mpti20260331

mpti20260331_10q.htm

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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 March 31, 2026

☐ 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 April 30, 2026, the registrant had 4,321,443 shares of common stock, $0.01 par value per share, outstanding.

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M-TRON INDUSTRIES, INC.

Form 10-Q for the Period Ended March 31, 2026

INDEX

					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			5
		Notes to Condensed Consolidated Financial Statements			6
			1.	Background and Description of Business	6
			2.	Summary of Significant Accounting Policies	6
			3.	Segment Information	8
			4.	Fair Value Measurements	9
			5.	Related Party Transactions	10
			6.	Income Taxes	11
			7.	Revolving Credit Agreement	12
			8.	Stock-Based Compensation	12
			9.	Stockholders' Equity	13
			10.	Earnings per Share ("EPS")	13
			11.	Commitments and Contingencies	14
			12.	Other Financial Statement Information	14
			13.	Domestic and Foreign Revenues	14
			14.	Subsequent Events	14

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations				15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk				19
Item 4.	Controls and Procedures				19

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings				20
Item 5.	Other Information				20
Item 6.	Exhibits				20

	Signatures

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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.

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PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements

M-tron Industries, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	*Three Months Ended March 31,*
(in thousands, except share data)	*2026*			*2025*
Revenues	$	14,686		$	12,732
Costs and expenses:
Manufacturing cost of sales		8,092			7,326
Engineering, selling and administrative		3,984			3,393
Total costs and expenses		12,076			10,719
Operating income		2,610			2,013
Other income:
Interest income, net		370			111
Other expense, net		(122	)		(10	)
Total other income, net		248			101
Income before income taxes		2,858			2,114
Income tax expense		470			484
Net income	$	2,388		$	1,630

Income per common share:
Basic	$	0.68		$	0.57
Diluted	$	0.67		$	0.56

Weighted average shares outstanding:
Basic		3,496,408			2,841,357
Diluted		3,572,059			2,906,144

See accompanying Notes to the Condensed Consolidated Financial Statements.

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M-tron Industries, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except share data)	*March 31, 2026*		*December 31, 2025*
Assets:
Current assets:
Cash and cash equivalents	$	51,958	$	20,891
Accounts receivable, net of reserves of $192 and $204, respectively		8,076		6,656
Inventories, net		10,350		9,673
Prepaid expenses and other current assets		1,551		1,662
Warrant proceeds receivable		—		22,335
Total current assets		71,935		61,217
Property, plant and equipment, net		6,664		6,514
Right-of-use lease asset		194		217
Intangible assets, net		40		40
Deferred income tax asset		348		272
Other assets		114		123
Total assets	$	79,295	$	68,383

Liabilities:
Current liabilities:
Accounts payable	$	2,164	$	1,792
Accrued compensation and commissions		1,965		1,404
Other accrued expenses		1,987		1,401
Income taxes payable		—		294
Total current liabilities		6,116		4,891
Long-term lease liability		128		148
Deferred income tax liability		—		129
Total liabilities		6,244		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; 3,567,312 shares issued and outstanding as of March 31, 2026; 3,405,210 shares issued and outstanding as of December 31, 2025, respectively)		35		34
Additional paid-in capital		50,844		43,397
Retained earnings		22,172		19,784
Total stockholders' equity		73,051		63,215
Total liabilities and stockholders' equity	$	79,295	$	68,383

See accompanying Notes to the Condensed Consolidated Financial Statements.

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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, December 31, 2025	$	—	$	34	$	43,397	$	19,784	$	63,215
Net income		—		—		—		2,388		2,388
Stock-based compensation expense		—		—		382		—		382
Exercise of stock options		—		—		1,745		—		1,745
Exercise of warrants, net of costs		—		1		5,320		—		5,321
Balance, March 31, 2026	$	—	$	35	$	50,844	$	22,172	$	73,051

(in thousands)	*Preferred Stock*		*Common Stock*		*Additional Paid-in Capital*		*Retained Earnings*		*Total Equity*
Balance, December 31, 2024	$	—	$	28	$	19,907	$	11,337	$	31,272
Net income		—		—		—		1,630		1,630
Stock-based compensation expense		—		—		249		—		249
Exercise of stock options		—		—		—		—		—
Exercise of warrants, net of costs		—		—		—		—		—
Balance, March 31, 2025	$	—	$	28	$	20,156	$	12,967	$	33,151

See accompanying Notes to the Condensed Consolidated Financial Statements.

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M-tron Industries, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	*Three Months Ended March 31,*
(in thousands, except share data)	*2026*			*2025*
Cash flows from operating activities:
Net income	$	2,388		$	1,630
Adjustments to reconcile net income to net cash provided by operating activities:
Noncash revenues, expenses, gains and losses included in income:
Depreciation		302			250
Stock-based compensation expense		382			249
Unrealized foreign currency loss		140			34
Deferred income tax provision		(205	)		(27	)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable, net		(1,420	)		124
(Increase) decrease in inventories, net		(677	)		144
Decrease in prepaid expenses and other assets, net		222			68
Increase (decrease) in accounts payable, accrued compensation, income taxes and commissions and other		986			(865	)
Total adjustments		(270	)		(23	)
Net cash provided by operating activities		2,118			1,607
Cash flows from investing activities:
Capital expenditures		(452	)		(586	)
Net cash used in investing activities		(452	)		(586	)
Cash flows from financing activities:
Proceeds from exercise of stock options		1,745			—
Proceeds from exercise of warrants		27,656			—
Net cash provided by financing activities		29,401			—
Increase in cash and cash equivalents		31,067			1,021
Cash and cash equivalents at beginning of period		20,891			12,641
Cash and cash equivalents at end of period	$	51,958		$	13,662

Non-cash financing activity:
Costs related to rights offering	$	(102	)	$	—

Supplemental disclosure:
Cash paid for interest	$	6		$	2
Cash paid for income taxes	$	264		$	23

See accompanying Notes to the Condensed Consolidated Financial Statements.

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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

Originally founded in 1965, 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 defense, aerospace, space, and avionics.

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, 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, Integrated Microwave Assemblies ("IMA"); and state-of-the-art solid state power amplifier products.

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 months ended March 31, 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. 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 and Combined 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 months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026.

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.

Research and Development Costs

Research and development costs are charged to operations as incurred. For the three months ended March 31, 2026 and 2025, such costs were approximately $849 and $722, respectively. Such costs are included within Engineering, selling and administrative expenses on the Condensed Consolidated Statements of Operations.

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M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

Concentration Risks

For the three months ended March 31, 2026, the Company's largest and second largest customers accounted for $5,988, or 40.8%, and $2,000, or 13.6%, of the Company's total revenues, respectively. For the three months ended March 31, 2025, the Company's largest and second largest customers accounted for $4,249, or 33.4%, and $1,336, or 10.5%, of the Company’s total revenues, respectively.

A significant portion of the Company's accounts receivable is concentrated with a relatively small number of customers. As of March 31, 2026, the Company's four largest customers accounted for approximately $5,924, or 71.6%, of gross accounts receivable. As of December 31, 2025, four of the Company's largest customers accounted for approximately $4,898, or 71.4%, 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.

A significant portion of the Company's cash and cash equivalents are invested in money market mutual funds and may at times exceed federally insured limits.

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 March 31, 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 Financial Accounting Standards Board ("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. The Company adopted ASU 2023-09 in December 2025. Refer to Note 6 - Income Taxes to the Company's Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2025 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 companies for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 31, 2027. The amendment can be applied either prospectively or retrospectively, with early adoption permitted. The Company is currently assessing the impact of this standard.

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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 wide range of precision frequency control and spectrum control solutions, including, but not limited to, the following:

•

filters;

•

oscillators;

•

crystal resonators; and

•

integrated microwave assemblies.

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 assesses the performance of and decides how to allocate resources to the Electronic Components segment based on Segment gross profit (loss) as well as Net income, which is also reported on the Consolidated Statements of Operations as consolidated Net income. The CODM uses Segment gross profit to evaluate to evaluate the manufacturing costs of the Electronic Components segment’s products and to ensure those products are priced appropriately. 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. Additionally, the CODM uses net income to monitor budget versus actual results as well as in competitive analysis to Mtron's peers. The budget versus actuals and competitive analysis are used in assessing the performance of the Electronic Components segment.

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

The following table presents Mtron's operations for the Electronic Components segment for the three months ended March 31, 2026 and 2025:

	*Three Months Ended March 31,*
	*2026*			*2025*
Revenues	$	14,686		$	12,732

Less:
Cost of goods sold		6,094			5,221
Manufacturing expenses		1,998			2,105
Segment gross profit	$	6,594		$	5,406

Less:
Research and development costs		849			722
Selling and commissions		988			975
General and administrative expenses		2,175			1,670
Income tax expense		470			484
Other segment items ^(a)		(276	)		(75	)
Segment net income	$	2,388		$	1,630

Reconciliation of Segment gross profit to Consolidated net income
Segment operating expenses, net		(3,984	)		(3,393	)
Other income		248			101
Income tax expense		(470	)		(484	)
Consolidated net income	$	2,388		$	1,630

Reconciliation of Segment net income to Consolidated net income
Adjustments and reconciling items		—			—
Consolidated net income	$	2,388		$	1,630

^(a)	Other segment items includes the following:

•

Interest income

•

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.

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M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

Other Segment Disclosures

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

	*Three Months Ended March 31,*
	*2026*			*2025*
Interest income	$	386		$	115
Interest expense		(16	)		(4	)
Depreciation		302			250
Amortization		—			—
Other significant non-cash items:
Stock-based compensation		382			249

Capital expenditures		(452	)		(586	)

		*March 31, 2026*				*December 31, 2025*
Total assets		$	79,295			$	68,383

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 values because of the relatively short time to maturity.

Equity Securities - Whenever available, we obtained 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.

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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:

	*March 31, 2026*
	*Level 1*		*Level 2*		*Level 3*		*Total*
Cash and cash equivalents ^(a)	$	49,103	$	—	$	—	$	49,103
Prepaid expenses and other current assets:
Equity securities		46		—		—		46
Total prepaid expenses and other current assets		46		—		—		46
Total	$	49,149	$	—	$	—	$	49,149

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

^(a)	As of March 31, 2026 and December 31, 2025, included investments in money market mutual funds that are sponsored and managed or advised by GAMCO Investors, Inc. or one of its subsidiaries.

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

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 intangible assets and other 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 March 31, 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

As of March 31, 2026 and December 31, 2025, the Company did not have any assets or liabilities classified as financial instruments that are not measured at fair value.

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 table summarizes income and expenses from transactions with related parties for the three months ended March 31, 2026 and 2025:

	*Three Months Ended March 31,*
	*2026*					*2025*
	*Income*		*Expense*			*Income*		*Expense*
GAMCO Investors, Inc.	$	383	$	—		$	114	$	—
The LGL Group, Inc.		12		(28	)		12		26
Total	$	395	$	(28	)	$	126	$	26

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

	*March 31, 2026*				*December 31, 2025*
	*Assets*		*Liabilities*		*Assets*		*Liabilities*
GAMCO Investors, Inc.	$	49,103	$	—	$	19,564	$	—
The LGL Group, Inc.		316		—		59		—
Total	$	49,419	$	—	$	19,623	$	—

Table of Contents

M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

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 shareholders. For the three months ended March 31, 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, which are not paid directly by the Company and are deducted prior to the fund striking its net asset value ("NAV").

As of March 31, 2026 and December 31, 2025, the balance with the Fund Manager was $49,103 and $19,564, respectively, all of which was classified within Cash and cash equivalents on the Condensed Consolidated Balance Sheets.

For the three months ended March 31, 2026 and 2025, the Company earned income on its investments with the Fund Manager totaling $383 and $114, respectively, all of which was included in Interest income on the Condensed Consolidated Statements of Operations.

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 The LGL Group, Inc. ("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 monthly payment of $4 per month from LGL Group to Mtron.

For the three months ended March 31, 2026 and 2025, LGL Group paid the Company $12 under the terms of the Mtron TSA, which were recorded in Other income (expense), 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 months ended March 31, 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 LGL Group. For the three months ended March 31, 2026, LGL Group reimbursed the Company $28 of the salaries and benefits of certain employees. For the three months ended March 31, 2025, the Company reimbursed LGL Group $26 of the salaries and benefits of certain employees. These reimbursements were recorded in Engineering, selling and administrative on the Condensed Consolidated Statements of Operations.

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 March 31, 2026 and 2025

SEC Form 10-Q filed by M-tron Industries Inc.