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LGL GROUP INC

For the period ended Dec 31, 2025. Filed Mar 30, 2026.

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FY2025 · Filed Mar 30, 2026

LGL$6.77+2.1%Stored close · as of Nov 9, 2026

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Related Party Transactions

7.** Related Party Transactions

In the normal course of business, the Company enters into various transactions with affiliated companies. Parties are considered to be related ifone party has the ability to control or exercise significant influence over the other party in making financial or operating decisions.

The following table summarizes income and expenses from transactions with related parties:

Year Ended December 31,
20252024
IncomeExpenseIncomeExpense
GAMCO Investors, Inc.$1,458$—$1,712$—
M-tron Industries, Inc.—89—(57)
Total$1,458$89$1,712$(57)

The following table summarizes assets and liabilities with related parties:

As of December 31,
20252024
AssetsLiabilitiesAssetsLiabilities
GAMCO Investors, Inc.$36,175$—$34,242$—
M-tron Industries, Inc.—227—59
Total$36,175$227$34,242$59

48

The material agreements whereby the Company generated revenues and expenses with affiliated entities are discussed below:

Investment Activity with GAMCO Investors, Inc.

Certain balances held and invested in various mutual funds are managed or advised by GAMCO Investors, Inc. orone of its subsidiaries (collectively, "GAMCO" or the "Fund Manager"), which is related to the Company through certain of our shareholders. Investments in related party mutual funds are overseen by the independent Related Party Committee of the Board of Directors (the "Related Party Committee"). The Related Party Committee meets regularly to review the alternatives and has determined the current investments most reflect the Company's objective of lower cost, market return and adherence to having a larger proportion of underlying investments directly in United States Treasuries. For the years ended* December 31, 2025and2024*, the Company paid the Fund Manager a fund management fee of approximately 8 bps annually of the asset balances under management, which arenot paid directly by the Company and are deducted prior to a fund striking its net asset value ("NAV").

As of* December 31, 2025*, the balance with the Fund Manager totaled $36,175, all of which was classified within Cash and cash equivalents on the Consolidated Balance Sheets. As of* December 31, 2024*, the balance with the Fund Manager totaled $34,242, all of which was classified within Cash and cash equivalents on the Consolidated Balance Sheets.

For the year ended* December 31, 2025*, the Company earned income on its investments with the Fund Manager totaling $1,458, all of which was included in Net investment income on the Consolidated Statements of Operations. For the year ended* December 31, 2024*, the Company earned income on its investments with the Fund Manager totaling $1,712, all of which was included in Net investment income on the Consolidated Statements of Operations.

Transactions with M-tron Industries, Inc.

Transitional Administrative and Management Services**Agreement

LGL Group and MtronPTI entered into an Amended and Restated Transitional Administrative and Management Services Agreement ("MtronPTI TSA"), which sets out the terms for services to be provided between thetwo companies post-separation. The current terms result in a net monthly payment of $4 per month to MtronPTI.

Tax Indemnity and Sharing Agreement

LGL Group and MtronPTI entered into a Tax Indemnity and Sharing Agreement ("MtronPTI Tax Agreement"), which sets out the terms for which party would be responsible for taxes imposed on the Company if the Distribution, together with certain related transactions, were to fail to qualify as a tax-free transaction under Internal Revenue Code ("IRC") Sections355 and368(a)(1)(D) if such failure were the result of actions taken after the Distribution by the Company or MtronPTI.

For the years ended* December 31, 2025and2024*, no taxes related to the Distribution have been recorded in the Consolidated Financial Statements.

Other Transactions

LGL Group and MtronPTI agreed to share salaries and benefits related to certain employees incurred by the Company. For the year ended* December 31, 2025*, the Company reimbursed MtronPTI $41 of the salaries and benefits of certain employees. For the year ended* December 31, 2024*, MtronPTI reimbursed the Company $105 of the salaries and benefits of certain employees. These reimbursements were recorded in Engineering, selling and administrative on the Consolidated Statements of Operations.

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