Form 8-K

8-K — M-tron Industries, Inc.

Accession: 0001437749-26-013378

Filed: 2026-04-27

Period: 2026-04-27

CIK: 0001902314

SIC: 3679 (ELECTRONIC COMPONENTS, NEC)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — mpti20260423_8k.htm (Primary)

EX-99.1 — PRESS RELEASE (ex_949739.htm)

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2026-04-27

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): April 27, 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 7.01.

Regulation FD Disclosure

On April 27, 2026, M-tron Industries, Inc. issued a press release announcing the completion of its previously announced rights offering, which expired in accordance with its terms at 5:00 p.m., New York City time, on April 20, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "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. The information in this Item 7.01 and Exhibit 99.1 shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

99.1

Press Release of M-tron Industries, Inc. dated April 27, 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.

M-TRON INDUSTRIES, INC.

(Registrant)

Date: April 27, 2026

By:

/s/ Cameron Pforr

Name:

Cameron Pforr

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: ex_949739.htm · Sequence: 2

ex_949739.htm

Exhibit 99.1

M-tron Industries, Inc. Announces Completion of Rights Offering

ORLANDO, Florida (April 27, 2026) – M-tron Industries, Inc. (NYSE American: MPTI) (“Mtron” or the “Company”), a U.S.-based designer and manufacturer of highly-engineered electronic components and solutions for the aerospace and defense, avionics, and space industries, announced today the completion of its previously announced rights offering (the “Rights Offering”), which expired at 5:00 p.m., New York City time, on April 20, 2026. The Company received approximately $42.1 million in proceeds, which will be used to support its efforts to continue to increase earnings and shareholder return, and may also be used for potential acquisitions, strategic investments, investment in a strategic RF fund, or general corporate purposes.

The Company has been informed by the subscription agent that 713,362 shares of common stock, par value $0.01 per share (“Common Stock”), were issued to those rightsholders exercising basic and, if applicable, oversubscription privileges. Approximately 83.6% of the shares of Common Stock to be issued as a result of the Rights Offering were subscribed for pursuant to validly exercised basic subscription privileges. As a result, the remaining shares of Common Stock available for issuance to those rightsholders validly exercising oversubscription privileges were allocated pro rata based on the number of rights underlying such rightsholders’ basic subscription privilege. There was no single proration factor for this allocation due to the process by which the subscription agent allocated the remaining shares, which involved multiple rounds of proration among the validly oversubscribing rightsholders, as described in the final prospectus relating to the Rights Offering, filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2026. After giving effect to the Rights Offering, the Company will have approximately 4.3 million shares of Common Stock issued and outstanding.

The shares of Common Stock purchased in the Rights Offering were issued by Mtron on April 27, 2026. Mtron expects the subscription agent to distribute refunds for unfulfilled oversubscriptions of DTC participants on or about April 27, 2026 and to mail refund checks for unfulfilled oversubscriptions of registered holders on or about April 27, 2026. Any beneficial owner that exercised rights through a broker, dealer or nominee should contact such broker, dealer or nominee regarding when such beneficial owner should expect to receive their shares of Common Stock or refunds for unfulfilled oversubscriptions. Checks for the proceeds from the sale of rights by the subscription agent were distributed beginning on April 27, 2026.

About Mtron

M-tron Industries, Inc. (NYSE American: MPTI) designs, manufactures, and markets highly engineered, high reliability frequency and spectrum control products and solutions. As an engineering-centric company, Mtron provides close support to its customers throughout our products' entire life cycle, including product design, prototyping, production, and subsequent product upgrades. Mtron has design and manufacturing facilities in Orlando, Florida, and Yankton, South Dakota, a sales office in Hong Kong, and a manufacturing facility in Noida, India. For more information, visit www.mtron.com.

Cautionary Note Concerning Forward Looking Statements

This press release includes 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 Mtron, 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 Mtron with the Securities and Exchange Commission, including those risks set forth under the heading "Risk Factors" in the Company’s Annual Report on Form 10-K as filed with the SEC on March 26, 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. Mtron 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:

M-tron Industries, Inc. Investor Relations

ir@mtron.com

Cameron Pforr

Chief Executive Officer

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