LGL GROUP INC

10. Stockholders' Equity

Shares Authorized and Outstanding

On* December 28, 2021,*the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to increase the number of authorized shares of our common stock to 30,000,000. Previously, the Company was authorized to issue 10,000,000 shares of common stock. The Company’s certificate of incorporation was amended and restated to effect this change. The number of authorized shares of common stock was increased to support the Company’s growth and provide flexibility for future corporate needs including financing, potential strategic transactions (mergers, acquisitions and business combinations) and grants under equity compensations plans.

The following table presents a rollforward of outstanding shares:

Warrants to Purchase Common Stock

On* November 16, 2020,the Company issued 5,258,320 "European-style" warrants (the "Warrants") to holders of record of outstanding shares of the Company's common stock, par value $0.01 (the "Common Stock") as of November 9, 2020.The Warrants were listed on the NYSE American and traded under the symbol "LGL.WS." Five (5) Warrants entitled their holder to purchaseone* (1) share of LGL Group Common Stock at an exercise price of $12.50 and were exercisable at the earlier (i) the expiration of the warrant term, which is* November 16, 2025,or (ii) subject to a date acceleration if triggered only after the average volume weighted average price ("VWAP") of LGL Group Common Stock for30* consecutive trading days is greater than or equal to $17.50. The Warrants also provided for the adjustment of the exercise price and the trigger price for potential acceleration of the exercise date, upon the occurrence of certain dilutive events.

Pursuant to the warrant agreement, the Distribution was a qualifying dilutive event that required an adjustment to the exercise price and the trigger price for potential acceleration of the exercise date. Effective* October 18, 2022,*the warrant exercise price was adjusted to $4.75 and the target trigger price for potential acceleration of the exercise date was adjusted to $6.65 ("Adjusted Trigger Price").

On* March 4, 2025,the average VWAP of LGL Group Common Stock exceeded the Adjusted Trigger Price for30* consecutive trading days, which resulted in the Warrants becoming immediately exercisable.

On* November 6, 2025,the Company's Board of Directors (the "Board") approved an extension to the expiration date from November 16, 2025,a Sunday, which allowed holders to exercise their Warrants by the close of business on November 17, 2025,to Tuesday December 9, 2025.The Company subsequently extended the expiration date to December 31, 2025.*

As of* December 31, 2025,Warrant holders exercised 4,186,010, or 79.6%, of the Warrants, in a net share settlement of 837,202 shares of Common Stock. The remaining 1,072,310 Warrants expired unexercised in accordance with their terms. However, on January 22, 2026,the Company distributed 214,462 unallocated shares of Common Stock to Warrant holders who elected to participate in the over-subscription privilege. The gross proceeds to the Company were $5.0 million, of which $3.6 million was receivable as of December 31, 2025.As of December 31, 2025,*no Warrants remained outstanding.

Share Repurchase Program

On* August 29, 2011,the Board authorized an expansion of its previously announced share repurchase program, pursuant to which the Company mayrepurchase up to an additional 347,491 shares of its common stock in accordance with applicable securities laws. This authorization increased the total number of shares authorized for repurchase under the Company's existing share repurchase program to 797,491 shares, of which 540,000 shares were available to be repurchased, at such times, amounts and prices as the Company shall deem appropriate. No shares were repurchased by the Company in2025* or2024. As of* December 31, 2025*, the Company had repurchased a total of 133,047 shares of common stock at a cost of $946, which shares are currently held in treasury.

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