M-tron Industries, Inc.
For the period ended Dec 31, 2025. Filed Mar 26, 2026.
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FY2025 · Filed Mar 26, 2026
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Stock-Based Compensation
8.** Stock-Based Compensation
In connection with the Separation, the Company's board of directors (the "Board") approved the Amended and Restated2022 Incentive Plan (the*"2022* Plan"), including the authority to issue 500,000 shares of common stock pursuant to the2022 Plan. The2022 Plan is the only long-term plan under which equity compensation* maybe awarded to employees, advisors and members of the Board aligning their interest with those of stockholders. As of December 31, 2025*,234,190 shares remained available for future issuance under the2022 Plan.
The following table summarizes stock-based compensation expense, which includes expenses related to awards granted under the Plan for the period indicated:
| Year Ended December 31, | ||
|---|---|---|
| (in thousands, except share data) | 2025 | 2024 |
| Restricted stock awards | $790 | $636 |
| Stock options | 291 | — |
| Total | $1,081 | $636 |
Restricted Stock Awards
Restricted stock awards are measured at a value equal to the market price of the Company's common stock on the date of grant which is recognized over the service period of the award.
A summary of the Company's restricted stock awards for the year ended* December 31, 2025* follows:
| (in thousands, except share data) | Number of Shares | Weighted Average Grant Date Fair Value | Aggregate Grant Date Fair value |
|---|---|---|---|
| Balance as of December 31, 2024 | 70,124 | $22.90 | $1,606 |
| Granted | 13,814 | 39.72 | 549 |
| Vested | (28,114) | (23.57) | (663) |
| Forfeited | (4,724) | (13.14) | (62) |
| Balance as of December 31, 2025 | 51,100 | $27.98 | $1,430 |
As of* December 31, 2025*, there was $1,068 of total unrecognized compensation cost related to nonvested shares granted. The cost is expected to be recognized over a weighted-average period of 1.3 years.
Stock Options
The Company estimates the fair value of stock options on the grant date using the Black-Scholes-Merton option-pricing model. The Black-Scholes-Merton option-pricing model requires subjective assumptions, including future stock price volatility and expected time to exercise. Option awards are generally granted with an exercise price equal to the market price of the Company's stock on the grant date.
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The following table presents the weighted-average assumptions for stock options granted:
| Year Ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Expected volatility (a) | 74.5% | — |
| Expected annual dividend yield (b) | 0.0% | — |
| Risk-free interest rate (c) | 3.8% | — |
| Expected term, in years (d) | 4.0 | — |
| (a) | Because there is insufficient historical stock price data from the Company over the expected term of the options granted, the expected volatility is based on the implied volatility of the Company's historical stock price data (from date of IPO to grant date) appended with the implied volatility of LGL Group's historical stock price data (pre-IPO stock price through the IPO date) blended with the implied volatility of the Company's peers' stock price data (over the entire expected term). |
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| (b) | The dividend yield is 0.0% as the Company is not expected to pay a dividend. |
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| (c) | The risk-free rate is based on the average U.S. Treasury zero-coupon rate over the four days prior to the grant date. We chose the risk-free rate that is commensurate with the length of the expected term as of the grant date and interpolated between the yields of the three-year and five-year rates to determine the yield. |
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| (d) | The expected term is the simple average of the vesting period (3 years) and the contractual term (5 years). |
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The following table provides a rollforward of stock option activity:
| (in thousands, except share data) | Number of Options Outstanding | Weighted Average Exercise Price | Weighted Average Grant Date Fair Value | Weighted Average Remaining Term (in years) | Aggregate Intrinsic Value |
|---|---|---|---|---|---|
| Outstanding and exercisable as of December 31, 2024 | 98,014 | $36.06 | $10.98 | 2.0 | $1,212 |
| Granted | 47,500 | 40.32 | 24.48 | ||
| Exercised | (14,750) | (36.06) | (10.98) | ||
| Forfeited | (850) | (36.06) | (10.98) | ||
| Outstanding as of December 31, 2025 | 129,914 | $37.62 | $15.91 | 2.2 | $2,027 |
| Exercisable as of December 31, 2025 | 82,414 | $36.06 | $10.98 | 1.0 | $1,414 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.