lglg20260521_424b3.htm

424B3 1 lglg20260521_424b3.htm FORM 424B3 lglg20260521_424b3.htm

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-295925

PROSPECTUS

THE LGL GROUP, INC.

Up to 6,550,435 Subscription Rights

to Purchase up to 6,550,435 Shares of Common Stock

This prospectus relates to the issuance of up to 6,550,435 transferable subscription rights (each, a “Right” and, collectively, the “Rights”) to purchase shares of common stock, par value $0.01 per share (the “Common Stock”), of The LGL Group, Inc., a Delaware corporation (“LGL Group” or the “Company”), as a distribution to all holders of shares of Common Stock as of the close of business on June 4, 2026 (the “Record Date”). This prospectus also relates to the issuance of up to 6,550,435 shares of Common Stock upon the exercise of the Rights.

The Common Stock is traded on the NYSE American under the symbol “LGL.” On June 4, 2026, the last reported sales price of the Common Stock on the NYSE American was $7.06 per share.

The Company has declared a distribution (the “Rights Offering”) of transferable Rights at no charge to all of its stockholders of record as of the Record Date. If you own shares of Common Stock on the Record Date, you will be entitled to receive one Right for each share of Common Stock you own. Each Right will entitle its holder to purchase one share of Common Stock at a subscription price of $6.90 per share (the “Subscription Price”), which is equal to a 3% discount to the average of the daily volume-weighted average prices (“VWAP”) of our Common Stock over the thirty (30) consecutive trading days ending on and including June 3, 2026.

Each Rights holder who is a stockholder of record as of the Record Date and elects to exercise its Right in full (i.e., the “basic subscription rights”) may also subscribe for additional shares of Common Stock, subject to any applicable ownership limitations, at the same subscription price per share of Common Stock. However, any Rights holder that acquired its Rights in the secondary market will not be entitled to participate in the over-subscription privilege. If an insufficient number of shares of Common Stock are available to fully satisfy the over-subscription privilege requests, the available shares of Common Stock will be distributed proportionately among the Rights holders who exercised their over-subscription privilege based on the number of Rights each Rights holder exercised pursuant to its basic subscription right, subject to certain limitations.

No minimum number of Rights must be exercised in connection with the Rights Offering. We have not entered into any standby purchase agreement or other backstop commitment to purchase Rights that are not exercised in the Rights Offering. Marc Gabelli, our Executive Chairman, has informed us that, based on his current plans, he intends to participate in the Rights Offering with respect to shares over which he or affiliated entities have voting and/or investment authority as of the Record Date, and he may seek to participate in the over-subscription privilege. Mr. Gabelli has not entered into any binding commitment or agreement in this regard, and he may change his plans at any time before the expiration of the Rights Offering. Other directors and officers may also participate in the Rights Offering on the same terms available to all stockholders.

The Rights will have a sixteen (16) day subscription period (the “Exercise Period”) during which each holder of one Right may purchase one share of Common Stock.

All exercises of Rights are irrevocable even if our Board of Directors (our “Board”) determines, in its sole discretion, to extend the Exercise Period. The Rights Offering will expire at 5:00 p.m., Eastern Time, on June 23, 2026, unless we extend it, with the length of such extension to be determined by our Board of Directors in its sole discretion (the “Expiration Date”). However, we may not extend the Exercise Period of the Rights Offering for more than thirty (30) days past the original sixteen (16) day Exercise Period.

You are responsible for the method of delivery of your subscription rights certificates, any required subscription documents and payment of the Subscription Price to the Subscription Agent. If you send your subscription rights certificates and other items by mail, we recommend that you send them by registered mail, properly insured, with return receipt requested. There may be unexpected delays in mail processing times. If you intend on making your cash payment of the Subscription Price by uncertified personal check, you should ensure that the Subscription Agent receives the appropriate materials at least five (5) business days prior to the Expiration Date.

No vote of LGL Group’s stockholders is required or is being sought to authorize or effectuate the Rights Offering. No action is required of you to receive your Rights.

Neither we nor our Board of Directors has made any recommendation as to whether you should exercise or transfer your Rights. You should decide whether to transfer your Rights, subscribe for shares of our Common Stock, or simply take no action with respect to your Rights, based on your own assessment of your best interests.

We have applied to list the Rights on the NYSE American on or about June 8, 2026 (the first trading day following the Rights Distribution Date and the commencement date for the Rights Offering) under the symbol “LGL RT.” No public market currently exists for our Rights.

		Page

About this Prospectus		i
Cautionary Note Concerning Forward-Looking Statements		ii
Prospectus Summary		1
Questions and Answers About the Rights Offering		6
Risk Factors		10
Use of Proceeds		12
Plan of Distribution		13
Dilution		14
Market for Common Equity and Related Stockholder Matters		15
Description of Capital Stock		16
The Subscription Rights Offering		17
Material U.S. Federal Income Tax Consequences		23
Legal Matters		26
Experts		27
Incorporation of Certain Documents by Reference		28
Where You Can Find More Information		29

Issuer		The LGL Group, Inc.

Securities Distributed		We are distributing to the holders of our Common Stock as of the Record Date, at no charge, one Right to purchase shares of Common Stock for each share of Common Stock owned. When exercisable, one Right will entitle its holder to purchase one share of our Common Stock at the Subscription Price.

Record Date		5:00 p.m., Eastern Time, on June 4, 2026.

Subscription Price		$6.90, which is equal to a 3% discount to the average of the daily VWAP of our Common Stock over the thirty (30) consecutive trading days ending on and including June 3, 2026. The Subscription Price is payable only in cash.

Exercise Period		The Rights will have a sixteen (16)-day subscription period during which each holder of one Right may purchase one share of Common Stock.

Over-Subscription Privilege		Each Rights holder who is a stockholder of record as of the Record Date and elects to exercise its Right in full (i.e., the “basic subscription rights”) may also subscribe for additional shares of Common Stock, subject to any applicable ownership limitations, at the same subscription price per share of Common Stock. However, any Rights holder that acquired its Rights in the secondary market will not be entitled to participate in the over-subscription privilege. If an insufficient number of shares of Common Stock are available to fully satisfy the over-subscription privilege requests, the available shares of Common Stock will be distributed proportionately among the Rights holders who exercised their over-subscription privilege based on the number of Rights each Rights holder exercised pursuant to its basic subscription right, subject to certain limitations. Additional allocations will be made pursuant to the same formula (recalculating the pro rata share by reference to such remaining Rights holders) and repeated, if necessary, until all available shares of Common Stock have been allocated or all over-subscription requests have been satisfied in full. You should carefully read the section entitled “The Subscription Rights Offering – Subscription Rights; Over-Subscription Privilege” on page 17 of this prospectus regarding the terms of the over-subscription privilege.

Fractional Shares		We will not issue, or pay cash in lieu of, fractional shares of Common Stock to be issued upon exercise of the Rights. Fractional Rights or shares of Common Stock (if any) will be rounded down.

Expiration Date		The Rights will expire at 5:00 p.m., Eastern Time, on June 23, 2026, the last day of the Exercise Period. The Rights will have no financial value after the Expiration Date.

Transferability of Rights; Listing		The Rights may be sold, transferred or assigned, in whole or in part. We have applied to list the Rights on the NYSE American and expect trading to commence on or about June 8, 2026, under the symbol “LGL RT.” Our Common Stock is listed on the NYSE American under the symbol “LGL.”

Shares of Common Stock Currently Outstanding		6,550,435 shares of our Common Stock were outstanding as of June 4, 2026.

Shares Outstanding After Exercise of Rights		If all of the Rights offered are exercised in full, there would be 13,100,870 shares of Common Stock outstanding.

Use of Proceeds		The purpose of this Rights Offering is to raise capital to support our efforts to continue to increase earnings and stockholder return while preserving a pro rata participation opportunity for all stockholders. We currently expect to use the net proceeds from this Rights Offering for potential acquisitions, strategic investments, investment in a strategic RF or defense-related funds or platforms, working capital, capital expenditures and general corporate purposes. Consistent with recent public statements by management, we may use proceeds to advance a broader defense technology and resilient infrastructure strategy, including opportunities related to precision timing and frequency and adjacent critical technologies. However, as of the date of this prospectus, we have not committed the proceeds to any specific acquisition, investment or transaction. See “Use of Proceeds.” Assuming that all of the Rights offered are exercised in full, the net proceeds from the exercise of the Rights are expected to be approximately $45.0 million, after deducting our estimated expenses related to the Rights Offering. The ratio of one Right distributed for each one share of Common Stock was calculated as a result of our determination that the amount of gross proceeds to be raised would be $45.2 million.

No Minimum Subscription Requirement / No Standby Commitment		No minimum number of Rights must be exercised in connection with the Rights Offering, and we have not entered into any standby purchase agreement or other backstop commitment to purchase Rights that are not exercised in the Rights Offering. The Rights Offering may be completed even if only a small portion of the Rights are exercised, unless our Board elects to cancel, abandon or terminate the Rights Offering at any time prior to consummation of the Rights Offering.

Insider Participation		Marc Gabelli, our Executive Chairman, has informed us that, based on his current plans, he intends to participate in the Rights Offering with respect to shares over which he or affiliated entities have voting and/or investment authority as of the Record Date, and he may seek to participate in the over-subscription privilege. Mr. Gabelli has not entered into any binding commitment or agreement in this regard, and he may change his plans at any time before the expiration of the Rights Offering. As of March 31, 2026, Mr. Gabelli beneficially owned approximately 15.3% of our outstanding shares of Common Stock and our directors and executive officers as a group (including Mr. Gabelli) beneficially owned approximately 18.6% of our outstanding shares of Common Stock. If insiders participate at a greater rate than other stockholders, their ownership and influence over corporate matters may increase.

Board Recommendation		The Board will make no recommendation as to whether a stockholder should exercise any Rights or otherwise participate in the Rights Offering.

No Revocation		Once a Rights holder submits the form of subscription rights certificate to exercise any Rights, such holder may not revoke or change its exercise or request a refund of monies paid. All exercises of Rights are irrevocable.

Governing Law		The Rights will be governed by the laws of the State of Delaware.

Subscription Agent		Computershare Trust Company, N.A.

Risk Factors		An investment in the Rights and the shares of Common Stock issuable upon exercise of the Rights involves significant risks. You should carefully read the section entitled “Risk Factors” on page 10 of this prospectus, as well as in our periodic reports and other documents incorporated by reference herein, before you make a decision as to the exercise of your Rights to determine whether an investment in our securities is appropriate for you.

Material U.S. Federal Income Tax Consequences		You should carefully read the section entitled “Material U.S. Federal Income Tax Consequences” on page 23 of this prospectus, and consult your tax advisor on tax consequences of the receipt, ownership, exercise, and disposition of the Rights.

Date	Event
June 4, 2026	Record Date for the Rights Offering
June 5, 2026	Rights Distribution Date
June 8, 2026	Rights Offering commencement and trading date; Rights expected to begin trading on the NYSE American under the symbol “LGL RT”
June 17, 2026	Deadline for delivery of instructions for sale or transfer of subscription rights certificate
June 23, 2026	Expiration Date. The Rights Offering will expire at 5:00 p.m., Eastern Time, on June 23, 2026, unless extended by our Board
June 23, 2026	Deadline for delivery of rights certificates, notices of guaranteed delivery and payment of Subscription Price
June 23, 2026	Deadline for delivery of subscription certificates pursuant to notices of guaranteed delivery

Subscription Price for one share of Common Stock	$	6.90
Net tangible book value per share as of March 31, 2026	$	6.81
Increase per share attributable to purchasers in the Rights Offering	$	0.02
As adjusted net tangible book value per share as of March 31, 2026	$	6.83
Dilution in net tangible book value per share to purchasers in the Rights Offering	$	0.07

SEC Form 424B3 filed by LGL Group Inc.