Skip to main content

LGL GROUP INC

For the period ended Mar 31, 2026. Filed May 11, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 11, 2026

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

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

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 for thethree months ended* March 31, 2026* and2025:

Three Months Ended March 31,
20262025
IncomeExpenseIncomeExpense
GAMCO Investors, Inc.$346$—$348$—
M-tron Industries, Inc.—40—(14)
Total$346$40$348$(14)

The following table summarizes assets and liabilities with related parties as of* March 31, 2026* and* December 31, 2025*:

March 31, 2026December 31, 2025
AssetsLiabilitiesAssetsLiabilities
GAMCO Investors, Inc.$41,188$—$36,175$—
M-tron Industries, Inc.—316—227
Total$41,188$316$36,175$227

The material agreements whereby the Company generates 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 Audit Committee of the Board of Directors (the "Audit Committee"). The Audit 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 thethree months ended* March 31, 2026and2025*, the Company paid the Fund Manager a fund management fee of approximately 8 basis points per annum, respectively, 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.

As of* March 31, 2026*, the balance with the Fund Manager totaled $41,188, all of which is classified within Cash and cash equivalents on the Condensed Consolidated Balance Sheets. As of* December 31, 2025*, the balance with the Fund Manager totaled $36,175, all of which is classified within Cash and cash equivalents on the Condensed Consolidated Balance Sheets.

For thethree months ended* March 31, 2026*, the Company earned income on its investments with the Fund Manager totaling $346, all of which was included in Net investment income on the Condensed Consolidated Statements of Operations. For thethree months ended* March 31, 2025*, the Company earned income on its investments with the Fund Manager totaling $348, all of which was included in Net investment income on the Condensed Consolidated Statements of Operations.

Transactions with M-tron Industries, Inc.

Transitional Administrative and Management Services Agreement

On* October 7, 2022,the separation of the M-tron Industries, Inc. ("Mtron") business from the Company was completed (the "Separation") and the business became an independent, publicly traded company trading on the NYSE American under the stock symbol "MPTI." The Separation was completed through the Company's distribution (the "Distribution") of 100% of the shares of Mtron's common stock to holders of the Company's common stock as of the close of business on September 30, 2022,*the record date for the Distribution.

LGL Group and Mtron entered into an Amended and Restated Transitional Administrative and Management Services Agreement ("Mtron 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.

For thethree months ended* March 31, 2026and2025*, the Company paid Mtron $12 under the terms of the Mtron TSA, which were recorded in Engineering, selling and administrative on the Condensed Consolidated Statements of Operations.

Tax Indemnity and Sharing Agreement

LGL Group and Mtron entered into a Tax Indemnity and Sharing Agreement ("Mtron 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 Mtron.

For thethree months ended* March 31, 2026and2025*, no taxes related to the Distribution have been recorded in the Condensed Consolidated Financial Statements.

13

Other Transactions

Mtron and LGL Group have agreed to share salaries and benefits related to certain employees incurred by the Company. For thethree months ended* March 31, 2026*, the Company reimbursed Mtron $28 of the salaries and benefits of certain employees and were recorded in Engineering, selling and administrative on the Condensed Consolidated Statements of Operations. For thethree months ended* March 31, 2025*, Mtron reimbursed the Company $26 of the salaries and benefits of certain employees and were recorded as a reduction to Engineering, selling and administrative on the Condensed Consolidated Statements of Operations.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.