Form 8-K

8-K — LGL GROUP INC

Accession: 0001437749-26-028019

Filed: 2026-08-14

Period: 2026-08-14

CIK: 0000061004

SIC: 3679 (ELECTRONIC COMPONENTS, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — lglg20260521_8k.htm (Primary)

EX-99.1 — PRESS RELEASE (ex_966790.htm)

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8-K — FORM 8-K

8-K (Primary)

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false

0000061004

2026-08-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 14, 2026

THE LGL GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-00106

38-1799862

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2525 Shader Road, Orlando, FL

32804

(Address of Principal Executive Offices)

(Zip Code)

(202) 780-5941

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01

LGL

NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.

Results of Operations and Financial Condition

On August 14, 2026, The LGL Group, Inc. ("LGL Group" or the "Company") issued a press release announcing its financial results for the second quarter ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this Current Report on Form 8-K, including the exhibits hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any future filings by the Company under the Securities Act of 1933, as amended, or under the Exchange Act, unless the Company expressly sets forth in such future filing that such information is to be considered "filed" or incorporated by reference therein.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits

Exhibit No.

Description

99.1

Press Release of The LGL Group, Inc. dated August 14, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE LGL GROUP, INC.

(Registrant)

Date: August 14, 2026

By:

/s/ Patrick Huvane

Name:

Patrick Huvane

Title:

Executive Vice President - Business Development

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: ex_966790.htm · Sequence: 2

ex_966790.htm

Exhibit 99.1

THE LGL GROUP, INC. REPORTS SECOND QUARTER 2026 RESULTS

•

Revenues increased $229,000 to $1,153,000 for the three months ended June 30, 2026 compared to $924,000 for the three months ended June 30, 2025 driven by our Electronic Instruments segment

•

Backlog within the Electronic Instruments segment increased $3,003,000 to $3,628,000 as of June 30, 2026 from $625,000 as of December 31, 2025

•

Received orders totaling $6.0 million from a satellite communications customer through July 31, 2026, of which $3.4 million was already included in backlog as of June 30, 2026

•

Cash and cash equivalents and marketable securities were $45.2 million as of June 30, 2026 compared to $41.6 million as of December 31, 2025

•

Completed rights offering on July 24, 2026, issuing 6,062,714 shares with gross proceeds of $41.8 million and increasing cash and cash equivalents to over $86.0 million

ORLANDO, FL. – August 14, 2026 – The LGL Group, Inc. (NYSE American: LGL) ("LGL," "LGL Group," or the "Company") announced today its financial results for the second quarter ended June 30, 2026.

"This quarter's revenue growth and record backlog reflect strong underlying demand for the mission-critical timing and synchronization technology our platforms provide," said Jason Lamb, LGL Group Chief Executive Officer. "We are encouraged by the trajectory of our aerospace and defense and commercial applications and remain focused on translating this momentum into sustained long-term growth and stockholder value creation."

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands, except share data)

2026

2025

% Change

2026

2025

% Change

U.S. GAAP Financial Measures

Revenues

1,153

924

24.8

2,238

1,842

21.5

Gross margin

49.2

57.0

(13.7

50.1

54.7

(8.5

Net loss

(353

)

(51

)

592.2

(975

)

(57

)

1,610.5

Net loss per diluted share

(0.06

)

(0.01

)

478.0

(0.15

)

(0.01

)

1,335.3

(in thousands, except share data)

June 30, 2026

December 31, 2025

% Change

U.S. GAAP Financial Measures

Book value attributable to LGL Group common stockholders

44,342

43,488

2.0

Book value attributable to LGL Group common stockholders per share

6.77

7.04

(3.9

Consolidated Results

Second Quarter 2026

Total revenues were $1,153,000 for the three months ended June 30, 2026 compared to $924,000 for the three months ended June 30, 2025. The increase was primarily due to the $259,000 increase in Net sales within our Electronic Instruments segment due to higher product shipments as orders in backlog as of March 31, 2026 converted to revenue partially offset by the $16,000 decrease in Net investment income driven by lower yields on investments in United States Treasury money market funds and the $14,000 decrease in Net gains (losses) driven by lower mark-to-market movements on Marketable securities.

Gross margin was 49.2% for the three months ended June 30, 2026 compared to 57.0% for the three months ended June 30, 2025. The decrease was primarily due to changes in product and pricing mix associated with volume-based pricing extended to a single customer in connection with increased order volume partially offset by the increase in Net sales discussed above.

Net loss attributable to LGL Group common stockholders was ($353,000), or ($0.06) per diluted share, compared with ($51,000), or ($0.01) per diluted share, in the second quarter of 2025. The decrease was primarily due to higher Engineering, selling, and administrative expenses driven by a $143,000 increase in stock-based compensation, a $100,000 increase in professional service fees, a $37,000 increase in salaries and wages and related benefits, and a $78,000 increase in other corporate expenses partially offset by higher Net sales discussed above.

Fiscal Year to Date 2026

Total revenues were $2,238,000 for the six months ended June 30, 2026 compared to $1,842,000 for the six months ended June 30, 2025. The increase was primarily due to the $443,000 increase in Net sales within our Electronic Instruments segment due to higher product shipments as orders in backlog converted to revenue partially offset by the $44,000 decrease in Net investment income driven by lower yields on investments in United States Treasury money market funds.

Gross margin was 50.1% for the six months ended June 30, 2026 compared to 54.7% for the six months ended June 30, 2025. The decrease was primarily due to changes in product and pricing mix associated volume-based pricing extended to a single customer in connection with increased order volume partially offset by the increase in Net sales discussed above.

Net loss attributable to LGL group common stockholders was ($975,000), or ($0.15) per diluted share, compared with ($57,000), or ($0.01) per diluted share, in 2025. The increase was primarily due to higher Engineering, selling, and administrative expenses driven by $822,000 higher stock-based compensation related to grants made to key employees in January and May 2026, a $300,000 increase in professional service fees, a $85,000 increase in salaries and wages and related benefits, and a $100,000 increase in other corporate expenses partially offset by higher Net sales due to higher product shipments as orders in backlog converted to revenue.

Cash and cash equivalents and marketable securities were $45.2 million as of June 30, 2026 compared to $41.6 million as of December 31, 2025. The increase was primarily due to $4.6 million of net proceeds from the warrant dividend program completed in January 2026 and $1.2 million in capital contributions from non-controlling interests into Skyline Instruments May 2026, a Series of CGF2021 LLC partially offset by the $2.0 million investment in the convertible promissory note issued by Skyline Instruments Corporation.

Book value attributable to LGL Group common stockholders was $6.77 as of June 30, 2026 compared to $7.04 as of December 31, 2025. The decrease was primarily due to the net loss attributable to LGL Group common stockholders discussed above, the increase in shares outstanding resulting from restricted stock grants to key employees in January and May 2026 for which a portion vested immediately, and the increase in shares outstanding related to the warrant program completed in January 2026, pursuant to which shares were issued at an exercise price of $4.75 per share.

Backlog

As of June 30, 2026, our order backlog was $3,628,000, an increase of $3,003,000 from $625,000 as of December 31, 2025 and an increase of $3,101,000 from $527,000 as of June 30, 2025. The backlog of unfilled orders includes amounts based on signed contracts, which we have determined are firm orders likely to be fulfilled primarily in the next 12 months but most of the backlog will ship in the next 90 days. Additionally, we announced a series of orders totaling $6.0 million from a customer in August 2026, of which $3.4 million was included in our backlog as of June 30, 2026.

Liquidity

Our working capital metrics were as follows:

(in thousands)

June 30, 2026

December 31, 2025

Current assets

47,006

46,324

Less: Current liabilities

1,811

915

Working capital

45,195

45,409

As of June 30, 2026, LGL Group had investments (classified within Cash and cash equivalents and Marketable securities) with a fair value of $45.2 million, of which $26.2 million was held within the Merchant Investment business.

Warrant Dividend Program

In January 2026, LGL Group completed its warrant dividend program, generating approximately $5.0 million in gross proceeds. The warrants were distributed on November 16, 2020 and expired on December 31, 2025. The Company issued 1,051,664 shares of common stock, par value $0.01 (the "Common Stock"), representing 100% of the shares issuable

Rights Offering

In July 2026, LGL Group completed a transferable subscription rights offering (the "Rights Offering") generating roughly $41.8 million, increasing cash and cash equivalents and marketable securities to over $86.0 million. The Rights Offering commenced on June 8, 2026 and expired at 5:00 p.m., Eastern time, on Wednesday, July 15, 2026. The Company issued 6,062,714 shares of Common Stock, representing approximately 92.6% of the 6,550,435 shares offered in the Rights Offering. After giving effect to the shares sold in the Rights Offering, the Company currently has approximately 12.6 million shares of Common Stock outstanding.

Marc Gabelli, Executive Chairman of LGL Group, purchased 3,331,675 shares, increasing his total share ownership to 4,387,727 shares.

About The LGL Group, Inc.

The LGL Group, Inc. ("LGL," "LGL Group," or the "Company") is a holding company engaged in services, merchant investment and manufacturing business activities. Precise Time and Frequency, LLC ("PTF") is a globally positioned producer of industrial Electronic Instruments and commercial products and services. Founded in 2002, PTF operates from our design and manufacturing facility in Wakefield, Massachusetts. Lynch Capital International LLC is focused on the development of value through investments.

LGL Group was incorporated in 1928 under the laws of the State of Indiana, and in 2007, the Company was reincorporated under the laws of the State of Delaware as The LGL Group, Inc. We maintain our executive offices at 2525 Shader Road, Orlando, Florida 32804. Our telephone number is (202) 780-5941. Our Internet address is www.lglgroup.com. LGL Group common stock is traded on the NYSE American ("NYSE") under the symbol "LGL."

LGL Group's business strategy is primarily focused on growth through expanding new and existing operations across diversified industries. The Company's engineering and design origins date back to the early 1900s. In 1917, Lynch Glass Machinery Company ("Lynch Glass"), the predecessor of LGL Group, was formed and emerged in the late 1920s as a successful manufacturer of glass-forming machinery. Lynch Glass was then renamed Lynch Corporation ("Lynch") and was incorporated in 1928 under the laws of the State of Indiana. In 1946, Lynch was listed on the "New York Curb Exchange," the predecessor to the NYSE American. The Company has a had a long history of owning and operating various business in the precision engineering, manufacturing, and services sectors.

Cautionary Note Concerning Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, such as those pertaining to the Company's financial condition, results of operations, business strategy and financial needs. All statements other than statements of current or historical fact contained in this press release are forward-looking statements. The words "believe," "expect," "anticipate," "should," "plan," "will," "may," "could," "intend," "estimate," "predict," "potential," "continue" or the negative of these terms and similar expressions, as they relate to LGL Group, are intended to identify forward-looking statements.

These forward-looking statements are largely based on current expectations and projections about future events and financial trends that may affect the financial condition, results of operations, business strategy and financial needs of the Company. They can be affected by inaccurate assumptions, including the risks, uncertainties and assumptions described in the filings made by LGL Group with the Securities and Exchange Commission, including those risks set forth under the heading "Risk Factors" in the Company’s Annual Report on Form 10-K as filed with the SEC on March 30, 2026. In light of these risks, uncertainties and assumptions, the forward-looking statements in this press release may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. When you consider these forward-looking statements, you should keep in mind these risk factors and other cautionary statements in this press release.

These forward-looking statements speak only as of the date of this press release. LGL Group undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

###

Contact:

The LGL Group, Inc.

(202) 780-5941

info@lglgroup.com

The LGL Group, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands, except share data)

2026

2025

2026

2025

Revenues:

Net sales

750

491

1,432

989

Net investment income

412

428

801

845

Net (losses) gains

)

Total revenues

1,153

924

2,238

1,842

Expenses:

Manufacturing cost of sales

381

211

715

448

Engineering, selling and administrative

1,219

744

2,755

1,384

Total expenses

1,600

955

3,470

1,832

(Loss) income before income taxes

(447

)

(31

)

(1,232

)

Income tax (benefit) expense

(95

)

(275

)

Net loss

(352

)

(45

)

(957

)

(32

)

Less: Net income attributable to non-controlling interests

Net loss attributable to LGL Group common stockholders

(353

)

(51

)

(975

)

(57

)

Loss per common share attributable to LGL Group common stockholders:

Basic

(0.06

)

(0.01

)

(0.15

)

(0.01

)

Diluted

(0.06

)

(0.01

)

(0.15

)

(0.01

)

Weighted average shares outstanding:

Basic

6,410,602

5,352,937

6,379,287

5,352,937

Diluted

6,410,602

5,352,937

6,379,287

5,352,937

The LGL Group, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands)

June 30, 2026

December 31, 2025

Assets:

Current assets:

Cash and cash equivalents

45,115

41,514

Restricted cash and cash equivalents

320

—

Marketable securities

Accounts receivable, net of allowance

538

572

Inventories, net

628

297

Prepaid expenses and other current assets

364

255

Warrant proceeds receivable

—

3,650

Total current assets

47,006

46,324

Convertible promissory note, at fair value

1,968

—

Right-of-use lease assets

237

247

Intangible assets, net

Deferred income tax assets

462

190

Other assets

—

Total assets

49,684

46,776

Liabilities:

Total current liabilities

1,811

915

Non-current liabilities

286

296

Total liabilities

2,097

1,211

Stockholders' equity:

Total LGL Group stockholders' equity

44,342

43,488

Non-controlling interests

3,245

2,077

Total stockholders' equity

47,587

45,565

Total liabilities and stockholders' equity

49,684

46,776

The LGL Group, Inc.

Segment Results

(Unaudited)

Three Months Ended June 30,

(in thousands)

2026

2025

$ Change

% Change

Revenues:

Electronic Instruments

750

491

259

52.7

Merchant Investment

239

262

(23

)

(8.8

Corporate

164

171

)

(4.1

Total revenues

1,153

924

229

24.8

Expenses:

Electronic Instruments

722

423

299

70.7

Merchant Investment

202

114

77.2

Corporate

676

418

258

61.7

Total expenses

1,600

955

645

67.5

Income (loss) before income taxes

Electronic Instruments

(40

)

(58.8

Merchant Investment

148

(111

)

(75.0

Corporate

(512

)

(247

)

(265

)

107.3

Loss before income taxes

(447

)

(31

)

(416

)

1,341.9

Income tax (benefit) expense

(95

)

(109

)

(778.6

Net loss

(352

)

(45

)

(307

)

682.2

Less: Net income attributable to non-controlling interests

)

(83.3

Net loss attributable to LGL Group common stockholders

(353

)

(51

)

(302

)

592.2

The LGL Group, Inc.

Segment Results

(Unaudited)

Six Months Ended June 30,

(in thousands)

2026

2025

$ Change

% Change

Revenues:

Electronic Instruments

1,432

989

443

44.8

Merchant Investment

462

509

(47

)

(9.2

Corporate

344

—

0.0

Total revenues

2,238

1,842

396

21.5

Expenses:

Electronic Instruments

1,387

902

485

53.8

Merchant Investment

327

208

119

57.2

Corporate

1,756

722

1,034

143.2

Total expenses

3,470

1,832

1,638

89.4

Income (loss) before income taxes

Electronic Instruments

(42

)

(48.3

Merchant Investment

135

301

(166

)

(55.1

Corporate

(1,412

)

(378

)

(1,034

)

273.5

(Loss) income before income taxes

(1,232

)

(1,242

)

(12,420.0

Income tax (benefit) expense

(275

)

(317

)

(754.8

Net loss

(957

)

(32

)

(925

)

2,890.6

Less: Net income attributable to non-controlling interests

)

(28.0

Net loss attributable to LGL Group common stockholders

(975

)

(57

)

(918

)

1,610.5

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Document And Entity Information

Aug. 14, 2026

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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