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What changed in LGL GROUP INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of LGL GROUP INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+99 added−123 removedSource: 10-K (2026-03-30) vs 10-K (2025-03-31)

Top changes in LGL GROUP INC's 2025 10-K

99 paragraphs added · 123 removed · 84 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeActivities not related to our business segments such as our corporate operations, corporate-level assets and financial obligations are included in Corporate. Our Electronic Instruments segment derives revenues principally from net sales of various products. Our Merchant Investment business derives revenues from investment income and gains and losses from investment transactions as well as fee income on any syndicated investments.
Biggest changeActivities not related to our business segments such as our corporate operations, corporate-level assets and financial obligations are included in our Corporate segment. Our Electronic Instruments segment derives revenues principally from net sales of various products.
The Separation is described further below under Our Strategy - MtronPTI Separation . 1 Table of Contents Business Strategy Across all of our businesses, our success is based on a simple formula: we seek to find undervalued companies in the Graham & Dodd tradition, a methodology for valuing companies that primarily looks for deeply depressed prices.
The Separation is described further below under Business Strategy - MtronPTI Separation . 1 Table of Contents Business Strategy Across all of our businesses, our success is based on a simple formula: we seek to find undervalued companies in the Graham & Dodd tradition, a methodology for valuing companies that primarily looks for deeply depressed prices.
We seek to leverage our core strength as an engineering leader to expand client access, add new capabilities and continue to diversify our product offerings. Our focus is on investments that will differentiate us, broaden our portfolio and lead toward higher levels of integration organically and through joint venture, merger and acquisition opportunities.
We seek to leverage our core strength as an engineering leader to expand client access to, and add new capabilities and continue to diversify our product offerings. Our focus is on investments that will differentiate us, broaden our portfolio and lead toward higher levels of integration organically and through joint venture, merger and acquisition opportunities.
The Company could act as the financial and management sponsor, raise capital from external nonaffiliated investors, and may receive management fees and success-based incentives in accordance with market practice. This direct investment effort includes the development of various vehicles of designed to leverage the Company’s broad investment network.
The Company could act as the financial and management sponsor, raise capital from external nonaffiliated investors, and may receive management fees and success-based incentives in accordance with market practice. This direct investment effort includes the development of various vehicles designed to leverage the Company’s broad investment network.
Financial Statements and Supplementary Data of this Report for further information. 2 Table of Contents An anthology of the Company’s activities underscores the path ahead: 1917 Lynch Glass Machinery, predecessor of Lynch Corporation, was organized, which became a successful manufacturer of glass-forming machinery in the late 1920s. 1928 Lynch Corporation was incorporated in the State of Indiana 1946 Lynch was listed on the 'New York Curb Exchange'. 1964 Curtiss-Wright Corporation purchased a controlling interest in Lynch. 1976 M-tron Industries, Inc., a manufacturer of quartz crystals, was acquired. 1985 Companies affiliated with Gabelli Funds, Inc. acquired a majority interest in Lynch's common stock, including the entire interest of Curtiss-Wright Corporation. 1986 Lynch issued $23 million of 8% convertible subordinated debentures as the first step in an acquisition program designated to broaden Lynch's business base. 1987 • Lynch expanded the scope of its operations into the financial services and entertainment industries with the start-up of Lynch Capital Corporation, a securities broker dealer, and Lynch Entertainment Corporation, a joint venture partner with a 20% interest in WHBF-TV, the CBS television network affiliate in Rock Island, Illinois. • The Company acquired Tremont Partners, Inc., a Connecticut-based investment management consulting firm. • Lynch acquired an 83% interest in Safety Railway Service Corporation. 1988 Lynch entered the service sector with the acquisition of Morgan Drive Away, Inc., a portable shelter and commodity transportation company. 1989 Lynch entered into the telecommunications industry with the acquisition of Western New Mexico Telephone Company. 1991 • Lynch completed its second telecommunications acquisition by acquiring Inter-Community Telephone Company, based in Nome, North Dakota. • Lynch acquired Cuba City Telephone Exchange Company and Belmont Telephone Company, telecommunication companies based in Wisconsin. 1992 • Lynch acquired Bretton Woods Telephone Company, based in New Hampshire. • Lynch completed a rights offering to its shareholders, which resulted in Tremont Advisors, Inc.
Financial Statements and Supplementary Data of this Report for further information. 2 Table of Contents An anthology of the Company’s activities underscores the path ahead: 1917 Lynch Glass Machinery, predecessor of Lynch Corporation, was organized, which became a successful manufacturer of glass-forming machinery in the late 1920s. 1928 Lynch Corporation ("Lynch") was incorporated in the State of Indiana. 1946 Lynch was listed on the 'New York Curb Exchange'. 1964 Curtiss-Wright Corporation purchased a controlling interest in Lynch. 1976 M-tron Industries, Inc., a manufacturer of quartz crystals, was acquired. 1985 Companies affiliated with Gabelli Funds, Inc. acquired a majority interest in Lynch's common stock, including the entire interest of Curtiss-Wright Corporation. 1986 Lynch issued $23 million of 8% convertible subordinated debentures as the first step in an acquisition program designated to broaden Lynch's business base. 1987 • Lynch expanded the scope of its operations into the financial services and entertainment industries with the start-up of Lynch Capital Corporation, a securities broker dealer, and Lynch Entertainment Corporation, a joint venture partner with a 20% interest in WHBF-TV, the CBS television network affiliate in Rock Island, Illinois. • The Company acquired Tremont Partners, Inc., a Connecticut-based investment management consulting firm. • Lynch acquired an 83% interest in Safety Railway Service Corporation. 1988 Lynch entered the service sector with the acquisition of Morgan Drive Away, Inc., a portable shelter and commodity transportation company. 1989 Lynch entered into the telecommunications industry with the acquisition of Western New Mexico Telephone Company. 1991 • Lynch completed its second telecommunications acquisition by acquiring Inter-Community Telephone Company, based in Nome, North Dakota. • Lynch acquired Cuba City Telephone Exchange Company and Belmont Telephone Company, telecommunication companies based in Wisconsin. 1992 • Lynch acquired Bretton Woods Telephone Company, based in New Hampshire. • Lynch completed a rights offering to its shareholders, which resulted in Tremont Advisors, Inc.
(spun-off from Motorola in the mid-1980s), expanding its product line to include voltage-controlled crystal oscillators ("VCXO"), temperature compensated crystal oscillators ("TCXO"), and timing solutions. 2004 Venator Merchant Fund LLC, an affiliate of Marc Gabelli, LGL Group Chairman, financed the acquisition of Piezo Technology, Inc., based in Orlando, Florida, to re-direct M-tron Industries, Inc.'s strategic direction.
(spun-off from Motorola in the mid-1980s), expanding its product line to include voltage-controlled crystal oscillators ("VCXO"), temperature compensated crystal oscillators ("TCXO"), and timing solutions. 2004 Venator Merchant Fund LLC, an affiliate of Marc Gabelli, LGL Group Executive Chairman, financed the acquisition of Piezo Technology, Inc., based in Orlando, Florida, to re-direct M-tron Industries, Inc.'s strategic direction.
During June 2023, Lynch Capital was appointed as sole managing member of LGL Systems Nevada Management Partners, LLC ("LGL Nevada") and invested approximately $4 thousand into LGL Nevada, representing its 1% general partnership interest. In conjunction with this transaction, Lynch Capital also invested $1.0 million into LGL Systems, which is controlled by LGL Nevada.
During June 2023, Lynch Capital was appointed as sole managing member of LGL Systems Nevada Management Partners, LLC ("LGL Nevada") and invested approximately $4 into LGL Nevada, representing its 1% general partnership interest. In conjunction with this transaction, Lynch Capital also invested $1.0 million into LGL Systems, which is controlled by LGL Nevada.
Competition We design, manufacture and market products for the generation, synchronization and control of time and frequency in many cases insuring optimal utilization of allocated spectrum. There are a number of domestic and international manufacturers who are capable of providing custom-designed products comparable in quality and performance to our products.
Competition We design, manufacture and market products for the generation, synchronization and control of time and frequency in many cases ensuring optimal utilization of allocated spectrum. There are a number of domestic and international manufacturers who are capable of providing custom-designed products comparable in quality and performance to our products.
We expect to fill substantially all of our 2024 order backlog in 2025, but cannot provide assurances as to what portion of the order backlog will be fulfilled in a given year.
We expect to fill substantially all of our 2025 order backlog in 2026, but cannot provide assurances as to what portion of the order backlog will be fulfilled in a given year.
As of December 31, 2024, we had Cash and cash equivalents and Marketable securities with a fair market value of approximately $41,602. Our approach is to establish long term partnerships utilizing the resources of our organization to facilitate a full cycle of advice and investment to augment investments in conjunction with broader capital syndication.
As of December 31, 2025, we had Cash and cash equivalents and Marketable securities with a fair market value of approximately $41,550. Our approach is to establish long term partnerships utilizing the resources of our organization to facilitate a full cycle of advice and investment to augment investments in conjunction with broader capital syndication.
Seasonality Our business is not seasonal, although shipment schedules may be affected by the production schedules of our customers, or their contract manufacturers based on regional practices or customs. Order Backlog Our order backlog was $336 and $143 as of December 31, 2024 and 2023, respectively. The backlog of unfilled orders includes amounts based on purchase orders.
Seasonality Our business is not seasonal, although shipment schedules may be affected by the production schedules of our customers, or their contract manufacturers based on regional practices or customs. Order Backlog Our order backlog was $625 and $336 as of December 31, 2025 and 2024, respectively. The backlog of unfilled orders includes amounts based on purchase orders.
In both 2024 and 2023, these revenues were derived primarily from customers in Europe and Canada. We avoid significant currency exchange risk by transacting and settling substantially all of our international sales in United States dollars.
In both 2025 and 2024, these revenues were derived primarily from customers in Europe and Asia. We avoid significant currency exchange risk by transacting and settling substantially all of our international sales in United States dollars.
We maintain our executive offices at 2525 Shader Road, Orlando, Florida 32804. Our telephone number is (407) 298-2000. Our common stock and warrants are traded on the NYSE American ("NYSE") under the symbols "LGL" and "LGL WS," respectively. LGL Group’s business strategy is primarily focused on growth through expanding new and existing operations across diversified industries.
We maintain our executive offices at 2525 Shader Road, Orlando, Florida 32804. Our telephone number is (407) 298-2000. Our common stock is traded on the NYSE American ("NYSE") under the symbol "LGL." LGL Group’s business strategy is primarily focused on growth through expanding new and existing operations across diversified industries.
LGL Systems and any related activity was accounted for under the equity method of accounting in the Company’s financial statements for the year ending December 31, 2023. However, beginning in June 2023, the Company consolidated LGL Systems as it was deemed to be the primary beneficiary.
Prior to June 2023, the Company accounted for LGL Systems and any related activity under the equity method of accounting in the Company’s financial statements. However, beginning in June 2023, the Company consolidated LGL Systems as it was deemed to be the primary beneficiary.
Through direct contact with our clients and through our representative network, we are able to understand the needs of the customers, and then provide custom configurations to meet those requirements in a highly cost-efficient solution. International Revenues In 2024, our international revenues were $962, or 43.2%, of total sales compared to $675, or 39.1%, of total sales in 2023.
Through direct contact with our clients and through our representative network, we are able to understand the needs of the customers, and then provide custom configurations to meet those requirements in a highly cost-efficient solution. International Revenues In 2025, our international revenues were $897, or 36.6%, of total sales compared to $962, or 43.2%, of total sales in 2024.
As of December 31, 2024, LGL Group had investments (currently classified within Cash and cash equivalents and Marketable securities) with a fair value of $41,202, of which $24,609 was held within the Merchant Investment business.
As of December 31, 2025, LGL Group had investments (currently classified within Cash and cash equivalents and Marketable securities) with a fair value of $41,353, of which $25,655 was held within the Merchant Investment business.
The Company’s Controller is employed through certain service level agreements in place. None of the Company's employees are represented by a labor union and the Company considers its relationships with employees to be good. We believe the Company's success depends on its ability to attract, develop, and retain key personnel.
None of the Company's employees are represented by a labor union and the Company considers its relationships with employees to be good. We believe the Company's success depends on its ability to attract, develop, and retain key personnel.
Human Capital Management As of December 31, 2024, the Company’s executives were based in Orlando, Florida; Greenwich, Connecticut; and Chicago, Illinois. We employed seven full-time manufacturing and engineering employees located in Wakefield, Massachusetts; two corporate and investment employees located in Greenwich, Connecticut; and one corporate and investment employee in Chicago, Illinois.
Human Capital Management As of December 31, 2025, the Company’s executives were based in Orlando, Florida and Greenwich, Connecticut. We employed seven full-time manufacturing and engineering employees located in Wakefield, Massachusetts and one corporate and investment employee located in Greenwich, Connecticut. The Company’s Controller is employed through certain service level agreements in place.
As shareholder or partner, LGL will provide advisory and certain administrative and back-office services to such investment vehicles but will not provide such services to any other entities, individuals or accounts. To the extent possible, interests in the investment vehicles are generally not offered to outside investors.
As shareholder or partner, LGL Group will provide advisory and certain administrative and back-office services to such investment vehicles but will not provide such services to any other entities, individuals or accounts.
The table below presents the concentration of the Company's customers for the year ended December 31, 2024: Revenue (in thousands) $ % Customer 1 $ 310 13.9 % Customer 2 261 11.7 % Customer 3 219 9.8 % Customer 4 166 7.5 % Top 4 largest customers 956 43.0 % All other (a) 1,270 57.0 % Total sales $ 2,226 100.0 % (a) Comprised of approximately 38 customers This spread of revenue over a broad customer base reduces the vulnerability of the company to any customer suffering from a market downturn, or other debilitating issue including insolvency.
The table below presents the concentration of the Company's customers for the year ended December 31, 2025: Revenue (in thousands) $ % Customer 1 $ 453 18.5 % Customer 2 394 16.1 % Customer 3 253 10.3 % Customer 4 220 9.0 % Top 4 largest customers 1,320 53.9 % All other (a) 1,133 46.1 % Total sales $ 2,453 100.0 % (a) Comprised of approximately 32 customers This spread of revenue over a broad customer base reduces the vulnerability of the company to any customer suffering from a market downturn, or other debilitating issue including insolvency.
On October 7, 2022, we completed the spin-off of M-tron Industries, Inc. ("MtronPTI") (the "Spin-off" or the "Separation").
Our Merchant Investment business derives revenues from investment income and gains and losses from investment transactions as well as fee income on any syndicated investments. On October 7, 2022, we completed the spin-off of M-tron Industries, Inc. ("MtronPTI") (the "Spin-off" or the "Separation").

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeDuring the first Trump Administration from 2017 to 2021, certain tariffs and retaliatory tariffs, as well as other trade restrictions, were imposed on various products and materials. President Trump again has signaled that his new Administration will impose tariffs and retaliatory tariffs against U.S. trading partners.
Biggest changeWe are subject to the trade policies, export/import controls, and other rules and regulations, including tariffs, trade sanctions, and license requirements of the U.S. and other government authorities. During the first Trump Administration from 2017 to 2021, certain tariffs and retaliatory tariffs, as well as other trade restrictions, were imposed on various products and materials.
Government defense contractors, we are subject to a number of procurement regulations and other requirements and could be adversely affected by changes in regulations or any negative findings from a U.S. Government audit or investigation. As a supplier to certain U.S. Government defense contractors, we must comply with certain procurement regulations and other requirements.
As a supplier to U.S. government defense contractors, we are subject to a number of procurement regulations and other requirements and could be adversely affected by changes in regulations or any negative findings from a U.S. government audit or investigation. As a supplier to certain U.S. government defense contractors, we must comply with certain procurement regulations and other requirements.
As a result, we may structure transactions in a less advantageous manner than if we did not have Investment Company Act concerns, or we may avoid otherwise economically desirable transactions due to those concerns. 10 Table of Contents Risks Relating to Liquidity and Capital Requirements We are a holding company and depend on the businesses of our subsidiaries to satisfy our obligations.
As a result, we may structure transactions in a less advantageous manner than if we did not have Investment Company Act concerns, or we may avoid otherwise economically desirable transactions due to those concerns. 8 Table of Contents Risks Relating to Liquidity and Capital Requirements We are a holding company and depend on the businesses of our subsidiaries to satisfy our obligations.
As a result, our ability to persuade these OEMs to utilize our products in customer designs could be reduced and, in the absence of a manufacturer’s specification of our products, the prices that we can charge for them may be subject to greater competition. 18 Table of Contents Future changes in our environmental liability and compliance obligations may increase costs and decrease profitability.
As a result, our ability to persuade these OEMs to utilize our products in customer designs could be reduced and, in the absence of a manufacturer’s specification of our products, the prices that we can charge for them may be subject to greater competition. 16 Table of Contents Future changes in our environmental liability and compliance obligations may increase costs and decrease profitability.
At this time, it remains unclear what the U.S. government or foreign governments will or will not do with respect to additional tariffs that may be imposed or international trade agreements and policies. Inflation and changing interest rates may adversely affect our financial condition and results of operations.
At this time, the situation remains dynamic and it remains unclear what the U.S. government or foreign governments will or will not do with respect to additional tariffs that may be imposed or international trade agreements and policies. Inflation and changing interest rates may adversely affect our financial condition and results of operations.
The Investment Committee meets regularly to review the alternatives and has determined the current investments most reflect the Company's objective of lower cost, market return and adherence to having a larger proportion of underlying investments directly in United States Treasuries. We are subject to the risk of becoming an investment company under the Investment Company Act.
The Related Party Committee meets regularly to review the alternatives and has determined the current investments most reflect the Company's objective of lower cost, market return and adherence to having a larger proportion of underlying investments directly in United States Treasuries. We are subject to the risk of becoming an investment company under the Investment Company Act.
There can be no assurance that adverse developments with respect to such risks will not materially adversely affect the Merchant Investment business’s investments that are held in certain countries or the returns from these investments. 14 Table of Contents The Merchant Investment business ’ s investments are subject to numerous additional risks including those described below. • Generally, there are few limitations set forth in the governing documents of the Merchant Investment business on the execution of its investment activities, which are subject to the sole discretion of our management and the Investment Committee of the Board of Directors. • The Merchant Investment business may buy or sell (or write) both call options and put options, and when it writes options, it may do so on a covered or an uncovered basis.
There can be no assurance that adverse developments with respect to such risks will not materially adversely affect the Merchant Investment business’s investments that are held in certain countries or the returns from these investments. 12 Table of Contents The Merchant Investment business ’ s investments are subject to numerous additional risks including those described below. • Generally, there are few limitations set forth in the governing documents of the Merchant Investment business on the execution of its investment activities, which are subject to the sole discretion of our management and the Related Party Committee of the Board of Directors. • The Merchant Investment business may buy or sell (or write) both call options and put options, and when it writes options, it may do so on a covered or an uncovered basis.
Additionally, future returns may be affected by additional risks, including risks of the industries and businesses in which a particular fund invests. 11 Table of Contents The Merchant Investment business ’ s investment strategy involves numerous and significant risks, including the risk that we may lose some or all of our investments in the Merchant Investment business.
Additionally, future returns may be affected by additional risks, including risks of the industries and businesses in which a particular fund invests. 9 Table of Contents The Merchant Investment business ’ s investment strategy involves numerous and significant risks, including the risk that we may lose some or all of our investments in the Merchant Investment business.
From time to time, we may also be subject to U.S. Government investigations relating to our or our customers’ operations. In particular, for international business, we are required to submit a request for AES validation used by U.S. Government agencies to measure the compliance of U.S. exports with U.S. export control laws.
From time to time, we may also be subject to U.S. government investigations relating to our or our customers’ operations and products. In particular, for international business, we are required to submit a request for AES validation used by U.S. government agencies to measure the compliance of U.S. exports with U.S. export control laws.
In 2024 and 2023, the majority of our revenues were derived from sales to manufacturers of equipment for the defense, aerospace, instrumentation and industrial markets for frequency and timing synchronization instruments and peripheral equipment, including indirect sales through distributors. During 2025, we expect a significant portion of our revenues to continue to be derived from sales to these manufacturers.
In 2025 and 2024, the majority of our revenues were derived from sales to manufacturers of equipment for the defense, aerospace, instrumentation and industrial markets for frequency and timing synchronization instruments and peripheral equipment, including indirect sales through distributors. During 2026, we expect a significant portion of our revenues to continue to be derived from sales to these manufacturers.
If any of the foregoing were to occur, the values of the investments by the Merchant Investment business could decrease and our Merchant Investment business revenues could suffer as a result. 12 Table of Contents The use of leverage in investments by the Merchant Investment business may pose a significant degree of risk and may enhance the possibility of significant loss in the value of the investments in the Merchant Investment business.
If any of the foregoing were to occur, the values of the investments by the Merchant Investment business could decrease and our Merchant Investment business revenues could suffer as a result. 10 Table of Contents The use of leverage in investments by the Merchant Investment business may pose a significant degree of risk and may enhance the possibility of significant loss in the value of the investments in the Merchant Investment business.
We cannot be certain whether we will generate sufficient revenues or sufficiently manage expenses to sustain profitability. Further, our returns on our cash and investments may not be sufficient to cover operating losses from PTF. 16 Table of Contents Our order backlog may not be indicative of future revenues.
We cannot be certain whether we will generate sufficient revenues or sufficiently manage expenses to sustain profitability. Further, our returns on our cash and investments may not be sufficient to cover operating losses from PTF. 14 Table of Contents Our order backlog may not be indicative of future revenues.
All investments, including those in related party mutual funds, are overseen by the independent Investment Committee of the Board of Directors (the "Investment Committee").
All investments, including those in related party mutual funds, are overseen by the independent Related Party Committee of the Board of Directors (the "Related Party Committee").
Any of these difficulties could have a material adverse effect on our business, financial condition, results of operations and cash flows. 17 Table of Contents If we are unable to introduce innovative products, demand for our products may decrease.
Any of these difficulties could have a material adverse effect on our business, financial condition, results of operations and cash flows. 15 Table of Contents If we are unable to introduce innovative products, demand for our products may decrease.
The effect of any future regulatory change on the Merchant Investment business and the Merchant Investment business could be substantial and adverse. 13 Table of Contents The ability to hedge investments successfully is subject to numerous risks.
The effect of any future regulatory change on the Merchant Investment business and the Merchant Investment business could be substantial and adverse. 11 Table of Contents The ability to hedge investments successfully is subject to numerous risks.
The Merchant Investment business may also invest in credit default swaps. 15 Table of Contents Risks Related to Our Business and Industry Macroeconomic fluctuations may harm our business, results of operations and stock price.
The Merchant Investment business may also invest in credit default swaps. 13 Table of Contents Risks Related to Our Business and Industry Macroeconomic fluctuations may harm our business, results of operations and stock price.
While the Distribution is intended to be tax-free under Section 355 of the Internal Revenue Code of 1986, as amended (the "Code"), and while we believe that the Company’s stockholders should not recognize gain or loss as a result of the Distribution and that no amount should be included in their income as a result of the Distribution for U.S. federal income tax purposes, the Company nor MtronPTI has applied or will apply for a private letter ruling from the IRS with respect to the tax consequences of the Distribution.
While the Distribution is intended to be tax-free under Section 355 of the Code, and while we believe that the Company’s stockholders should not recognize gain or loss as a result of the Distribution and that no amount should be included in their income as a result of the Distribution for U.S. federal income tax purposes, neither the Company nor MtronPTI has applied or will apply for a private letter ruling from the IRS with respect to the tax consequences of the Distribution.
Consequently, it may be more challenging for investors to analyze our results of operations and financial prospects. 20 Table of Contents Risks Related to the Separation We may be unable to achieve some or all of the expected benefits of the Separation, and the Separation may adversely affect our business.
Consequently, it may be more challenging for investors to analyze our results of operations and financial prospects. Risks Related to the Separation We may be unable to achieve some or all of the expected benefits of the Separation, and the Separation may adversely affect our business.
We received an opinion of a tax expert to the effect that, for U.S. federal income tax purposes, the Separation qualifies for tax-free treatment under certain sections of the Internal Revenue Code.
We received an opinion of a tax expert to the effect that, for U.S. federal income tax purposes, the Separation qualifies for tax-free treatment under certain sections of the Internal Revenue Code of 1986, as amended (the "Code").
The above and other potential tariffs and trade restrictions may cause the prices of our vendors' products to increase, which could reduce demand for such products, or reduce our vendors' margins, and adversely impact their revenues, financial results, and ability to service debt. This in turn could adversely affect our financial condition and results of operations.
Future tariffs and trade restrictions may cause the prices of our vendors' products to increase, which could reduce demand for such products, or reduce our vendors' margins, and adversely impact their revenues, financial results, and ability to service debt. This in turn could adversely affect our financial condition and results of operations.
In addition, our suppliers may be impacted by compliance with environmental regulations including RoHS and Waste Electrical and Electronic Equipment ("WEEE"), which could disrupt the supply of components or raw materials or cause additional costs for us to implement new components or raw materials into our manufacturing processes. As a supplier to U.S.
In addition, our suppliers may be impacted by compliance with environmental regulations including RoHS and Waste Electrical and Electronic Equipment ("WEEE"), which could disrupt the supply of components or raw materials or cause additional costs for us to implement new components or raw materials into our manufacturing processes.
As of December 31, 2024, we had investments in Cash and cash equivalents and Marketable securities with a fair market value of $41,602, which may be accessed on short notice to satisfy our liquidity needs.
As of December 31, 2025, we had investments in Cash and cash equivalents and Marketable securities with a fair market value of $41,550, which may be accessed on short notice to satisfy our liquidity needs.
For the years ended December 31, 2024 and 2023, we had net income of approximately $432 and $269, respectively. This fluctuation was a result of higher Net sales and Net investment income partially offset by higher expenses.
For the years ended December 31, 2025 and 2024, we had net income of approximately $688 and $432, respectively. This fluctuation was a result of higher Net sales and Net investment income partially offset by higher expenses.
As a result of the Separation, Marc Gabelli serves as special advisor to the Chairman of the Board of Directors of MtronPTI and serves as Chairman of the Board of Directors and co-Chief Executive Officer of the Company.
As a result of the Separation, Marc Gabelli serves as special advisor to the Chairman of the Board of Directors of MtronPTI and serves as Executive Chairman of the Board of Directors the Company.
Our business, financial condition, operating results and cash flows may be adversely affected by changes in global economic conditions and geopolitical risks, including credit market conditions, trade policies, tariffs, levels of consumer and business confidence, commodity prices and availability, inflationary pressure, exchange rates, levels of government spending and deficits, political conditions, global pandemics, and other challenges that could affect the global economy including impacts associated with the continuing developments in the Russian war against Ukraine, sanctions which have been announced by the United States and other countries against Russia, conflicts in Israel and the Middle East, and attacks on cargo ships in the Red Sea, which have caused significant uncertainty, adding to continuing concerns about global trade flows, supply chain disruptions, higher transportation costs, higher inflation and increases in interest rates in the markets in which we operate.
Our business, financial condition, operating results and cash flows may be adversely affected by changes in global economic conditions and geopolitical risks, including credit market conditions, trade policies, tariffs, levels of consumer and business confidence, commodity prices and availability, inflationary pressure, exchange rates, levels of government spending and deficits, social or political conditions, and other challenges that could affect the global economy including impacts associated with the continuing developments in the war against Ukraine and sanctions which have been announced by the United States and other countries against Russia, which have caused significant uncertainty, adding to continuing concerns about supply chain disruptions, inflation and increases in interest rates in the markets in which we operate.
Risks Related to Our Securities The price of our common stock has fluctuated considerably and is likely to remain volatile, in part due to the limited market for our common stock. From January 1, 2024 through December 31, 2024, the high and low closing prices for our common stock were $6.58 and $5.05, respectively.
Risks Related to Our Securities The price of our common stock has fluctuated considerably and is likely to remain volatile, in part due to the limited market for our common stock. From January 1, 2025 through December 31, 2025, the high and low closing prices for our common stock were $7.76 and $5.65, respectively.
Our officers, directors and 10% or greater stockholders have significant voting power and may vote their shares in a manner that is not in the best interest of other stockholders. Our officers, directors and 10% or greater stockholders control approximately 37.3% of the voting power represented by our outstanding shares of common stock as of March 14, 2025.
Our officers, directors and 10% or greater stockholders have significant voting power and may vote their shares in a manner that is not in the best interest of other stockholders. Our officers, directors and 10% or greater stockholders control approximately 36.7% of the voting power represented by our outstanding shares of common stock as of March 16, 2026.
These economic and geopolitical conditions could affect businesses such as ours in a number of ways. Such conditions could have an adverse impact on our flexibility to react to changing economic and business conditions and on our ability to fund our operations. In addition, restrictions on credit availability could adversely affect the ability of our customers to make payments.
Such conditions could have an adverse impact on our flexibility to react to changing economic and business conditions and on our ability to fund our operations. In addition, restrictions on credit availability could adversely affect the ability of our customers to make payments.
In 2023, the Company’s two largest customers accounted for $399, or 23.1%, and $236, or 13.7%, respectively, of the Company’s Net sales. We anticipate that this concentration of sales among these customers will continue in the future.
In 2024, the Company's two largest customers accounted for $310, or 13.9%, and $261, or 11.7%, respectively, of the Company’s Net sales. We anticipate that this concentration of sales among these customers will continue in the future.
If interest rates continue to decline, the returns generated by our investments in U.S. Treasuries could be adversely impacted. We are currently dependent on a single line of manufacturing business.
The U.S. Federal Reserve decreased the federal funds rate a total of three times throughout 2025, resulting in a range from 3.50% to 3.75% as of December 31, 2025. If interest rates continue to decline, the returns generated by our investments in U.S. Treasuries could be adversely impacted. We are currently dependent on a single line of manufacturing business.
A significant percentage of our sales has been, and is expected to be, concentrated among a relatively small number of customers. In 2024, the Company’s two largest customers accounted for $310, or 13.9%, and $261, or 11.7%, respectively, of the Company’s Net sales.
A significant percentage of our sales has been, and is expected to be, concentrated among a relatively small number of customers. In 2025, the Company's three largest customers accounted for $453, or 18.5%, $394, or 16.1%, and $253, or 10.3%, respectively, of the Company’s Net sales.
As a smaller reporting company, we are subject to scaled disclosure requirements that may make it more challenging for investors to analyze our results of operations and financial prospects. Currently, we are a "smaller reporting company," meaning that our outstanding common stock held by non-affiliates had a market value of less than $250 million as of June 30, 2023.
Currently, we are a "smaller reporting company," meaning that our outstanding common stock held by non-affiliates had a market value of less than $250 million as of June 30, 2025.
We have engaged, and in the future may engage, in transactions with our affiliates.
Unless otherwise stated, all dollar amounts are in thousands. Risks Related to Our Structure We have engaged, and in the future may engage, in transactions with our affiliates. We have engaged, and in the future may engage, in transactions with our affiliates.
Inflation in the United States decreased from 6.5% as of December 31, 2023 to 2.9% as of December 31, 2024, which is still above the U.S. Federal Reserve's long-term target of 2.0%.
Inflation in the United States decreased from 2.9% as of December 31, 2024 to 2.7% as of December 31, 2025, which is still above the U.S. Federal Reserve's long-term target of 2.0%. If inflation remains elevated in 2026, our Manufacturing cost of sales along with Engineering, selling and administrative expenses could increase at a rate higher than our revenue.
Removed
Unless otherwise stated, all dollar amounts are in thousands.
Added
Similar geopolitical tensions and political and/or armed conflicts, including tensions between the U.S. and China, China and Taiwan, and the conflicts between the U.S. and Iran and Israel and Palestine could adversely impact our financial performance and global operations.
Removed
Summary Risk Factors Risks Relating to Our Structure • We have engaged, and in the future may engage, in transactions with our affiliates. • We are subject to the risk of becoming an investment company under the Investment Company Act. • We may structure transactions in a less advantageous manner to avoid becoming subject to the Investment Company Act.
Added
In 2025, President Trump again imposed tariffs and retaliatory tariffs against U.S. trading partners, some countries responded with new or increased tariffs of their own, and the amount of the import tariff and the number of products subject to tariffs changed multiple times based on actions by the U.S. government .However, there is currently significant uncertainty about the future relationship between the United States and various other countries with respect to trade policies, treaties, tariffs and customs duties.
Removed
Risks Relating to Liquidity and Capital Requirements • We are a holding company and depend on the businesses of our subsidiaries to satisfy our obligations. • We have made significant investments and negative performance of those investments may result in a significant decline in the value and could impact our cash flows.
Added
On February 20, 2026, the U.S. Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act ("IEEPA"). Following the Supreme Court’s decision, the Trump Administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs.
Removed
Risks Relating to Our Merchant Investment Business • The Company has made and may make material investments in special purpose vehicles that may not be successful. • Our investments may be subject to significant uncertainties. • The historical financial information for the Merchant Investment business is not necessarily indicative of its future performance. • The Merchant Investment business’s investment strategy involves numerous and significant risks, including the risk that we may lose some or all of our investments in the Merchant Investment business.
Added
There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business.
Removed
This risk may be magnified due to concentration of investments and investments in undervalued securities. • We may not be able to identify suitable investments, and our investments may not result in favorable returns or may result in losses. • The Merchant Investment business may make investments in companies we do not control. • The use of leverage in investments by the Merchant Investment business may pose a significant degree of risk and may enhance the possibility of significant loss in the value of the investments in the Merchant Investment business. • The possibility of increased regulation could result in additional burdens on our Merchant Investment business. • The ability to hedge investments successfully is subject to numerous risks. • The Merchant Investment business may invest in distressed securities, as well as bank loans, asset backed securities and mortgage-backed securities. • The Merchant Investment business may invest in companies that are based outside of the United States, which may expose the Merchant Investment business to additional risks not typically associated with investing in companies that are based in the United States. • The Merchant Investment business' investments are subject to numerous additional risks. 8 Table of Contents Risks Related to Our Business and Industry • Macroeconomic fluctuations may harm our business, results of operations and stock price. • Changes in United States trade policies, including the imposition of tariffs and retaliatory tariffs, may adversely impact our business, financial condition, and results of operations. • Inflation and changing interest rates may adversely affect our financial condition and results of operations. • We are currently dependent on a single line of manufacturing business. • Our financial results vary significantly from period to period. • Our order backlog may not be indicative of future revenues. • Our future rate of growth and profitability are highly dependent on the development and growth of the communications, networking, aerospace, defense, instrumentation and industrial markets, which are cyclical. • The market share of our customers in the communications, networking, aerospace, defense, instrumentation and industrial markets may change over time, reducing the potential value of our relationships with our existing customer base. • The loss or decrease in sales among one of our top customers, or a material change in the terms on which they are willing to buy from us, could have a substantial negative impact on our sales and operating results. • We may make acquisitions that are not successful, or we may fail to integrate acquired businesses into our operations properly. • If we are unable to introduce innovative products, demand for our products may decrease. • Our markets are highly competitive, and we may lose business to larger and better-financed competitors. • Our success depends on our ability to retain key management and technical personnel and attracting, retaining, and training new technical personnel. • We purchase certain key components and raw materials from single or limited sources and could lose sales if these sources fail to fulfill our needs for any reason. • As a supplier to U.S.
Added
This concentration of ownership may not be in the best interests of all of our stockholders. 17 Table of Contents As a smaller reporting company, we are subject to scaled disclosure requirements that may make it more challenging for investors to analyze our results of operations and financial prospects.
Removed
Government defense contractors, we are subject to a number of procurement regulations and other requirements and could be adversely affected by changes in regulations or any negative findings from a U.S.
Removed
Government audit or investigation. • Our products are complex and may contain errors or design flaws, which could be costly to correct. • Communications and network infrastructure equipment manufacturers increasingly rely upon contract manufacturers, thereby diminishing our ability to sell our products directly to those equipment manufacturers. • Future changes in our environmental liability and compliance obligations may increase costs and decrease profitability. • We rely on information technology systems to conduct our business, and disruption, failure or security breaches of these systems could adversely affect our business and results of operations. • Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships, all of which could negatively impact our financial results.
Removed
Risks Related to Our Securities • The price of our common stock has fluctuated considerably and is likely to remain volatile, in part due to the limited market for our common stock. • Our officers, directors and 10% or greater stockholders have significant voting power and may vote their shares in a manner that is not in the best interest of other stockholders. • The warrants to purchase shares of our common stock may not have any value. • An active trading market for the warrants to purchase shares of our common stock may not be sustained. • Holders of the warrants to purchase shares of our common stock will have no rights as a common stockholder until such holders exercise their warrants and acquire shares of our common stock. • Adjustments to the exercise price of the warrants, or the number of shares of common stock for which the warrants are exercisable, following certain corporate events may not fully compensate warrant holders for the value they would have received if they held the common stock underlying the warrants at the time of such events. • As a smaller reporting company, we are subject to scaled disclosure requirements that may make it more challenging for investors to analyze our results of operations and financial prospects.
Removed
Risks Related to the Separation • We may be unable to achieve some or all of the expected benefits of the Separation, and the Separation may adversely affect our business. • The Separation could result in substantial tax liability to us and our stockholders. • The distribution of MtronPTI common stock may not qualify for tax-free treatment. • As a result of the Separation, certain of our directors and officers may have actual or potential conflicts of interest because of their positions or relationships with MtronPTI. 9 Table of Contents Risks Related to Our Structure We have engaged, and in the future may engage, in transactions with our affiliates.
Removed
During his election campaign, President Trump indicated that he would impose a 25% tariff against all goods imported from Canada and Mexico, a 60% tariff on goods from China, and a blanket tariff of 10% to 20% on other imports to the U.S.
Removed
On February 1, 2025, President Trump issued an Executive Order imposing tariffs at various levels on imports from Canada, Mexico, and China. The newly imposed tariffs have resulted in immediate threats of retaliatory tariffs against U.S. goods and resulted in discussions with the countries which have delayed many of the U.S. imposed tariffs while discussion with each trading partner continue.
Removed
Inflation is expected to remain elevated in 2025 and the continued higher inflation may have an adverse impact on our Manufacturing cost of sales along with Engineering, selling and administrative expenses, as these costs could increase at a rate higher than our revenue. The U.S.
Removed
Federal Reserve decreased the federal funds rate a total of three times throughout 2024, resulting in a range from 4.25% to 4.50% as of December 31, 2024. However, it is expected that the U.S. Federal Reserve will continue to decrease the federal funds rate steady during 2025 to, among other things, control inflation.
Removed
This concentration of ownership may not be in the best interests of all of our stockholders. 19 Table of Contents The warrants to purchase shares of our common stock may not have any value.
Removed
The warrants to purchase shares of our common stock are "European style warrants." Before the Separation, the warrants had an exercise price of $12.50 per share and only become exercisable on the earlier of (i) the expiration date, November 16, 2025, and (ii) such date that the 30-day volume weighted average price per share ("VWAP") of our common stock was greater than or equal to $17.50.
Removed
Subsequent to the Separation, the warrant exercise price of $12.50 was adjusted to $4.75, and the warrant trigger price for potential acceleration of the exercise date of $17.50 was adjusted to $6.65.
Removed
The previously announced distribution of MtronPTI shares under the Separation was a qualifying dilutive event that required an adjustment under Section 10 of the warrant agreement, with the exercise price of the warrants and the trigger price for the potential acceleration of the exercise date for its warrants adjusted using the calculation provided within the warrant agreement.
Removed
The warrants became exercisable on March 4, 2025, and may be exercised in accordance with the terms of the warrant agreement until their expiration.
Removed
This exercise price does not necessarily bear any relationship to established criteria for valuation of our common stock, such as book value per share, cash flows, or earnings; and the holder of such warrant should not consider this exercise price as an indication of the current or future market price of our common stock.
Removed
There can be no assurance that the market price of our common stock will exceed $4.75 per share on November 16, 2025, the expiration date of the warrants, or at any other time the warrants may be exercised prior to such date.
Removed
If the market price of our common stock on such date does not exceed $4.75 per share, the warrants will be of no value. An active trading market for the warrants to purchase shares of our common stock may not be sustained.
Removed
If an active market for the warrants to purchase shares of our common stock is not sustained, it may be difficult for the holders thereof to sell such warrants without depressing the market price for such securities.
Removed
Holders of the warrants to purchase shares of our common stock will have no rights as a common stockholder until such holders exercise their warrants and acquire shares of our common stock.
Removed
Until warrant holders acquire shares of our common stock upon exercise of the warrants, warrant holders will have no rights with respect to the shares of our common stock underlying such warrants.
Removed
Upon the acquisition of shares of our common stock upon exercise of the warrants, the holders thereof will be entitled to exercise the rights of a common stockholder only as to matters for which the record date for the matter occurs after the exercise date of the warrants.
Removed
Adjustments to the exercise price of the warrants, or the number of shares of common stock for which the warrants are exercisable, following certain corporate events may not fully compensate warrant holders for the value they would have received if they held the common stock underlying the warrants at the time of such events.
Removed
The warrants provide for adjustments to the exercise price of the warrants following a number of corporate events, including (i) our issuance of a stock dividend or the subdivision or combination of our common stock, (ii) our issuance of rights, options or warrants to purchase our common stock at a price below the 10-day VWAP of our common stock, (iii) a distribution of capital stock of the Company or any subsidiary other than our common stock, rights to acquire such capital stock, evidences of indebtedness or assets, (iv) our issuance of a cash dividend on our common stock, and (v) certain tender offers for our common stock by the Company or one or more of our wholly-owned subsidiaries.
Removed
The warrants also provide for adjustments to the number of shares of common stock for which the warrants are exercisable following our issuance of a stock dividend or the subdivision or combination of our common stock.
Removed
Any adjustment made to the exercise price of the warrants or the number of shares of common stock for which the warrants are exercisable following a corporate event in accordance with these provisions may not fully compensate warrant holders for the value they would have received if they held the common stock underlying the warrants at the time of the event.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed1 unchanged
Biggest changePTF’s operations, which comprise our Electronic Instruments segment, are located in Wakefield, Massachusetts, where PTF leases approximately 3,600 square feet of office and manufacturing space.
Biggest changePTF’s operations, which comprise our Electronic Instruments segment, are located in Wakefield, Massachusetts, where PTF leases approximately 3,600 square feet of office and manufacturing space. We are of the opinion that the properties are suitable for our respective businesses and have production capacities adequate to meet the current needs of our businesses.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeMine Safety Disclosures Not applicable. 22 Table of Contents PART II
Biggest changeMine Safety Disclosures Not applicable. 19 Table of Contents PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

2 edited+0 added−0 removed0 unchanged
Biggest changeItem 4. Mine Safety Disclosures 22 PART II Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 23 Item 6. Reserved 23 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 24 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 29 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 19 PART II Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 20 Item 6. Reserved 20 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 21 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 26 Item 8.
Financial Statements and Supplementary Data 29 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 30 Item 9A. Controls and Procedures 30
Financial Statements and Supplementary Data 26 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 27 Item 9A. Controls and Procedures 27

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+6 added−2 removed2 unchanged
Biggest changeHolders of Common Stock and Warrants As of March 14, 2025, we had approximately 1,270 holders of record of our common stock and approximately 740 holders of record of our warrants.
Biggest changeMarket for Common Equity Our common stock is traded on the NYSE American under the symbol "LGL." Holders of Common Stock and Warrants As of March 16, 2026, we had approximately 1,300 holders of record of our common stock.
Purchases of Equity Securities by the Issuer or Affiliated Purchaser The following table sets forth information with respective to shares of common equity purchased by the Company during the three months ended December 31, 2024: Total Number of Shares Purchased (1) Weighted Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Program (1) Maximum Number (or Approximate Dollar Value) of Shares that May Yet to be Purchased Under the Plan or Programs October 1, 2024 - October 31, 2024 — $ — — 458,416 November 1, 2024 - November 30, 2024 — — — 458,416 December 1, 2024 - December 31, 2024 — — — 458,416 Total — — (1) On August 29, 2011, our Board increased the total number of shares authorized for repurchase under the Company’s existing share repurchase program to 797,491 shares, of which 540,000 shares were available to be repurchased, at such times, amounts and prices as the Company shall deem appropriate.
Purchases of Equity Securities by the Issuer or Affiliated Purchaser The following table sets forth information with respective to shares of common equity purchased by the Company during the three months ended December 31, 2025: Total Number of Shares Purchased (1) Weighted Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Program (1) Maximum Number (or Approximate Dollar Value) of Shares that May Yet to be Purchased Under the Plan or Programs October 1, 2025 - October 31, 2025 — $ — — 406,953 November 1, 2025 - November 30, 2025 — — — 406,953 December 1, 2025 - December 31, 2025 — — — 406,953 Total — — (1) On August 29, 2011, our Board increased the total number of shares authorized for repurchase under the Company’s existing share repurchase program to 797,491 shares, of which 540,000 shares were available to be repurchased, at such times, amounts and prices as the Company shall deem appropriate.
The share repurchase program has no time limits and may be suspended or discontinued at any time. As of December 31, 2024, the Company has repurchased a total of 81,584 shares of common stock under this program at a cost of $580, which shares are currently held in treasury.
The share repurchase program has no time limits and may be suspended or discontinued at any time by our Board. As of December 31, 2025, the Company has repurchased a total of 133,047 shares of common stock under this program at a cost of $946, which shares are currently held in treasury.
The actual number of holders of common stock and warrants is greater than this number of record holders, and includes holders who are beneficial owners, but whose shares or warrants are held in street name by brokers and other nominees.
The actual number of holders of our common stock is greater than this number of record holders, and includes holders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include holders whose shares may be held in trust by other entities.
Item 5. Market for the Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Unless otherwise stated, all dollar amounts are in thousands. Market for Common Equity Our common stock and warrants are traded on the NYSE American, under the symbols "LGL" and "LGL WS," respectively.
Item 5. Market for the Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Unless otherwise stated, all dollar amounts are in thousands.
No cash dividends have been paid to our stockholders since January 30, 1989, and none are expected to be paid for the foreseeable future. Warrants LGL Group has approximately 5.25 million "European Style" warrants outstanding, exercisable at a 5 for 1 ratio into LGL Group common stock.
No cash dividends have been paid to our stockholders since January 30, 1989, and none are expected to be paid for the foreseeable future. Warrants On November 16, 2020, the Company issued 5,258,320 "European-style" warrants (the "Warrants") to holders of record of outstanding shares of the Company's common stock as of November 9, 2020.
This number of holders of record also does not include holders whose shares or warrants may be held in trust by other entities. Recent Sales of Unregistered Securities The Company did not sell any equity securities during the three months and year ended December 31, 2024 that were not registered under the Securities Act.
Recent Sales of Unregistered Securities The Company did not sell any equity securities during the year ended December 31, 2025 that were not registered under the Securities Act.
Removed
On March 6, 2025, we announced that the warrants became exercisable through November 16, 2025, the expiration date. Assuming that all warrants are exercised, the net proceeds from the exercise of the warrants will be $4,995.
Added
The Warrants were listed on the NYSE American and traded under the symbol "LGL.WS." Five (5) Warrants entitled their holder to purchase one (1) share of LGL Group common stock at an exercise price of $12.50 and were exercisable at the earlier (i) the expiration of the warrant term, which is November 16, 2025, or (ii) subject to a date acceleration if triggered only after the average volume weighted average price ("VWAP") of LGL Group common stock for 30 consecutive trading days is greater than or equal to $17.50.
Removed
The Company intends to use the net proceeds from the exercise of the warrants for general corporate purposes, which may include working capital, general and administrative expenses, capital expenditures and implementation of our strategic priorities. Pending the application of the net proceeds, we may invest the proceeds in short-term, interest bearing, investment-grade marketable securities or money market obligations.
Added
The Warrants also provide for the adjustment of the exercise price and the trigger price for potential acceleration of the exercise date, upon the occurrence of certain dilutive events. Pursuant to the warrant agreement, the Distribution was a qualifying dilutive event that required an adjustment to the exercise price and the trigger price for potential acceleration of the exercise date.
Added
Effective October 18, 2022, the warrant exercise price was adjusted to $4.75 and the target trigger price for potential acceleration of the exercise date was adjusted to $6.65 ("Adjusted Trigger Price").
Added
On March 4, 2025, the average VWAP of LGL Group Common Stock exceeded the Adjusted Trigger Price for 30 consecutive trading days, which resulted in the Warrants becoming immediately exercisable. As of December 31, 2025, Warrant holders exercised 4,186,010, or 79.6%, of the Warrants, in a net share settlement of 837,202 shares of common stock.
Added
The remaining 1,072,310 Warrants expired unexercised in accordance with their terms. On January 22, 2026, the Company distributed 214,462 shares of common stock to Warrant holders who elected to participate in the over-subscription privilege. The gross proceeds to the Company were $5.0 million, of which $3.6 million was receivable as of December 31, 2025.
Added
As of December 31, 2025, no Warrants remained outstanding.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

18 edited+4 added−8 removed34 unchanged
Biggest changeThe increase was partially offset by: • Deferred income tax expense (benefit) decreased $26 from $82 in 2023 to $56 in 2024; and • Net change in operating assets and liabilities decreased $111 from $345 in 2023 to $234 in 2024. 27 Table of Contents Our working capital metrics and ratios were as follows: As of December 31, (in thousands) 2024 2023 Current assets $ 42,642 $ 41,566 Less: Current liabilities 904 474 Working capital $ 41,738 $ 41,092 Current ratio 47.2 87.7 Management continues to focus on efficiently managing working capital requirements to match operating activity levels and will seek to deploy the Company’s working capital where it will generate the greatest returns.
Biggest changeCash Flow Activity The following table presents the cash flow activity for the periods indicated: As of December 31, (in thousands) 2025 2024 Cash and cash equivalents, beginning of year $ 41,585 $ 40,711 Cash provided by operating activities 70 874 Cash (used in) provided by financing activities (141 ) — Net change in cash and cash equivalents (71 ) 874 Cash and cash equivalents, end of year $ 41,514 $ 41,585 Operating Activities Cash provided by operating activities was $70 in 2025 compared to $874 in 2024, a decrease of $804 primarily due to the following: • Net income increased $233 from $522 in 2024 to $755 in 2025; • Lower non-cash adjustments, including: ◦ Stock-based compensation, which increased $25 from $36 in 2024 to $61 in 2025; ◦ Net gains (losses) increased $24 from ($5) in 2024 to $19 in 2025 related to mark-to-market movements on Marketable securities; ◦ Deferred income tax provision, which decreased $87 from $56 in 2024 to ($31) in 2025; • Working capital movements, including: ◦ Accounts receivable, which increased $79 in 2025 compared to $137 in 2024, consistent with the overall increase in Net sales; ◦ Prepaid expenses and other assets, which increased $25 in 2025 compared to $7 in 2024, reflecting an increase in income tax receivable; and ◦ Accounts payable, accrued compensation, other accrued expenses, and other liabilities, which decreased $633 in 2025 compared to an increase of $441 in 2024, reflecting the reversal of a previously recorded uncertain tax position as the related tax matter is no longer subject to examination by the relevant taxing authority. 24 Table of Contents Our working capital metrics and ratios were as follows: As of December 31, (in thousands) 2025 2024 Current assets $ 46,324 $ 42,642 Less: Current liabilities 915 904 Working capital $ 45,409 $ 41,738 Current ratio 50.6 47.2 Management continues to focus on efficiently managing working capital requirements to match operating activity levels and will seek to deploy the Company’s working capital where it will generate the greatest returns.
Trends and Uncertainties We are not aware of any material trends or uncertainties, other than the global economic conditions affecting our industry generally, that may reasonably be expected to have a material impact, favorable or unfavorable, on our revenues or income other than those listed in Part I, Item 1A, Risk Factors, of this Report .
Trends and Uncertainties We are not aware of any material trends or uncertainties, other than the global economic conditions affecting our industry generally, that may reasonably be expected to have a material impact, favorable or unfavorable, on our revenues or income other than those discussed below and listed in Part I, Item 1A, Risk Factors, of this Report .
Order backlog is adjusted quarterly to reflect project cancellations, deferrals, revised project scope and cost, and sales of subsidiaries, if any. We expect to fill a substantial portion of our order backlog as of December 31, 2024 in 2025, but cannot provide assurances as to what portion of the order backlog will be fulfilled in a given year.
Order backlog is adjusted quarterly to reflect project cancellations, deferrals, revised project scope and cost, and sales of subsidiaries, if any. We expect to fill a substantial portion of our order backlog as of December 31, 2025 in 2026, but cannot provide assurances as to what portion of the order backlog will be fulfilled in a given year.
Please see the full text of the Agreements, filed as Exhibits 2.1, 10.3, and 10.4, respectively, to this Report on Form 10-K. 28 Table of Contents Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States.
Please see the full text of the Agreements, filed as Exhibits 2.1, 10.3, and 10.4, respectively, to this Report on Form 10-K. 25 Table of Contents Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States.
Contractual Obligations The following table summarizes contractual obligations in total, and by remaining maturity: Payments due by Period (in thousands) Total Payments 2025 2026 2027 2028 2029 Leases $ 380 $ 76 $ 76 $ 76 $ 76 $ 76 Total $ 380 $ 76 $ 76 $ 76 $ 76 $ 76 Leases Leases relate to our Electronic Instruments business and represent the future minimum lease payments under our operating leases.
Contractual Obligations The following table summarizes contractual obligations in total, and by remaining maturity: Payments due by Period (in thousands) Total Payments 2026 2027 2028 2029 Leases $ 304 $ 76 $ 76 $ 76 $ 76 Total $ 304 $ 76 $ 76 $ 76 $ 76 Leases Leases relate to our Electronic Instruments business and represent the future minimum lease payments under our operating leases.
For a discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022, refer to Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024, which is available free of charge on the SEC's website at https://www.sec.gov and on our website at www.lglgroup.com.
For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, refer to Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025, which is available free of charge on the SEC's website at https://www.sec.gov and on our website at www.lglgroup.com.
Our ability to generate and maintain sufficient liquidity and capital depends on the profitability of the businesses, timing of cash flows, general economic conditions and access to the capital markets and the other sources of liquidity and capital described herein. As of December 31, 2024 and 2023, Cash and cash equivalents were $41,585 and $40,711, respectively.
Our ability to generate and maintain sufficient liquidity and capital depends on the profitability of the businesses, timing of cash flows, general economic conditions and access to the capital markets and the other sources of liquidity and capital described herein. As of December 31, 2025 and 2024, Cash and cash equivalents were $41,514 and $41,585, respectively.
Backlog As of December 31, 2024, our order backlog was $336, a increase of $193, compared to $143 as of December 31, 2023 primarily due to the timing and size of orders. The backlog of unfilled orders includes amounts based on purchase orders, which we have determined are firm orders likely to be fulfilled primarily in the next 12 months.
Backlog As of December 31, 2025, our order backlog was $625, an increase of $289, compared to $336 as of December 31, 2024 primarily due to the timing and size of orders. The backlog of unfilled orders includes amounts based on purchase orders, which we have determined are firm orders likely to be fulfilled primarily in the next 12 months.
Changing Interest Rates The U.S. Federal Reserve decreased the federal funds rate a total of three times throughout 2024, resulting in a range from 4.25% to 4.50% as of December 31, 2024. Through the date of filing of this Report, the U.S. Federal Reserve has maintained the federal funds rate between 4.25% to 4.50%. It is expected that the U.S.
Changing Interest Rates The U.S. Federal Reserve decreased the federal funds rate a total of three times throughout 2025, resulting in a range from 3.50% to 3.75% as of December 31, 2025. Through the date of filing of this Report, the U.S. Federal Reserve has maintained the federal funds rate between 3.50% to 3.75%.
Net Income Attributable to Non-Controlling Interests Net income attributable to non-controlling interests increased $42 from $48 in 2023 to $90 in 2024 primarily due to higher income from LGL Systems. 25 Table of Contents Results of Operations - Operating Segments Electronic Instruments The following table presents income from continuing operations of our Electronic Instruments segment for the periods indicated: Year Ended December 31, (in thousands) 2024 2023 Revenues: Net sales $ 2,226 $ 1,728 Total revenues 2,226 1,728 Expenses: Manufacturing cost of sales 1,047 796 Engineering, selling and administrative 936 780 Total expenses 1,983 1,576 Income from continuing operations before income taxes $ 243 $ 152 2024 Compared to 2023 Income from Continuing Operations Before Income Taxes Income from continuing operations before income taxes increased $91, or 59.9%, from $152 in 2023 to $243 in 2024.
Net Income Attributable to Non-Controlling Interests Net income attributable to non-controlling interests decreased $23 from $90 in 2024 to $67 in 2025 primarily due to lower income from LGL Systems. 22 Table of Contents Results of Operations - Operating Segments Electronic Instruments The following table presents income before income taxes of our Electronic Instruments segment for the periods indicated: Year Ended December 31, (in thousands) 2025 2024 Revenues: Net sales $ 2,453 $ 2,226 Total revenues 2,453 2,226 Expenses: Manufacturing cost of sales 1,155 1,047 Engineering, selling and administrative 1,002 936 Total expenses 2,157 1,983 Income before income taxes $ 296 $ 243 2025 Compared to 2024 Income Before Income Taxes Income before income taxes increased $53, or 21.8%, from $243 in 2024 to $296 in 2025.
The increase was primarily driven by a $498, or 28.8%, increase in Net sales from $1,728 in 2023 to $2,226 in 2024 primarily due to additional contracts won in 2024.
The increase was primarily driven by a $227, or 10.2%, increase in Net sales from $2,226 in 2024 to $2,453 in 2025 primarily due to additional contracts won in 2024.
Gross Margin Gross margin (Net sales less Manufacturing cost of sales as a percentage of Net sales) decreased 90 basis points from 53.9% in 2023 to 53.0% in 2024 primarily due to several contracts with lower margin products within the Electronic Instruments segment.
Gross Margin Gross margin (Net sales less Manufacturing cost of sales as a percentage of Net sales) decreased 10 basis points from 53.0% in 2024 to 52.9% in 2025 primarily due to the slight increase in Manufacturing cost of sales.
The increase was partially offset by: • a $251, or 31.5%, increase in Manufacturing cost of sales from $796 in 2023 to $1,047 in 2024 primarily due to several contracts with higher cost products; and • a $156, or 20.0%, increase in Engineering, selling and administrative from $780 in 2023 to $936 in 2024 primarily due to higher salaries and benefits.
The increase was partially offset by: • a $108, or 10.3%, increase in Manufacturing cost of sales from $1,047 in 2024 to $1,155 in 2025 consistent with the increase in Net sales; and • a $66, or 7.1%, increase in Engineering, selling and administrative from $936 in 2024 to $1,002 in 2025 primarily due to higher salaries and benefits.
Merchant Investment The following table presents income from continuing operations of our Merchant Investment segment for the periods indicated: Year Ended December 31, (in thousands) 2024 2023 Revenues: Net investment income $ 1,228 $ 869 Total revenues 1,228 869 Expenses: Engineering, selling and administrative 381 216 Total expenses 381 216 Income from continuing operations before income taxes $ 847 $ 653 2024 Compared to 2023 Income from Continuing Operations Before Income Taxes Income from continuing operations before income taxes increased $194 from $653 in 2023 to $847 in 2024 due to an increase in Net investment income driven by higher balances invested in United States Treasury money market funds in 2024 partially offset by higher corporate-level expenses allocated to the Merchant Investment segment. 26 Table of Contents Corporate The following table presents income from continuing operations of Corporate for the periods indicated: Year Ended December 31, (in thousands) 2024 2023 Revenues: Net investment income $ 843 $ 697 Net (losses) gains (5 ) 384 Total revenues 838 1,081 Expenses: Engineering, selling and administrative 1,229 1,240 Total expenses 1,229 1,240 Loss from continuing operations before income taxes $ (391 ) $ (159 ) 2024 Compared to 2023 Loss from Continuing Operations Before Income Taxes Loss from continuing operations before income taxes increased $232, or 145.9%, from $159 in 2023 to $391 in 2024 primarily due to a $389, or 101.3%, decrease in Net gains (losses) from $384 in 2023 to ($5) in 2024 driven by mark-to-market movements on Marketable securities in 2024 versus realized gains on the related sales of mutual fund investments in 2023 partially offset by a $146, or 20.9%, increase in Net investment income from $697 in 2023 to $843 in 2024 driven by higher balances invested in United States Treasury money market funds.
Merchant Investment The following table presents income before income taxes of our Merchant Investment segment for the periods indicated: Year Ended December 31, (in thousands) 2025 2024 Revenues: Net investment income $ 1,042 $ 1,228 Total revenues 1,042 1,228 Expenses: Engineering, selling and administrative 477 381 Total expenses 477 381 Income before income taxes $ 565 $ 847 2025 Compared to 2024 Income Before Income Taxes Income before income taxes decreased $282 from $847 in 2024 to $565 in 2025 primarily due to: • a $188, or 22.3%, decrease in Net investment income from $1,228 in 2024 to $1,042 in 2025 reflecting lower yields earned on investments in United States Treasury money market funds; and • a $96, or 25.2%, increase in Engineering, selling and administrative due to higher corporate-level expenses allocated to the Merchant Investment segment. 23 Table of Contents Corporate The following table presents income before incomes taxes of the Corporate segment for the periods indicated: Year Ended December 31, (in thousands) 2025 2024 Revenues: Net investment income $ 655 $ 843 Net gains (losses) 19 (5 ) Total revenues 674 838 Expenses: Engineering, selling and administrative 1,286 1,229 Total expenses 1,286 1,229 Loss before income taxes $ (612 ) $ (391 ) 2025 Compared to 2024 Loss Before Income Taxes Loss before income taxes increased $221, or 56.5%, from $391 in 2024 to $612 in 2025 primarily due to: • a $188, or 22.3%, decrease in Net investment income from $843 in 2024 to $655 in 2025 reflecting lower yields earned on investments in United States Treasury money market funds; and • a $57, or 4.6%, increase in Engineering, selling and administrative from $1,229 in 2024 to $1,286 in 2025 driven by higher professional services fees.
The following items contributed to the overall increase: • a $251, or 31.5%, increase in Manufacturing cost of sales from $796 in 2023 to $1,047 in 2024 primarily due to several contracts with higher cost products within the Electronic Instruments segment; and • a $310, or 13.9%, increase in Engineering, selling and administrative from $2,236 in 2023 to $2,546 in 2024 primarily due to higher salaries, wages, and benefits within the Electronic Instruments and Corporate segments in 2024 compared to 2023.
The following items contributed to the overall increase: • a $108, or 10.3%, increase in Manufacturing cost of sales from $1,047 in 2024 to $1,155 in 2025 consistent with the increase in Net sales; and • a $219, or 8.6%, increase in Engineering, selling and administrative from $2,546 in 2024 to $2,765 in 2025 primarily due to higher salaries, wages, and benefits as well as higher professional service fees.
As a result, we may increase the prices we charge our customers. 24 Table of Contents Results of Operations - Consolidated The following table presents our Consolidated Statements of Operations for the periods indicated: Year Ended December 31, (in thousands, except share data) 2024 2023 $ Change % Change Revenues: Net sales $ 2,226 $ 1,728 $ 498 28.8 % Net investment income 2,071 1,566 505 32.2 % Net (losses) gains (5 ) 384 (389 ) -101.3 % Total revenues 4,292 3,678 614 16.7 % Expenses: Manufacturing cost of sales 1,047 796 251 31.5 % Engineering, selling and administrative 2,546 2,236 310 13.9 % Total expenses 3,593 3,032 561 18.5 % Income from continuing operations before income tax expense 699 646 53 8.2 % Income tax expense 177 301 (124 ) -41.2 % Net income from continuing operations 522 345 177 51.3 % Income (loss) from discontinued operations, net of tax — (28 ) 28 100.0 % Net income 522 317 205 64.7 % Less: Net income attributable to non-controlling interests 90 48 42 87.5 % Net income attributable to LGL Group common stockholders $ 432 $ 269 $ 163 60.6 % 2024 Compared to 2023 Total Revenues Total revenues increased $614, or 16.7%, from $3,678 in 2023 to $4,292 in 2024.
We may seek to adjust prices charged to customers; however, there can be no assurance that such adjustments would be successful. 21 Table of Contents Results of Operations - Consolidated The following table presents our Consolidated Statements of Operations for the periods indicated: Year Ended December 31, (in thousands, except share data) 2025 2024 $ Change % Change Revenues: Net sales $ 2,453 $ 2,226 $ 227 10.2 % Net investment income 1,697 2,071 (374 ) (18.1 %) Net gains (losses) 19 (5 ) 24 480.0 % Total revenues 4,169 4,292 (123 ) (2.9 %) Expenses: Manufacturing cost of sales 1,155 1,047 108 10.3 % Engineering, selling and administrative 2,765 2,546 219 8.6 % Total expenses 3,920 3,593 327 9.1 % Income before income taxes 249 699 (450 ) (64.4 %) Income tax (benefit) expense (506 ) 177 (683 ) (385.9 %) Net income 755 522 233 44.6 % Less: Net income attributable to non-controlling interests 67 90 (23 ) (25.6 %) Net income attributable to LGL Group common stockholders $ 688 $ 432 $ 256 59.3 % 2025 Compared to 2024 Total Revenues Total revenues decreased $123, or 2.9%, from $4,292 in 2024 to $4,169 in 2025.
The following items contributed to the overall increase: • a $498, or 28.8%, increase in Net sales from $1,728 in 2023 to $2,226 in 2024 primarily due to additional contracts won within the Electronic Instruments segment; and • a $505, or 32.2%, increase in Net investment income from $1,566 in 2023 to $2,071 in 2024 primarily due to higher balances invested in United States Treasury money market funds within the Merchant Investment and Corporate segments.
The overall decrease was primarily driven by a $374, or 18.1%, decrease in Net investment income from $2,071 in 2024 to $1,697 in 2025 reflecting lower yields earned on our investments in United States Treasury money market funds within the Merchant Investment and Corporate segments.
Federal Reserve will continue to decrease the federal funds rate during 2025 to, among other things, control inflation; however, the timing of any future changes remains unclear. If interest rates continue to decline, the returns generated by our investments in U.S. Treasuries could be adversely impacted.
If interest rates continue to decline, the returns generated by our investments in U.S. Treasuries could be adversely impacted. Tariffs U.S. trade policy, including the imposition, modification, or removal of tariffs remains subject to change due to legislative, regulatory, and judicial developments.
Removed
Tariffs The current U.S. federal administration has proposed or imposed tariffs on certain products entering the United States imported from other countries. Additionally, foreign governments have imposed retaliatory tariffs on products exported from the United States.
Added
Changes in tariff regimes or trade restrictions may increase the cost of imported components, raw materials, or finished goods. If such cost increases occur and exceed our ability to offset them through pricing actions, cost reduction, or supply chain adjustments, our margins and results of operations could be adversely affected.
Removed
The increase in tariffs could have an adverse impact on Manufacturing cost of goods as these costs could increase at a higher rate than our revenues.
Added
The decrease was partially offset by a $227, or 10.2%, increase in Net sales from $2,226 in 2024 to $2,453 in 2025 primarily due to higher product shipments within the Electronic Instruments segment. Total Expenses Total expenses increased $327, or 9.1%, from $3,593 in 2024 to $3,920 in 2025.
Removed
The increase was partially offset by a $389, or 101.3%, decrease in Net gains (losses) from $384 in 2023 to ($5) in 2024 primarily due to mark-to-market movements on Marketable securities in 2024 versus realized gains on the related sales of mutual fund investments in 2023 within the Corporate segment.
Added
Income Tax Expense Income tax expense decreased $683, or 385.9%, from $177 in 2024 to ($506) in 2025 primarily due to the reversal of a previously recorded uncertain tax position as the related tax matter is no longer subject to examination by the relevant taxing authority.
Removed
Total Expenses Total expenses increased $561, or 18.5%, from $3,032 in 2023 to $3,593 in 2024.
Added
Financing Activities Cash used in financing activities was $141 in 2025 compared to $0 in 2024, a decrease of $141 primarily due to the repurchase of common stock partially offset by the net proceeds from the exercise of warrants.
Removed
Income Tax Expense Income tax expense decreased $124, or 41.2%, from $301 in 2023 to $177 in 2024 primarily due to return-to-provision true ups in 2024 partially offset by the increase in Income from continuing operations discussed above.
Removed
Income from Discontinued Operations, Net of Tax Income (loss) from discontinued operations increased $28, or 100.0%, from ($28) in 2023 to $0 in 2024 primarily due to Separation costs incurred 2023.
Removed
Cash Flow Activity The following table presents the cash flow activity for the periods indicated: As of December 31, (in thousands) 2024 2023 Cash and cash equivalents, beginning of year $ 40,711 $ 21,507 Cash provided by operating activities 874 385 Cash provided by investing activities — 18,819 Net change in cash and cash equivalents 874 19,204 Cash and cash equivalents, end of year $ 41,585 $ 40,711 Operating Activities Cash provided by operating activities was $874 in 2024 compared to $385 in 2023, an increase of $489 primarily due to the following: • Net income increased $205 from $317 in 2023 to $522 in 2024; and • Net gains (losses) decreased $389 from $384 in 2023 to ($5) in 2024 related to mark-to-market movements on Marketable securities in 2024 versus realized gains from sales of mutual fund investments in 2023.
Removed
Investing Activities Cash provided by investing activities was $0 in 2024 compared to $18,819 in 2023, a decrease of $18,819 primarily due to the sale of the Company's investments in marketable securities, including IrontNet, Inc. and mutual fund investments during Q1 and Q2 2023 at a gain as well as the consolidation of non-controlling interests related to LGL Systems Acquisition Holding Company, LLC.

Other LGL 10-K year-over-year comparisons