Stock beneficially, and who received the Rights distributable with respect to those shares through a broker dealer, trust company, bank or other nominee, to contact the appropriate institution or nominee and request it to effect the transactions for them.

If you exercise the Oversubscription Privilege on behalf of beneficial owners of Rights, you will be required to certify to the Subscription Agent and the Company, in connection with the exercise of the Oversubscription Privilege, as to the number of shares of Common Stock held on behalf of each beneficial owner as of the Record Date, the aggregate number of Rights that have been exercised pursuant to the Basic Subscription, whether the Rights exercised pursuant to the Basic Subscription on behalf of each beneficial owner for which you are acting have been exercised in full and the number of shares of Common Stock being subscribed for pursuant to the Oversubscription Privilege by each beneficial owner of Rights on whose behalf you are acting.

Enclosed are copies of the following documents:

1. The Prospectus;

2. A form of letter which may be sent to beneficial holders of the Rights; and

3. A Notice of Guaranteed Delivery.

You will have no right to rescind a subscription after receipt of the payment of the Subscription Price, except as described in the Prospectus. Rights not exercised at or prior to the Expiration Time will expire.

Additional copies of the enclosed materials may be obtained from the Information Agent, Georgeson, toll-free at the following telephone number: (866) 539-6575.

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL MAKE YOU OR ANY OTHER PERSON AN AGENT OF THE COMPANY, THE FINANCIAL ADVISOR, THE SUBSCRIPTION AGENT, THE INFORMATION AGENT OR ANY OTHER PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF THE SECURITIES ISSUABLE UPON VALID EXERCISE OF THE RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE RIGHTS OFFERING, EXCEPT FOR STATEMENTS MADE IN THE PROSPECTUS.

Exhibit 99.2

M-TRON INDUSTRIES, INC.

FORM OF NOTICE OF GUARANTEED DELIVERY
RELATING TO SHARES SUBSCRIBED FOR PURSUANT

TO THE BASIC SUBSCRIPTION AND OVERSUBSCRIPTION PRIVILEGE

As set forth in M-tron Industries, Inc.’s (the “Company”) prospectus supplement, dated March 30, 2026, together with the base prospectus, dated February 11, 2025, which forms a part of the Company’s effective Registration Statement on Form S-3, under “Delivery of Subscription Materials and Payment,” this form (or one substantially equivalent hereto) may be used as a means of effecting the subscription and payment for shares of common stock, par value $0.01 per share, of the Company subscribed for pursuant to the basic subscription privilege and the oversubscription privilege. Such form may be delivered or sent by overnight delivery or first class mail to the Subscription Agent and must be received prior to 5:00 p.m., New York City time, on April 15, 2026, unless extended by the Company in its sole discretion (as it may be extended, the “Expiration Time”).

The Subscription Agent is:

If delivering by first class mail:	If delivering by registered, certified or express mail or overnight courier:
Computershare	Computershare
C/O Voluntary Corporate Actions; COY: TRON	C/O Voluntary Corporate Actions; COY: TRON
P.O. Box 43011	150 Royall Street Suite V
Providence, RI 02940-3011	Canton, MA 02021

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

The Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended), which may include (i) a commercial bank or trust company, (ii) a member firm of a domestic stock exchange or (iii) a savings bank or credit union, that completes this form must communicate the guarantee and the number of shares of common stock subscribed for pursuant to both the basic subscription privilege and the oversubscription privilege to the Subscription Agent and the Subscription Agent must receive this Notice of Guaranteed Delivery and full payment for all shares of common stock subscribed for pursuant to the basic subscription privilege and the oversubscription privilege at or prior to the Expiration Time, guaranteeing delivery to the Subscription Agent of a properly completed and duly executed Rights Certificate. The Rights Certificate must be received by the Subscription Agent at or prior to 5:00 p.m., New York City time, on the first business day after the date this Notice of Guaranteed Delivery is delivered to the Subscription Agent. Failure to timely and properly deliver this Notice of Guaranteed Delivery or to make the delivery guaranteed herein will result in a forfeiture of the rights.

This Notice of Guaranteed Delivery shall not be used to guarantee signatures. If a signature on the Rights Certificate is required to be guaranteed by an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended) under the instructions to the Rights Certificate, the signature guarantee must appear in the applicable space provided in the signature box on the Rights Certificate.

GUARANTEE

The undersigned, an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended) guarantees delivery to the Subscription Agent at or prior to 5:00 p.m., New York City time, on the first business day after the date this Notice of Guaranteed Delivery is delivered to the Subscription Agent of a properly completed and duly executed Rights Certificate.

M-TRON INDUSTRIES, INC.


1.	Basic Subscription	Number of Rights exercised:			rights

		Number of shares of common stock subscribed for pursuant to the basic subscription privilege for which you are guaranteeing delivery of the Rights Certificate and full payment:			shares

		Total payment to be made or previously made in connection with basic subscription:	$
				(Rights × $59.00, the subscription price)

2.	Oversubscription Privilege	Number of shares of common stock subscribed for pursuant to the oversubscription privilege for which you are guaranteeing delivery of the Rights Certificate and full payment:			shares

		Total payment to be made or previously made in connection with oversubscription privilege:	$
				(Shares × $59.00, the subscription price)

3.	Totals	Total number of Rights exercised:			rights

		Total number of shares of common stock subscribed for pursuant to the basic subscription privilege and oversubscription privilege for which you are guaranteeing delivery on the Rights Certificate:			shares

		Total payment to be made or previously made:	$


4.	Method of Delivery (Check one)

☐	Through the Depository Trust Company (“DTC”)

☐	Direct to Computershare Trust Company, N.A., as the Subscription Agent.

Please assign above a unique control number for each guarantee submitted. This number needs to be referenced on any direct delivery or any delivery through DTC.



Name of Firm


Authorized Signature


Name (Please print or type)


Title


DTC Participant Number


Contact Name


Address


City State Zip Code


Phone Number


Date

Source: View Original Filing on SEC EDGAR

FAQ

What is MPTI’s rights offering and who is eligible to participate?

M-tron Industries is conducting a transferable rights offering for up to 713,362 common shares. Stockholders of record as of 5:00 p.m. New York City time on March 27, 2026 receive one right per share and may subscribe during the defined offering period.

How many MPTI shares can be issued and what is the subscription price?

The company may issue up to 713,362 new common shares through this rights offering. Five rights allow purchase of one new share at a subscription price of $59.00 per share, described as about a 12% discount to the recent five-day average trading price.

What are the key dates for the MPTI rights offering?

The record date is March 27, 2026 at 5:00 p.m. New York City time. The subscription period begins March 31, 2026 and is scheduled to end at 5:00 p.m. New York City time on April 15, 2026, unless M-tron extends the expiration time.

Are MPTI rights transferable and how are they traded?

Yes. The rights issued in M-tron’s rights offering are transferable. They will be listed and trade on the New York Stock Exchange under the symbol “MPTI RT” until the expiration time, allowing holders to sell or buy rights in the market if they choose.

What is the basic subscription and oversubscription privilege in MPTI’s offering?

The basic subscription lets each rights holder use five rights to purchase one new share at $59.00. If shares remain after basic subscriptions, stockholders who fully exercised their rights may request extra shares under an oversubscription privilege, allocated as described in the prospectus.

How is the $59.00 subscription price for MPTI rights determined?

The subscription price of $59.00 per share is described as an approximate 12% discount to the average volume-weighted average price of M-tron’s common stock over the five trading days ending on and including the March 27, 2026 record date.

Filing Exhibits & Attachments

9 documents

M-tron Industries (NYSE: MPTI) unveils discounted transferable rights offer

Rhea-AI Filing Summary

Positive

Negative