Form 8-K

8-K — M-tron Industries, Inc.

Accession: 0001437749-26-010186

Filed: 2026-03-30

Period: 2026-03-30

CIK: 0001902314

SIC: 3679 (ELECTRONIC COMPONENTS, NEC)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — mpti20260326_8k.htm (Primary)

EX-4.1 — SPECIMEN CERTIFICATE FOR SUBSCRIPTION RIGHTS (ex_937793.htm)

EX-4.2 — INSTRUCTIONS FOR RIGHTS CERTIFICATE (ex_938695.htm)

EX-5.1 — OPINION - BARNES & THORNBURG LLP (ex_937590.htm)

EX-99.1 — FORM OF NOTICE TO RIGHTSHOLDERS WHO ARE RECORD HOLDERS (ex_937794.htm)

EX-99.2 — FORM OF NOTICE OF GUARANTEED DELIVERY (ex_937795.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: mpti20260326_8k.htm · Sequence: 1

mpti20260326_8k.htm

false

0001902314

2026-03-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 30, 2026

M-tron Industries, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-41391

46-0457994

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2525 Shader Road, Orlando, FL

32804

(Address of Principal Executive Offices)

(Zip Code)

(407) 298-2000

Registrant’s Telephone Number, Including Area Code

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01

MPTI

NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events

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

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

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

No Offer or Solicitation

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

Forward-Looking Statements

This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements in this communication which are not historical facts are forward-looking statements, including statements of expectations of or assumptions about the Company’s financial and operational performance, revenues, earnings per share, cash flow or use, cost savings and operational efficiencies. The words "anticipate," "assume," "believe," "budget," "estimate," "expect," "forecast," "intend," "plan," "project," "will," and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are based on assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions, expected future developments, and other factors that the Company believes are appropriate under the circumstances. All forward-looking statements involve a number of known and unknown risks and uncertainties which could affect the Company’s actual results and performance and could cause its actual results and performance to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company. Additionally, there can be no guarantee that any stockholder of the Company will exercise the subscription rights held by such stockholder, and as a result there can be no guarantee that the Company will derive the benefits of the transaction described in this Current Report on Form 8-K. Further information regarding the important factors that could cause actual results to differ from projected results can be found in the Company’s reports filed with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, its Quarterly Reports on Form 10-Q, and its other filings with the SEC. Forward-looking statements are not guarantees of future performance and actual results or performance may be materially different from those expressed or implied in the forward-looking statements. The forward-looking statements in this Current Report on Form 8-K speak as of the date of this report. The forward-looking statements contained in this Current Report on Form 8-K reflect management’s estimates and beliefs as of the date of this report. The Company does not undertake to update these forward-looking statements.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

4.1

Specimen Certificate for Subscription Rights.

4.2

Instructions for use of Subscription Right Certificate.

5.1

Opinion of Barnes & Thornburg LLP.

23.1

Consent of Barnes & Thornburg, LLP (included in Exhibit 5.1).

99.1

Form of Notice to Stockholders who are Acting as Nominees.

99.2

Form of Notice of Guaranteed Delivery.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

M-TRON INDUSTRIES, INC.

(Registrant)

Date: March 30, 2026

By:

/s/ Cameron Pforr

Name:

Cameron Pforr

Title:

Chief Executive Officer and Chief Financial Officer

EX-4.1 — SPECIMEN CERTIFICATE FOR SUBSCRIPTION RIGHTS

EX-4.1

Filename: ex_937793.htm · Sequence: 2

ex_937793.htm

Exhibit 4.1

[Holder Information]

M-TRON INDUSTRIES, INC. COMMON STOCK RIGHTS CERTIFICATE

COMMON STOCK RIGHTS CERTIFICATE TO SUBSCRIBE FOR SHARES OF COMMON STOCK FOR HOLDERS OF RECORD OF M-TRON INDUSTRIES, INC. COMMON STOCK AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 27, 2026. EXERCISABLE ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON APRIL 15, 2026, UNLESS EXTENDED BY THE COMPANY.

As the registered owner of the rights certificate below (the “Rights Certificate”), you are entitled to subscribe for the number of shares of Common Stock, par value $0.01 per share (the “Common Stock” or “MPTI RT”), of M-tron Industries, Inc., a Delaware corporation (the “Company”), shown above and below. Five (5) subscription rights (each a “Right”) entitles the holder to subscribe for and purchase one (1) share of Common Stock (the “Basic Subscription Privilege”) at a subscription price per share equal to $59.00 (the “Subscription Price”), pursuant to a rights offering (the “Rights Offering”). If any shares of Common Stock available for purchase in the Rights Offering are not purchased by the Rightsholders who are shareholders of record as of March 27, 2026 (the “Record Date”), pursuant to the exercise of their Basic Subscription Privilege (the “Excess Shares”), any such Rightsholder fully exercising its Basic Subscription Privilege hereunder may also subscribe for a number of Excess Shares pursuant to the terms and conditions of the Rights Offering, subject to proration (the “Oversubscription Privilege”) as described in the prospectus supplement relating to the Rights Offering, dated March 30, 2026, together with the base prospectus dated February 11, 2025, forming a part of the Company’s effective Registration Statement on Form S-3 (together, the “Prospectus”).

If you choose to exercise your Rights, your completed Rights Certificate must be received by 5:00 p.m., New York City time, on April 15, 2026, which is the Expiration Time (unless extended by the Company). If you choose to sell or transfer your Rights, your completed Rights Certificate must be received by the Subscription Agent by 11:00 A.M., New York City time, on April 8, 2026 (five business days prior to the Expiration Time, as may be adjusted in the event of an extension of the Expiration Time). 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 by April 8, 2026 (at least five business days prior to the Expiration Time). If you are a registered foreign holder and choose to exercise your Rights, you must notify the Subscription Agent on or before 11:00 a.m., New York City time, on April 8, 2026 (the fifth business day prior to the Expiration Time), and must establish to the satisfaction of the Subscription Agent that such exercise is permitted under applicable law.

FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING, PLEASE REFER TO THE PROSPECTUS, WHICH IS INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE INFORMATION AGENT, GEORGESON LLC, at (866) 539-6575 (TOLL FREE).

EXERCISABLE ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON APRIL 15, 2026 UNLESS

EXTENDED BY THE COMPANY (THE “EXPIRATION TIME”)

(Complete appropriate section on subsequent pages of this form.)

The Company is conducting a Rights Offering, which entitles holders of the Company’s Common Stock, par value $0.01 per share, to receive a Right for each share of Common Stock held by them as of 5:00 P.M. New York City time, on the Record Date. Five (5) Rights entitle the holder to subscribe for one (1) share of Common Stock pursuant to its Basic Subscription Privilege. For Rightsholders who are shareholders of record as of the Record Date, if such holder’s Basic Subscription Privilege is fully exercised, such holder may subscribe for additional shares of Common Stock pursuant to the Oversubscription Privilege. If the aggregate Subscription Price delivered or transmitted by the Rightsholder with the Rights Certificate exceeds the aggregate Subscription Price for all shares for which the Rightsholder would be entitled to subscribe pursuant to its Basic Subscription Privilege and no direction is given as to the excess, such eligible Rightsholder will be deemed to have subscribed for a number of Excess Shares equal to the maximum whole number of Excess Shares that could be purchased with such excess Subscription Price. Shares of Common Stock purchased pursuant to the Rights Offering will be issued by the Transfer Agent as soon as practicable following the Expiration Time. No fractional Rights or cash in lieu thereof will be issued or paid and fractional Rights or shares of Common Stock will be rounded down, as described in the Prospectus. Set forth herein is the number of Rights evidenced by this Rights Certificate that the Rightsholder is entitled to exercise pursuant to such Rightsholder’s Basic Subscription Privilege. If shares of Common Stock applicable to a subscription are held by more than one record holder, the Rights Certificate must be signed by each such holder; if a holder or joint holders (registrants) hold more than one position in the Company, as indicated by different accounts on the relevant record holder list, then separate, properly completed and executed Rights Certificates must be submitted for each such position held by that or those joint holders (registrants).

The Company retains the right to terminate the Rights Offering at any time and for any reason prior to the Expiration Time.

This Rights Certificate is transferable, and may be combined or divided (but only into Rights Certificates evidencing full rights) at the office of the Subscription Agent. Rightsholders should be aware that if they choose to exercise, assign, transfer or sell only part of their Rights they may not receive a new Rights Certificate in sufficient time to exercise, assign, transfer or sell the remaining Rights evidenced thereby.

Signature of Owner and U.S. Person for Tax Certification

Signature of Co-Owner (if more than one registered holder listed)

Date (mm/dd/yyyy)

Signature(s) Guaranteed by:

Eligible Institution

IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

For questions and to request copies of materials, call the Information Agent – Georgeson LLC at (866) 539-6575 (toll free)

Please complete and return, as described below, on or before the dates outlined below.

SUBSCRIPTION AGENT:

If delivering by first class mail:

If delivering by registered, certified or express mail

or overnight courier:

Computershare

C/O Voluntary Corporate Actions; COY: TRON

P.O. Box 43011

150 Royall Street Suite V

Providence, RI 02940-3011

Canton, MA 02021

To participate in the Rights Offering available through your shares held through Computershare you must follow the instructions and complete the relevant section(s) below, sign and date the front page of this document, and return this signed Rights Certificate, with payment or any additional documents if applicable, to the Subscription Agent listed above. Check all boxes below that apply.

Exercise Your Rights and Subscribe for Shares of Common Stock

To subscribe for shares under the Basic Subscription Privilege, please complete Sections 1.A and 1.C below. If you are eligible and wish to subscribe for shares under the Oversubscription Privilege as well, you must also complete Section 1.B below. This Form of Exercise, Sale or Transfer and payment to the Subscription Agent must be received by 5:00 p.m., New York City time, on April 15, 2026, which is the Expiration Time (unless extended by the Company). Funds must clear your account before the Expiration Time. 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 business days prior to the Expiration Time. Please see paragraph 1 of the instructions accompanying this Rights Certificate.

☐ A. Basic Subscription Privilege: By checking this box, you will exercise your Rights at the price of $59.00 per share. No fractional Rights or shares of Common Stock will be issued. Please complete the fields below.

$59.00

(Five Rights = One MPTI share)

(no. of Rights)

(no. of shares of Common Stock)

(Subscription price)

(amount to pay)

Examples:

(100 MPTI RT Rights / 5) = 20 shares x $59.00 = $1,180.00 (you will receive 20 shares)

(99 MPTI RT Rights / 5) = 19 shares x $59.00 = $1,121.00 (you will receive 19 shares)

☐ B. Oversubscription Privilege: By checking this box, you will exercise your right to oversubscribe for additional shares (only available if you are a shareholder of record on the Record Date and when you fully subscribe for the Rights available to you in Section 1.A above). Please complete the fields below.

$59.00

(no. of shares of Common Stock)

(Subscription price)

(amount to pay)

C. TOTAL AMOUNT ENCLOSED:

(payable to Computershare Trust Company, N.A.)

(Total of Payments in 1.A and 1.B above)

Please indicate any changes of address for deliveries and payments, if applicable:

Address

If permanent change of address, check here: ☐

City

Daytime telephone number:

State

Evening telephone number:

Zip

Email address:

I hereby irrevocably subscribe for the number of shares of Common Stock indicated as the total of Sections 1.A and 1.B above upon the terms and conditions specified in the Prospectus relating thereto and incorporated by reference herein, receipt of which is acknowledged. I hereby agree that if I fail to pay for the shares of Common Stock for which I have subscribed, the Company may exercise any remedies available to it under law.

If the aggregate Subscription Price paid by a Rightsholder is insufficient to purchase the number of shares of Common Stock that the holder indicates are being subscribed for, or if a Rightsholder does not specify the number of shares of Common Stock to be purchased, or if the aggregate Subscription Price paid by a Rightsholder exceeds the amount necessary to purchase the number of shares of Common Stock for which the Rightsholder has indicated an intention to subscribe, then the Rightsholder will be deemed to have exercised first its Basic Subscription Privilege and second, if applicable, its Oversubscription Privilege to purchase a number of shares of Common Stock equal to the maximum whole number of shares that could be purchased with the payment tendered.

MAKE CHECKS PAYABLE TO: Computershare Trust Company, N.A.

DELIVERY OF THIS FORM OF EXERCISE, SALE OR TRANSFER TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

Full payment for shares subscribed for both the Basic Subscription Privilege (Section 1.A) and the Oversubscription Privilege (Section 1.B) must accompany this Rights Certificate or a notice of guaranteed delivery. Please reference your Rights Certificate Number (found of the front of this Rights Certificate) on your check, bank draft, money order or notice of guaranteed delivery. Funds must clear your account before the Expiration Time. If you intend on making your cash payment of the Subscription Price by uncertified check, you should ensure that the Subscription Agent receives the appropriate materials at least five business days prior to the Expiration Time. You may, at your option, wire your immediately available funds to the Subscription Agent. Before sending your wire, please contact the Information Agent at 1-866-539-6575 advise them of your intent to wire funds and to obtain wire instructions. This will ensure prompt and accurate credit upon receipt of your wire.

FOR RIGHTSHOLDERS REMITTING PAYMENT BY UNCERTIFIED PERSONAL CHECK, ANY FAILURE WHATSOEVER, REGARDLESS OF THE CAUSE OR NATURE OF SUCH FAILURE, OF THE SUBSCRIPTION AGENT TO RECEIVE YOUR PAYMENT OF THE SUBSCRIPTION PRICE FREE AND CLEAR BY THE EXPIRATION TIME SHALL RESULT IN THE CANCELLATION OF YOUR EXERCISES OF RIGHTS, AND YOUR RIGHTS WILL EXPIRE NULL AND VOID WITHOUT PAYMENT OF ANY COMPENSATION THEREFOR.

☐ Sell Your Rights

By checking the box for this section, you authorize the Subscription Agent to attempt to sell your unexercised Rights according to the procedures described in the Prospectus. If you choose to sell your Rights, your completed Rights Certificate (together with a properly completed and executed Internal Revenue Service Form W-8 or W-9, as applicable) must be received by the Subscription Agent by 11:00 A.M., New York City time, on April 8, 2026 (five business days prior to the Expiration Time, as may be adjusted in the event of an extension of the Expiration Time). Please see Paragraph 2 of the Instructions accompanying the Rights Certificate for timing considerations relating to the sale of rights.

Please indicate any changes of address for deliveries and payments, if applicable:

Address

If permanent change of address, check here: ☐

City

Daytime telephone number:

State

Evening telephone number:

Zip

Email address:

☐ Transfer Your Rights

If you want some or all of your unexercised Rights transferred to a designated transferee, or to a bank or broker to sell for you, check the box for this section and complete the requested information below. If you choose to transfer your Rights, your completed Rights Certificate (together with a properly completed and executed Internal Revenue Service Form W-8 or W-9, as applicable) must be received by the Subscription Agent by 11:00 A.M., New York City time, on April 8, 2026 (five business days prior to the Expiration Time, as may be adjusted in the event of an extension of the Expiration Time). Please see Paragraph 3 of the Instructions accompanying this Rights Certificate for timing considerations relating to the transfer of Rights.

For value received, of the Rights represented by this Form of Exercise, Sale or Transfer are assigned to:

Print Full Name of Bank or Broker or Assignee and Assignee’s Social Security Number

Print Full Address of Bank or Broker or Assignee

Signature(s) of Assignor(s)

☐ New Certificate for Unexercised Rights

If you want a new Rights Certificate evidencing any unexercised Rights delivered to you or to someone else, please complete the requested information below. Please see the Instructions accompanying this Rights Certificate for timing considerations relating to requesting a new Rights Certificate.

Print Rightsholder’s Full Name and Social Security Number

Address for delivery of certificate representing unexercised Rights (if any)

Signature

The signature(s) on this Form of Exercise, Sale or Transfer must correspond with the name(s) of the registered holder(s) exactly as it appears on the face of the Rights Certificate without any alteration or change whatsoever. In the case of joint registered holders, each person must sign this Form of Exercise, Sale or Transfer in accordance with the foregoing. If you sign this Form of Exercise, Sale or Transfer in your capacity as a trustee, executor, administrator, guardian, attorney-in- fact, agent, officer or a corporation or other fiduciary or representative, you must indicate the capacity in which you are signing when you sign and, if requested by the Subscription Agent in its sole and absolute discretion, you must present to the Subscription Agent satisfactory evidence of your authority to sign in that capacity.

If you wish to transfer your Rights, then your signature must be guaranteed by an Eligible Guarantor Institution, as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, with membership in an approved signature Guarantee Medallion Program pursuant to that rule, which may include: (a) a commercial bank or trust company; (b) a member firm of a domestic stock exchange; or (c) a savings bank or credit union.

Signature (name of bank or firm)

Guaranteed by (signature/title)

DELIVERY OF THIS FORM OF EXERCISE, SALE OR TRANSFER TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

EX-4.2 — INSTRUCTIONS FOR RIGHTS CERTIFICATE

EX-4.2

Filename: ex_938695.htm · Sequence: 3

ex_938695.htm

Exhibit 4.2

INSTRUCTIONS FOR USE OF M-TRON INDUSTRIES, INC.

COMMON STOCK RIGHTS CERTIFICATES

CONSULT GEORGESON LLC (THE “INFORMATION AGENT”)

OR YOUR BANK OR BROKER

AS TO ANY QUESTIONS

The following instructions relate to a rights offering (the “Rights Offering”) by M-tron Industries, Inc., a Delaware corporation (the “Company”), to the holders of its common stock, par value $0.01 per share (the “Common Stock”), as described in the Company’s prospectus supplement relating to the Rights Offering dated March 30, 2026, together with the base prospectus dated February 11, 2025, forming a part of the Company’s effective Registration Statement on Form S-3 (together, the “Prospectus”). In the rights distribution (as such term is defined in the Prospectus), holders of record of shares of the Company’s Common Stock, at 5:00 p.m. New York City time, on March 27, 2026 (the “Record Date”) received one transferable subscription right (a “Right”) for each share of the Company’s Common Stock held by them as of the Record Date. Five (5) Rights are exercisable, upon payment of $59.00 as described below (the “Subscription Price”), to purchase one (1) share of Common Stock (the “Basic Subscription Privilege”). In addition, subject to the proration described below, each holder of a Right (each a “Rightsholder”) who is a shareholder of record as of the Record Date that fully exercises such Rightholder’s Basic Subscription Privilege with respect to all Rights that it holds in the same capacity pursuant to a single rights certificate also has the right to subscribe at the Subscription Price for additional shares of Common Stock (the “Oversubscription Privilege”). If shares of Common Stock being offered in the Rights Offering remain available for subscription following the exercise of the Basic Subscription Privilege by Rightsholders prior to the Expiration Time, as defined below (the “Excess Shares”), such Rightsholders who were shareholders of record as of the Record Date may exercise their Oversubscription Privilege to subscribe for a number of Excess Shares. If there are not a sufficient number of Excess Shares of Common Stock to satisfy all subscriptions pursuant to the exercise of Oversubscription Privileges by the applicable Rightsholders, the available Excess Shares of Common Stock will be allocated pro rata among such Rightsholders exercising their Oversubscription Privilege in proportion to the number of shares of Common Stock that each such Rightsholder purchased pursuant to its Basic Subscription Privilege; provided, however, that if such pro rata allocation results in any Rightsholder being allocated a greater number of Excess Shares than such Rightsholder subscribed for pursuant to the exercise of such Rightsholder’s Oversubscription Privilege, then such Rightsholder will be allocated only such number of Excess Shares as such Rightsholder subscribed for, and the remaining Excess Shares will be allocated among the other eligible Rightsholders exercising their Oversubscription Privilege with respect to the Rights.

The Rights Offering will expire at 5:00 p.m., New York City time, on April 15, 2026, unless extended as described in the Prospectus (the “Expiration Time”).

AS DESCRIBED IN THESE INSTRUCTIONS, YOUR RIGHTS CERTIFICATE (ALONG WITH AN INTERNAL REVENUE SERVICE FORM W-8 OR W-9, AS APPLICABLE, TO THE EXTENT REQUIRED BY PARAGRAPH 2 OF THESE INSTRUCTIONS) MUST BE RECEIVED BY THE SUBSCRIPTION AGENT, OR GUARANTEED DELIVERY REQUIREMENTS WITH RESPECT TO YOUR RIGHTS CERTIFICATE MUST BE COMPLIED WITH, AND PAYMENT OF THE SUBSCRIPTION PRICE MUST BE RECEIVED, AS MORE SPECIFICALLY DESCRIBED BELOW AND IN THE PROSPECTUS, BY THE SUBSCRIPTION AGENT ON OR BEFORE THE EXPIRATION TIME. YOU MAY NOT REVOKE ANY EXERCISE OF A RIGHT.

Below is a list of the key dates for the Rights Offering of which you should be aware. With the exception of the Record Date and rights distribution date, such dates are subject to change in the event the Company’s board of directors (the “Board”) determines to extend the Rights Offering. For more information regarding these dates, we encourage you to review the section of the Prospectus entitled “The Rights Offering,” as this portion of the Prospectus describes other timing considerations of which you should be aware regarding the Rights Offering.

Date

Event / Action

5:00 p.m., New York City time, on March 27, 2026

Record Date.

5:00 p.m., New York City time, on March 30, 2026

Rights distribution date.

March 31, 2026

Commencement of the Rights Offering.

Expected commencement of trading for the Rights on the New York Stock Exchange under the symbol “MPTI RF.”

11:00 a.m., New York City time, on April 8, 2026 (five business days prior to the Expiration Time, as may be adjusted in the event of an extension of the Expiration Time)

Date by which registered foreign holders of the Rights must notify the Subscription Agent and establish to the satisfaction of the Subscription Agent that it is permitted to exercise its Rights.

Date by which the Subscription Agent must have received appropriate materials from holders of the Rights who intend to make cash payment of the subscription right by uncertified check.

11:00 a.m., New York City time, on April 8, 2026 (five business days prior to the expiration date, as may be adjusted in the event of an extension of the expiration time)

Date by which the Subscription Agent must have received appropriate materials from holders of the Rights in order to have the Subscription Agent sell such Rights.

Date by which the Subscription Agent must have received appropriate materials from holders of the Rights in order to transfer all or a portion of such holder’s Rights (other than pursuant to a sale by the Subscription Agent).

5:00 p.m., New York City time, on April 15, 2026

Expiration of the Rights Offering.

No fractional Rights or shares of Common Stock, or cash in lieu thereof, were or will be issued or paid. Instead, the total number of Rights or shares of Common Stock issued to each stockholder was or will be rounded down to the nearest whole number. Nominee holders of the Company’s Common Stock that held, on the Record Date, shares for the account(s) of more than one beneficial owner may, upon proper showing to the Subscription Agent, exercise such beneficial owners’ Basic Subscription Privilege and Oversubscription Privilege as described below.

The Rights will be traded on the NYSE American under the symbol “MPTI RT.” Trading begins on March 31, 2026 and shall cease at market close on April 14, 2026.

The number of Rights to which a holder of Common Stock is entitled is printed on the face of that holder’s “Rights Certificate.” You should indicate your wishes with regard to the exercise, assignment, transfer or sale of your Rights by completing the Rights Certificate and returning it to the Subscription Agent in the envelope provided.

EXERCISE YOUR RIGHTS AND SUBSCRIBE FOR SHARES OF COMMON STOCK

(Section 1 of the Rights Certificate).

To exercise Rights, deliver your properly completed and executed Rights Certificate, by checking the boxes next to Section 1.A and 1.B, if applicable, and completing Section 1.C, together with payment in full of the Subscription Price for each share of Common Stock subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege, to the Subscription Agent.

Payment of the applicable Subscription Price must be made for the full number of shares of Common Stock being subscribed for by wire transfer or personal check drawn upon a U.S. bank, payable to: Computershare Inc., as Subscription Agent.

THE SUBSCRIPTION PRICE WILL BE DEEMED TO HAVE BEEN RECEIVED BY THE SUBSCRIPTION AGENT ONLY UPON (I) THE CLEARANCE OF ANY UNCERTIFIED PERSONAL CHECK, OR (II) THE RECEIPT BY THE SUBSCRIPTION AGENT OF ANY WIRE TRANSFER DRAWN UPON A U.S. BANK.

If paying by uncertified personal check, please note that the funds paid thereby may take approximately five business days to clear. Accordingly, if you intend on making your cash payment of the Rights Price by uncertified check, you should ensure that the Subscription Agent receives the appropriate materials by April 8, 2026 (at least five business days prior to the Expiration Time).

Notice of Guaranteed Delivery. Alternatively, you may cause a written guarantee substantially in the form enclosed herewith (the “Notice of Guaranteed Delivery”) from a commercial bank, trust company, securities broker or dealer, credit union, savings association or other eligible guarantor institution which is a member of or a participant in a signature medallion guarantee program pursuant to Securities and Exchange Commission Rule 17Ad-15 acceptable to the Subscription Agent (each of the foregoing being an “Eligible Institution”), to be received by the Subscription Agent at or prior to the Expiration Time, together with payment in full of the applicable Subscription Price. Such Notice of Guaranteed Delivery must state your name, the number of Rights represented by your Rights Certificate, the number of Rights being exercised pursuant to the Basic Subscription Privilege and the number of shares of Common Stock, if any, being subscribed for pursuant to the Oversubscription Privilege, and will guarantee the delivery to the Subscription Agent of your properly completed and executed Rights Certificate within one business day following the date of the Notice of Guaranteed Delivery. Delivery information for the Subscription Agent are listed below. If this procedure is followed, your Rights Certificate must be received by the Subscription Agent within one business day of the Notice of Guaranteed Delivery.

Additional copies of the Notice of Guaranteed Delivery may be obtained upon request from the Information Agent, Georgeson LLC, by calling the telephone number, indicated below.

Banks, brokers, trusts, depositaries or other nominee holders of the Rights who exercise the Rights on behalf of beneficial owners of the Rights will be required to certify to the Subscription Agent and the Company, in connection with any exercise of the Oversubscription Privilege, the aggregate number of the Rights that have been exercised and the number of shares of Common Stock that are being subscribed for pursuant to the Oversubscription Privilege by each beneficial owner of the Rights on whose behalf such nominee holder is acting. If more shares of Common Stock are subscribed for pursuant to the Oversubscription Privilege than are available for sale, such shares will be allocated, as described above, among Rightsholders of the Rights exercising their Oversubscription Privilege in proportion to the number of shares of Common Stock purchased pursuant to each such Rightsholder’s Basic Subscription Privilege.

The addresses of the Subscription Agent are as follows:

If delivering by first class mail:

If delivering by registered, certified or express mail

or overnight courier:

Computershare

C/O Voluntary Corporate Actions; COY: TRONS

P.O. Box 43011

150 Royall Street Suite V

Providence, RI 02940-3011

Canton, MA 02021

The telephone numbers of the Information Agent, for assistance concerning the method of exercising your Rights or requests for additional documentation, are as follows:

Georgeson LLC

Shareholders, banks and brokers toll free: (866) 539-6575

If you exercise less than all of the Rights evidenced by your Rights Certificate you may either (a) check the box next to Section 2 and complete Section 2 of your Rights Certificate to direct the Subscription Agent to attempt to sell the unexercised Rights (but no fractional Rights) on your behalf (and provide an Internal Revenue Service Form W-8 or W-9, as described in Paragraph 2(a) below), (b) check the box next to Section 3 and complete Section 3 of your Rights Certificate to transfer your remaining unexercised Rights (but no fractional Rights) to a designated transferee or to assign them to a bank or broker to sell for you, or (c) check the box next to Section 4 and complete Section 4 of your Rights Certificate and the Subscription Agent will issue you a new Rights Certificate evidencing the unexercised Rights (see Paragraph 4 of these “Instructions For Use of M-tron Industries, Inc. Rights Certificates”). If you choose to have any such new Rights Certificate delivered to a different address, so indicate in Section 4 of your Rights Certificate. If you choose to have a new Rights Certificate sent, you may not receive the new Rights Certificate in sufficient time to permit the exercise, assignment, transfer or sale of the Rights evidenced thereby.

If you have not indicated the number of Rights being exercised, or if you have not forwarded full payment of the Subscription Price for the number of Rights that you have indicated are being exercised, you will be deemed to have exercised the Basic Subscription Privilege with respect to the maximum number of whole Rights which may be exercised for the aggregate Subscription Price transmitted or delivered by you, and to the extent that the aggregate Subscription Price transmitted or delivered by you exceeds the product of the applicable per share Subscription Price multiplied by the number of whole Rights evidenced by the Rights Certificate(s) transmitted or delivered by you and no direction is given as to the excess (such excess being the “Subscription Excess”), you will be deemed to have exercised your Oversubscription Privilege to purchase, to the extent available, that number of whole shares of Common Stock equal to the quotient obtained by dividing the Subscription Excess by the applicable per share Subscription Price, subject to the limit on the number of shares of Common Stock available to be purchased in the Rights Offering and applicable proration.

Conditions to Completion of the Rights Offering. There are no conditions to the completion of the Rights Offering. However, the Company has the right to terminate the Rights Offering for any reason before the Rights expire.

Delivery of Shares of Common Stock. As soon as practicable after the Expiration Time, the following deliveries and payments will be made to the address shown on the face of your Rights Certificate unless you provide instructions to the contrary in Section 1 of your Rights Certificate.

Subscription Privilege. The Subscription Agent will deliver to each validly exercising Rightsholder shares of Common Stock purchased pursuant to such exercise including the number of shares of Common Stock allocated to and purchased by such Rightsholder pursuant to its Oversubscription Privilege. The Subscription Agent will effect delivery of the subscribed-for shares of Common Stock through the Subscription Agent’s book-entry registration system by mailing to each subscribing Rightsholder a statement of holdings detailing such Rightsholder’s subscribed-for shares of Common Stock and the method by which the subscribing Rightsholder may access its account and, if desired, trade its shares. See “The Rights Offering-Subscription Privileges” in the Prospectus.

Return of Excess Payments. The Subscription Agent will promptly deliver to each Rightsholder who exercises the Oversubscription Privilege any excess funds tendered, without interest or deduction, in payment of the Subscription Price for each share of Common Stock that is subscribed for by, but not allocated to, such Rightsholder pursuant to the Oversubscription Privilege.

SELL YOUR RIGHTS (Section 2 of the Rights Certificate).

(a) Sale of All Unexercised Rights Through the Subscription Agent. To sell all unexercised Rights (but no fractional Rights) through the Subscription Agent, you must so indicate by checking the box next to Section 2 and completing Section 2 of the Rights Certificate and you must provide a properly completed and executed Internal Revenue Service Form W-8 or W-9, as applicable, to the Subscription Agent along with your completed Rights Certificate. Internal Revenue Service Forms W-8 and W-9 and the applicable instructions are available on the Internal Revenue Service website at www.irs.gov. IF THE SUBSCRIPTION AGENT SELLS ANY OF YOUR RIGHTS, SUCH RIGHTS WILL BE DEEMED TO HAVE BEEN SOLD AT THE WEIGHTED AVERAGE NET SALE PRICE OF ALL RIGHTS SOLD BY THE SUBSCRIPTION AGENT. Promptly following the Expiration Time, the Subscription Agent will send the selling Rightsholder a check for the net proceeds from the sale of any Rights sold, reduced by any applicable tax withholding (including backup withholding). The aggregate fees charged by the Subscription Agent for selling the Rights will be deducted from the aggregate sale price for all such Rights in determining the weighted average net sale price of all such Rights. The Subscription Agent’s obligation to execute sell orders is subject to its ability to find buyers for the Rights. NO ASSURANCE CAN BE GIVEN THAT A MARKET WILL DEVELOP OR BE MAINTAINED FOR THE RIGHTS OR THAT THE SUBSCRIPTION AGENT WILL BE ABLE TO SELL ANY RIGHTS.

You must have your order to sell your Rights to the Subscription Agent before 11:00 a.m.,

New York City time, on the fifth business day before the Expiration Time (which is April 8,

2026, unless the Expiration Time is extended).

We encourage you to review the discussion in the Prospectus under the heading, “Method of Transferring and Selling Rights”. Deliveries and payments will be made to the address shown on the face of your Rights Certificate unless you provide instructions to the contrary in Section 2 of your Rights Certificate.

Failure to provide a properly completed and executed Internal Revenue Service Form W-8 or W-9, as applicable, may result in the imposition of backup withholding (currently at a rate of 24%).

(b) Sale of Less than All Unexercised Rights Through the Subscription Agent. You may have your Rights Certificate divided into Rights Certificates of appropriate denominations by following the instructions in Paragraph 4 below. The Rights Certificate evidencing the number of unexercised Rights you intend to sell can then be sold by following the instructions in Paragraph 2(a). IF THE SUBSCRIPTION AGENT SELLS ANY OF YOUR RIGHTS, SUCH RIGHTS WILL BE DEEMED TO HAVE BEEN SOLD AT THE WEIGHTED AVERAGE SALE PRICE OF ALL RIGHTS SOLD BY THE SUBSCRIPTION AGENT.

Promptly following the Expiration Time, the Subscription Agent will send the holder a check for the net proceeds from the sale of any Rights sold, reduced by any applicable tax withholding (including backup withholding). The aggregate fees charged by the Subscription Agent for selling the Rights will be deducted from the aggregate sale price for all such Rights in determining the weighted average net sale price of all such Rights. The Subscription Agent’s obligation to execute sell orders is subject to its ability to find buyers for the Rights. NO ASSURANCE CAN BE GIVEN THAT A MARKET WILL DEVELOP OR BE MAINTAINED FOR THE RIGHTS OR THAT THE SUBSCRIPTION AGENT WILL BE ABLE TO SELL ANY RIGHTS.

You must have your order to sell your Rights to the Subscription Agent before 11:00 a.m.,

New York City time, on the fifth business day before the Expiration Time (which is April 8,

2026, unless the Expiration Time is extended).

We encourage you to review the discussion in the Prospectus under the heading “Method of Transferring and Selling Rights.” Deliveries and payments will be made to the address shown on the face of your Rights Certificate unless you provide instructions to the contrary in Section 2 of your Rights Certificate.

TRANSFER OF ALL OR LESS THAN ALL UNEXERCISED RIGHTS TO ONE OR MORE DESIGNATED TRANSFEREES (Section 3 of the Rights Certificate).

(a) One Designated Transferee. To transfer all of your unexercised Rights to a designated transferee or to a broker, dealer or nominee for sale on your behalf, you must so indicate by checking the box next to Section 3 and completing Section 3 of your Rights Certificate. A Rights Certificate that has been properly transferred in its entirety may be exercised by a new holder without having a new Rights Certificate issued. If you wish to transfer less than all of your unexercised Rights (but no fractional Rights) to one designated transferee or to a broker, dealer or nominee for sale on your behalf, so indicate by checking the box next to Section 3 and completing Section 3 of your Rights Certificate and separately instruct the Subscription Agent as to the action to be taken with respect to the unexercised Rights not transferred. Such instructions should be guaranteed by an Eligible Institution. If no such instructions are received, the Subscription Agent will issue you a new Rights Certificate evidencing the unexercised Rights. If the box next to Section 3 is checked but Section 3 is not completed, the Subscription Agent may thereafter treat the bearer of the Rights Certificate as the absolute owner of all of the Rights evidenced by such Rights Certificate for all purposes, and neither the Subscription Agent nor the Company shall be affected by any notice to the contrary.

If you wish to transfer any of your Rights, you must have your order to transfer

such Rights to the Subscription Agent by the fifth business day prior to the Expiration Time (which is

April 8, 2026, unless the Expiration Time is extended).

(b) More than One Designated Transferee. Because only the Subscription Agent can issue Rights Certificates, if you wish to transfer all or less than all of the unexercised Rights (but no fractional Rights) evidenced by your Rights Certificate to more than one designated transferee or to more than one broker, dealer or nominee for sale on your behalf, so indicate by checking the box next to Section 3 and completing Section 3 and separately instruct the Subscription Agent as to the action to be taken with respect to any unexercised Rights not transferred. Such instructions should be guaranteed by an Eligible Institution. Alternatively, you may first have your Rights Certificate divided into Rights Certificates of appropriate denominations by following the instructions in Paragraph 5 below. Each Rights Certificate evidencing the number of Rights you intend to transfer can then be transferred by following the instructions in Paragraph 5(c).

If you wish to transfer any of your Rights, you must have your order to transfer

such Rights to the Subscription Agent by the fifth business day prior to the Expiration Time (which is

April 8, 2026, unless the Expiration Time is extended).

TO HAVE A RIGHTS CERTIFICATE DIVIDED INTO SMALLER DENOMINATIONS.

Send your Rights Certificate, together with complete separate instructions (including specification of the denominations into which you wish your Rights to be divided), signed by you, to the Subscription Agent, allowing a sufficient amount of time for new Rights Certificates to be issued and returned so that they can be used prior to the Expiration Time. Alternatively, you may assign your unexercised Rights to a bank or broker to effect such actions on your behalf. Your signature must be guaranteed by an Eligible Institution if any of the new Rights Certificates are to be issued in a name other than that in which the old Rights Certificate was issued. Rights Certificates may not be divided into fractional Rights, and any instruction to do so will be rejected. As a result of delays in the mail, the time of the transmittal, the necessary processing time and other factors, you or your transferee may not receive such new Rights Certificate(s) in time to enable the Rightsholder to complete a sale, exercise or transfer by the Expiration Time. Neither the Company nor the Subscription Agent will be liable to either a transferor or transferee for any such delays.

If you choose to have a new Rights Certificate sent, you may not receive the new Rights Certificate in

sufficient time to permit the exercise, assignment, transfer or sale of the Rights evidenced thereby.

EXECUTION.

(a) Execution by Registered Holder(s). The signature on the Rights Certificate must correspond with the name of the registered holder exactly as it appears on the face of the Rights Certificate without any alteration or change whatsoever. If the Rights Certificate is registered in the names of two or more joint owners, all of such owners must sign. Persons who sign the Rights Certificate in a representative or other fiduciary capacity must indicate their capacity when signing and, unless waived by the Company in its sole and absolute discretion, must present to the Subscription Agent satisfactory evidence of their authority to so act.

(b) Execution by Person Other than Registered Holder. If the Rights Certificate is executed by a person other than the holder named on the face of the Rights Certificate, proper evidence of authority of the person executing the Rights Certificate must accompany the same unless, for good cause, the Company dispenses with proof of authority, in its sole and absolute discretion.

(c) Signature Guarantees. Your signature must be guaranteed by an Eligible Institution if you wish to transfer all or less than all of your unexercised Rights to a designated transferee or to a broker, dealer or nominee for sale on your behalf as specified in Paragraphs 4(c) and/or 4(d), or to have the Subscription Agent sell less than all of your unexercised Rights, as specified in Paragraph 4(b).

METHOD OF DELIVERY.

The method of delivery of Rights Certificates and payment of the Subscription Price to the Subscription Agent will be at the election and risk of the Rightsholder, but, if sent by mail, it is recommended that they be sent by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the Subscription Agent and the clearance of any checks sent in payment of the Subscription Price prior to the Expiration Time. If paying by uncertified personal check, please note that the funds paid thereby may take approximately five business days to clear. Accordingly, if you intend on making your cash payment of the Subscription Price by uncertified check, you should ensure that the Subscription Agent receives the appropriate materials by April 8, 2026 (at least five business days prior to the Expiration Time). Rightsholders who wish to pay the Subscription Price by means of wire transfer are urged to contact the Information Agent at 1-866-539-6575 of their intent to wire funds before sending their wire and to obtain wire instructions. This will ensure prompt and accurate credit upon receipt of such wire. Please contact the Information Agent for further information.

SPECIAL PROVISIONS RELATING TO THE DELIVERY OF RIGHTS THROUGH THE DEPOSITORY TRUST COMPANY.

If you are a broker, a dealer, a trustee or a depositary for securities who holds shares of Common Stock for the account of others as a nominee holder, you may, upon proper showing to the Subscription Agent, exercise your beneficial owners’ Basic Subscription Privilege and Oversubscription Privilege through The Depository Trust Company (“DTC”). You may exercise held through DTC through DTC’s PSOP Function on the “agents subscription over PTS” procedures and instructing DTC to charge the applicable DTC account for the Subscription Price and to deliver such amount to the Subscription Agent. DTC must receive the subscription instructions and payment for the new shares by the Expiration Time unless guaranteed delivery procedures are utilized.

EX-5.1 — OPINION - BARNES & THORNBURG LLP

EX-5.1

Filename: ex_937590.htm · Sequence: 4

ex_937590.htm

Exhibit 5.1

1600 West End Avenue

Suite 800

Nashville, TN 37203-3494 U.S.A.

(615) 621-6100

Fax (574) 296-2535

www.btlaw.com

March 30, 2026

M-tron Industries, Inc.

2525 Shader Road

Orlando, Florida 32804

Re: Registration Statement on Form S-3 (File No. 333-284635)

Ladies and Gentlemen:

We have acted as counsel to M-tron Industries, Inc., a Delaware corporation (the “Company”), in connection with the Prospectus Supplement, dated March 30, 2026 (the “Prospectus Supplement”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), which supplements the base prospectus dated February 11, 2025 (together with the Prospectus Supplement, the “Prospectus”) included in the Company’s Registration Statement on Form S-3 (File No. 333-284635), which was declared effective on February 11, 2025 (such Registration Statement in the form in which it became effective is referred to herein as the “Registration Statement”), to register under the Securities Act an aggregate of 3,566,812 transferable subscription rights (the “Rights”) to purchase shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and 713,362 shares of Common Stock (the “Shares”) issuable upon exercise of the Rights.

The Company proposes to distribute the Rights to holders of Common Stock as of 5:00 p.m., Eastern Time, on March 27, 2026 (the “Record Date”), with each holder receiving one (1) Right for each share of Common Stock held as of the Record Date. When exercisable, five (5) Rights will entitle the holder to purchase one (1) share of Common Stock at an exercise price to be determined by the Company’s Board of Directors (the “Board”), representing an approximate discount to the volume weighted average trading price of the Common Stock over a specified trading day period prior to the commencement of the distribution of the Rights (the “Rights Distribution”); following the Rights Distribution, the Company proposes to issue the Shares upon exercise of the Rights, all in accordance with, and as more fully set forth in, the Prospectus. We are furnishing this opinion letter pursuant to Item 601(b)(5) of the Commission’s Regulation S-K.

In connection with our opinion below, we have examined the Amended and Restated Certificate of Incorporation of the Company, as filed with the Delaware Secretary of State on August 3, 2022 (the “Charter”), the Amended and Restated Bylaws of the Company (the “Bylaws”), records of proceedings of the Board, or committees thereof, of the Company deemed by us to be relevant to this opinion letter, the proposed form of the Rights certificate, and the Registration Statement, including the Prospectus contained therein. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinions set forth herein.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as original documents and the conformity to original documents of all documents submitted to us as certified, conformed, facsimile, electronic or photostatic copies. As to certain factual matters relevant to this opinion letter, we have relied conclusively upon originals or copies, certified or otherwise identified to our satisfaction, of such other records, agreements, documents and instruments, including certificates or comparable documents of officers of the Company and of public officials, as we have deemed appropriate as a basis for the opinions hereinafter set forth. Except to the extent expressly set forth herein, we have made no independent investigations with regard to matters of fact, and, accordingly, we do not express any opinion as to matters that might have been disclosed by independent verification.

Our opinions set forth below are limited to the General Corporation Law of the State of Delaware, the federal laws of the United States, and reported judicial decisions interpreting such laws that, in our professional judgment, are normally applicable to transactions of the type contemplated by the Registration Statement, and we do not express any opinion herein concerning any other laws.

This opinion letter is provided for use solely in connection with the transactions contemplated by the Registration Statement and may not be used, circulated, quoted or otherwise relied upon for any other purpose without our express written consent. The only opinions rendered by us consist of those matters set forth in the paragraphs numbered 1 and 2 below, and no opinion may be implied or inferred beyond the opinions expressly stated. Our opinions expressed herein are as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect our opinions expressed herein.

Based upon the foregoing, it is our opinion that:

The Rights have been duly authorized and, when issued and delivered in accordance with the terms and conditions of the Rights Distribution, including actions to be taken by the Board prior to the Rights Distribution to establish the pricing or other terms of the Rights dependent upon the offering date, as described in the Prospectus, will be the valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

The Shares have been duly authorized and, when issued and delivered against payment therefor upon due exercise of such issued and delivered Rights, as contemplated in the Prospectus, the Shares will be validly issued, fully paid and nonassessable.

We consent to the filing of this opinion letter as an exhibit to the Current Report on Form 8-K filed by the Company with the Commission and to the use of our name under the heading “Legal Matters” in the Prospectus constituting a part thereof. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Barnes & Thornburg LLP

EX-99.1 — FORM OF NOTICE TO RIGHTSHOLDERS WHO ARE RECORD HOLDERS

EX-99.1

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ex_937794.htm

Exhibit 99.1

M-TRON INDUSTRIES, INC.

FORM OF NOTICE TO STOCKHOLDERS WHO ARE ACTING AS NOMINEES

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

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

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

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

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

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

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

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

Enclosed are copies of the following documents:

1. The Prospectus;

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

3. A Notice of Guaranteed Delivery.

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

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

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

EX-99.2 — FORM OF NOTICE OF GUARANTEED DELIVERY

EX-99.2

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ex_937795.htm

Exhibit 99.2

M-TRON INDUSTRIES, INC.

FORM OF NOTICE OF GUARANTEED DELIVERY

RELATING TO SHARES SUBSCRIBED FOR PURSUANT

TO THE BASIC SUBSCRIPTION AND OVERSUBSCRIPTION PRIVILEGE

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

The Subscription Agent is:

If delivering by first class mail:

If delivering by registered, certified or express mail

or overnight courier:

Computershare

C/O Voluntary Corporate Actions; COY: TRON

P.O. Box 43011

150 Royall Street Suite V

Providence, RI 02940-3011

Canton, MA 02021

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

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

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

GUARANTEE

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

M-TRON INDUSTRIES, INC.

Basic Subscription

Number of Rights exercised:

rights

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

Total payment to be made or previously made in connection with basic subscription:

(Rights × $59.00, the subscription price)

Oversubscription Privilege

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

Total payment to be made or previously made in connection with oversubscription privilege:

(Shares × $59.00, the subscription price)

Totals

Total number of Rights exercised:

rights

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

Total payment to be made or previously made:

Method of Delivery

(Check one)

☐

Through the Depository Trust Company (“DTC”)

☐

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

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

Name of Firm

Authorized Signature

Name (Please print or type)

Title

DTC Participant Number

Contact Name

Address

City State Zip Code

Phone Number

Date

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Filename: R1.htm · Sequence: 16

v3.26.1

Document And Entity Information

Mar. 30, 2026

Document Information [Line Items]

Entity, Registrant Name

M-tron Industries, Inc.

Document, Type

8-K

Document, Period End Date

Mar. 30, 2026

Entity, Incorporation, State or Country Code

Entity, File Number

001-41391

Entity, Tax Identification Number

46-0457994

Entity, Address, Address Line One

2525 Shader Road

Entity, Address, City or Town

Orlando

Entity, Address, State or Province

Entity, Address, Postal Zip Code

32804

City Area Code

407

Local Phone Number

298-2000

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock

Trading Symbol

MPTI

Security Exchange Name

NYSE

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true

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Entity, Central Index Key

0001902314

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