M-tron Industries, Inc.

9. Stockholders' Equity

Shares Authorized and Outstanding

The following table presents a rollforward of outstanding shares:

Warrants to Purchase Common Stock

On* April 25, 2025,the Company issued 2,911,165 warrants (the "Warrants") to holders of record of outstanding shares of the Company's common stock as of March 10, 2025.Five (5) Warrants entitled their holder to purchaseone* (1) share of Mtron common stock par value $0.01 per share (the "Common Stock") at an exercise price of $47.50 per share. The Warrants were exercisable on the date that was the earlier of (i)thirty (30) days prior to* April 25, 2028and (ii) such date that the average volume weighted-average price ("VWAP") of the Common Stock was greater than or equal to $52.00 per share for the priorthirty* (30) consecutive trading day period (the "Trigger"); provided however, that should the Trigger occur, the Warrants must be exercised withinthirty (30) days of the Company's notification pursuant to the Warrant Agreement that the Trigger occurred.

On* October 23, 2025,the Company announced the average VWAP of the Common Stock exceeded the Trigger on October 20, 2025,which resulted in the Warrants becoming immediately exercisable through December 23, 2025.*

As of* December 31, 2025,Warrant holders exercised 2,351,025, or 80.8%, of the Warrants, in a net share settlement of 470,205 shares of Common Stock. The remaining 560,140 Warrants expired unexercised in accordance with their terms. On January 7, 2026,the Company distributed 112,028 shares of Common Stock to Warrant holders who elected to participate in the over-subscription privilege. The gross proceeds to the Company were $27.7 million, of which $22.3 million was receivable as of December 31, 2025.As of December 31, 2025,*no Warrants remained outstanding.

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