Form 8-K

8-K — LGL GROUP INC

Accession: 0001437749-26-016145

Filed: 2026-05-11

Period: 2026-05-11

CIK: 0000061004

SIC: 3679 (ELECTRONIC COMPONENTS, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — lglg20260316_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_933145.htm)

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0000061004

2026-05-11

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): May 11, 2026

THE LGL GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-00106

38-1799862

(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

LGL

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 2.02.

Results of Operations and Financial Condition

On May 11, 2026, The LGL Group, Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the first quarter ended March 31, 2026. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference in this Item 2.02.

The information furnished pursuant to this Item 2.02 of this Current Report on Form 8-K, including the exhibits hereto, shall not be considered "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any future filings by the Company under the Securities Act of 1933, as amended, or under the Exchange Act, unless the Company expressly sets forth in such future filing that such information is to be considered "filed" or incorporated by reference therein.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits

Exhibit No.

Description

99.1

Press Release of The LGL Group, Inc. dated May 11, 2026.

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.

THE LGL GROUP, INC.

(Registrant)

Date: May 11, 2026

By:

/s/ Patrick Huvane

Name:

Patrick Huvane

Title:

Executive Vice President - Business Development

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_933145.htm · Sequence: 2

ex_933145.htm

Exhibit 99.1

THE LGL GROUP, INC. REPORTS First QUARTER 2026 RESULTS

•

Revenues increased 18.2% to $1,085,000 for the three months ended March 31, 2026 from $918,000 for the three months ended March 31, 2025

•

Backlog increased $900,000, or 144.0%, to $1,525,000 as of March 31, 2026 from $625,000 as of December 31, 2025

•

Cash and cash equivalents and marketable securities were $46.7 million as of March 31, 2026 compared to $41.6 million as of December 31, 2025

•

Book value attributable to LGL Group common stockholders per share of $6.81 as of March 31, 2026 compared to $7.04 as of December 31, 2025 and $7.28 as of March 31, 2025

ORLANDO, Florida (May 11, 2026) The LGL Group, Inc. (NYSE American: LGL) ("LGL," "LGL Group," or the "Company") announced today its financial results for the first quarter ended March 31, 2026.

"Precise time is the invisible infrastructure behind modern defense technology," said Jason Lamb, LGL Group Chief Executive Officer. "From space-based systems and electronic warfare to signals intelligence, targeting, secure communications, and networked command-and-control, these platforms depend on disciplined timing, synchronization, and frequency control to operate with accuracy, resilience, and trust. Through our ownership of Precise Time and Frequency, LLC, we believe we are positioned to build on that technical foundation, invest behind the business, and grow a technically differentiated platform serving mission-critical defense, aerospace, and communications applications."

As of and Three Months Ended March 31,

(in thousands, except share data)

2026

2025

% Change

U.S. GAAP Financial Measures

Revenues

1,085

918

18.2

Gross margin

51.0

52.4

(2.6%

)

Net loss

(622

)

(10,266.7%

)

Net loss per diluted share

(0.10

)

(0.00

)

(8,556.9%

)

Book value attributable to LGL Group common stockholders

44,535

39,233

13.5

Book value attributable to LGL Group common stockholders per share

6.81

7.28

(6.5%

)

Results from Operations

Total revenues increased $167,000, or 18.2%, to $1,085,000 for the three months ended March 31, 2026 from $918,000 for the three months ended March 31, 2025 primarily due to higher shipments in the Electronic Instruments segment partially offset by lower investment income earned driven by lower yields on investments in U.S. Treasury money market funds.

Net (loss) income available to LGL Group common stockholders was ($622,000) for the three months ended March 31, 2026 compared with ($6,000) for the three months ended March 31, 2025. The decrease was primarily due to non-cash incentive stock-based compensation granted to officers in January 2026, a slight decrease in net investment income, and higher materials and components costs partially offset by higher sales.

Gross Margin

Gross margin was 51.0% for the three months ended March 31, 2026 compared to 52.4% for the three months ended March 31, 2025. The change in gross margins reflects higher costs of materials and components partially offset by higher revenues.

Backlog

As of March 31, 2026, our order backlog was $1,525,000, an increase of $900,000, or 144.0%, from $625,000 as of December 31, 2025. 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 but most of the backlog will ship in the next 90 days.

Liquidity

Our working capital metrics were as follows:

(in thousands)

March 31, 2026

December 31, 2025

Current assets

47,516

46,324

Less: Current liabilities

1,211

915

Working capital

46,305

45,409

As of March 31, 2026, LGL Group had investments (classified within Cash and cash equivalents and Marketable securities) with a fair value of $46.0 million, of which $25.9 million was held within the Merchant Investment business.

Investor Day

The Company will host an Investor Day on Tuesday May 12, 2026, to provide shareholders, analysts and other stakeholders more detailed information on the Company's strategic direction, recent business developments and financial performance, and updates on strategic initiatives. Members of management will also be available to answer investor questions.

The Investor Day will begin at 10:00 a.m. Eastern Time on Tuesday May 12, 2026 at the New York Stock Exchange, located at 11 Wall Street, New York, New York 10005.

About The LGL Group, Inc.

The LGL Group, Inc. ("LGL," "LGL Group," or the "Company") is a holding company engaged in services, merchant investment and manufacturing business activities. Precise Time and Frequency, LLC ("PTF") is a globally positioned producer of industrial Electronic Instruments and commercial products and services. Founded in 2002, PTF operates from our design and manufacturing facility in Wakefield, Massachusetts. Lynch Capital International LLC is focused on the development of value through investments.

LGL Group was incorporated in 1928 under the laws of the State of Indiana, and in 2007, the Company was reincorporated under the laws of the State of Delaware as The LGL Group, Inc. We maintain our executive offices at 2525 Shader Road, Orlando, Florida 32804. Our telephone number is (407) 298-2000. Our Internet address is www.lglgroup.com. LGL Group common stock is traded on the NYSE American under the symbol "LGL".

LGL Group's business strategy is primarily focused on growth through expanding new and existing operations across diversified industries. The Company's engineering and design origins date back to the early 1900s. In 1917, Lynch Glass Machinery Company ("Lynch Glass"), the predecessor of LGL Group, was formed and emerged in the late 1920s as a successful manufacturer of glass-forming machinery. Lynch Glass was then renamed Lynch Corporation ("Lynch") and was incorporated in 1928 under the laws of the State of Indiana. In 1946, Lynch was listed on the "New York Curb Exchange," the predecessor to the NYSE American. The Company has a had a long history of owning and operating various business in the precision engineering, manufacturing, and services sectors.

Cautionary Note Concerning Forward-Looking Statements

This press release may contain 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, such as those pertaining to the Company's financial condition, results of operations, business strategy and financial needs. All statements other than statements of current or historical fact contained in this press release are forward-looking statements. The words "believe," "expect," "anticipate," "should," "plan," "will," "may," "could," "intend," "estimate," "predict," "potential," "continue" or the negative of these terms and similar expressions, as they relate to LGL Group, are intended to identify forward-looking statements.

These forward-looking statements are largely based on current expectations and projections about future events and financial trends that may affect the financial condition, results of operations, business strategy and financial needs of the Company. They can be affected by inaccurate assumptions, including the risks, uncertainties and assumptions described in the filings made by LGL Group with the Securities and Exchange Commission ("SEC"), including those risks set forth under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 30, 2026. In light of these risks, uncertainties and assumptions, the forward-looking statements in this press release may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. When you consider these forward-looking statements, you should keep in mind these risk factors and other cautionary statements in this press release.

These forward-looking statements speak only as of the date of this press release. LGL Group undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

###

Contact:

The LGL Group, Inc.

info@lglgroup.com

The LGL Group, Inc.

Consolidated Statements of Operations

(Unaudited)

Three Months Ended March 31,

(in thousands, except share data)

2026

2025

Revenues:

Net sales

682

498

Net investment income

389

417

Net gains

Total revenues

1,085

918

Expenses:

Manufacturing cost of sales

334

237

Engineering, selling and administrative

1,536

640

Total expenses

1,870

877

(Loss) income before income taxes

(785

)

Income tax (benefit) expense

(180

)

Net (loss) income

(605

)

Less: Net income attributable to non-controlling interests

Net loss attributable to LGL Group common stockholders

(622

)

Loss per common share attributable to LGL Group common stockholders:

Basic

(0.10

)

(0.00

)

Diluted

(0.10

)

(0.00

)

Weighted average shares outstanding:

Basic

6,410,166

5,352,937

Diluted

6,410,166

5,352,937

The LGL Group, Inc.

Consolidated Balance Sheets

(Unaudited)

(in thousands)

March 31, 2026

December 31, 2025

Assets:

Current assets:

Cash and cash equivalents

46,646

41,514

Marketable securities

Accounts receivable, net of reserves of $52 and $52, respectively

284

572

Inventories, net

278

297

Prepaid expenses and other current assets

258

3,905

Total current assets

47,516

46,324

Right-of-use lease assets

231

247

Intangible assets, net

Deferred income tax assets

367

190

Total assets

48,123

46,776

Liabilities:

Total current liabilities

1,211

915

Non-current liabilities

283

296

Total liabilities

1,494

1,211

Stockholders' equity:

Total LGL Group stockholders' equity

44,535

43,488

Non-controlling interests

2,094

2,077

Total stockholders' equity

46,629

45,565

Total liabilities and stockholders' equity

48,123

46,776

The LGL Group, Inc.

Segment Results

(Unaudited)

Three Months Ended March 31,

(in thousands)

2026

2025

$ Change

% Change

Revenues:

Electronic Instruments

682

498

184

36.9

Merchant Investment

223

247

(24

)

(9.7

Corporate

180

173

4.0

Total revenues

1,085

918

167

18.2

Expenses:

Electronic Instruments

665

479

186

38.8

Merchant Investment

125

33.0

Corporate

1,080

304

776

255.3

Total expenses

1,870

877

993

113.2

Income (loss) from operations before income taxes

Electronic Instruments

)

(10.5

Merchant Investment

153

(55

)

(35.9

Corporate

(900

)

(131

)

(769

)

(587.0

(Loss) income from operations before income taxes

(785

)

(826

)

(2,014.6

Income tax (benefit) expense

(180

)

(208

)

(742.9

Net (loss) income

(605

)

(618

)

(4,753.8

Less: Net income attributable to non-controlling interests

)

(10.5

Net loss attributable to LGL Group common stockholders

(622

)

(616

)

(10,266.7

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Document And Entity Information

May 11, 2026

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