| Item 15. | Exhibits and Financial Statement Schedules |
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| (a) | List of documents filed as part of this report: |
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| Page |
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| Report of Independent Registered Public Accounting Firm (PCAOB ID: 127) | 33 |
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| Consolidated Balance Sheets: December 31, 2025 and 2024 | 34 |
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| Consolidated Statements of Operations: Years ended December 31, 2025 and 2024 | 35 |
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| Consolidated Statements of Stockholders' Equity: Years ended December 31, 2025 and 2024 | 36 |
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| Consolidated Statements of Cash Flows: Years ended December 31, 2025 and 2024 | 37 |
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| Notes to the Consolidated Financial Statements | 38 |
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| 2. | Financial Statement Schedules: |
None.
The following is a list of exhibits filed as part of this Form 10-K:
| Incorporated by Reference |
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| Exhibit No. · Description · Form · File No. · Exhibit · Filing Date · Filed Herewith |
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| 2. · Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession. |
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| 2.1 | Amended and Restated Separation and Distribution Agreement by and between The LGL Group, Inc. and M-tron Industries, Inc. | 8-K | 001-00106 | 10.1 | August 24, 2022 |
| 3. | Articles of Incorporation and Bylaws. | |
| 3.1 | Certificate of Incorporation of The LGL Group, Inc. | 8-K | 001-00106 | 3.1 | August 31, 2007 |
| 3.2 | The LGL Group, Inc. By-Laws. | 8-K | 001-00106 | 3.2 | August 31, 2007 |
| 3.3 | The LGL Group, Inc. Amendment No. 1 to By-Laws. | 8-K | 001-00106 | 3.1 | June 17, 2014 |
| 3.4 | The LGL Group, Inc. Amendment No. 2 to By-Laws. | 8-K | 001-00106 | 3.4 | February 21, 2020 |
| 3.5 | The LGL Group, Inc. Amendment No. 3 to By-Laws. | 8-K | 001-00106 | 3.1 | February 26, 2020 |
| 3.6 | The LGL Group, Inc. Certificate of Amendment to Certificate of Incorporation. | 8-K | 001-00106 | 3.1 | January 4, 2022 |
| 4. | Instruments Defining the Rights of Security Holders. | |
| 4.1 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | 10-K | 001-00106 | 4.4 | March 28, 2022 |
| Incorporated by Reference |
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| Exhibit No. | Description | Form | File No. | Exhibit | Filing Date | Filed Herewith |
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| 10. · Material Contracts. |
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| 10.1 | The LGL Group, Inc. 2021 Incentive Plan. + | DEF 14A | 001-00106 | Annex A | December 6, 2021 | |
| 10.1a | Form of Stock Option Agreement under The LGL Group, Inc. 2021 Incentive Plan. + | 10-K | 001-00106 | 10.1a | April 1, 2024 | |
| 10.1b | Form of Restricted Stock Agreement under The LGL Group, Inc. 2021 Incentive Plan. + | 10-K | 001-00106 | 10.1b | April 1, 2024 | |
| 10.2 | Form of Indemnification Agreement by and between The LGL Group, Inc. and its executive officers and directors. + | 10-K | 001-00106 | 10.9 | March 24, 2011 | |
| 10.3 | Amended and Restated Transitional Administrative and Management Services Agreement, dated as of August 19, 2022, by and between The LGL Group, Inc. and M-tron Industries, Inc. | 8-K | 001-00106 | 10.2 | August 24, 2022 | |
| 10.4 | Amended and Restated Tax Indemnity and Sharing Agreement, dated as of August 19, 2022, by and between The LGL Group, Inc. and M-tron Industries, Inc. | 8-K | 001-00106 | 10.3 | August 24, 2022 | |
| 19.1 | The LGL Group, Inc. Insider Trading Policy. | 10-K | 001-00106 | 19.1 | April 1, 2024 | |
| 21.1 | Subsidiaries of The LGL Group, Inc. | | X |
| 23.1 | Consent of Independent Registered Public Accounting Firm – PKF O'Connor Davies, LLP. | | X |
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | X |
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | X |
| 32.1 | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* | | X |
| 32.2 | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* | | X |
| 97.1 | Policy Relating to Recovery of Erroneously Awarded Compensation. + | 10-K | 001-00106 | 97.1 | April 1, 2024 | |
| 101.INS | Inline XBRL Instance Document | | X |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | | X |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | X |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | | X |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | | X |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | X |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | X |
| * | Furnished herewith. In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference. |
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| + | Indicates management or compensatory plan. |
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| (1) | Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementary copies of any of the omitted schedules or similar attachments upon request by the SEC or its staff. |
The exhibits listed above have been filed separately with the SEC in conjunction with this Annual Report on Form 10-K or have been incorporated by reference into this Annual Report on Form 10-K. Upon request, the Company will furnish to each of its stockholders a copy of any such exhibit. Requests should be addressed to the Corporate Secretary, The LGL Group, Inc., 2525 Shader Road, Orlando, Florida 32804.
