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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File No. 001-41391

M-tron Industries, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	46-0457944
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

2525 Shader Rd., Orlando, Florida	32804
(Address of principal executive offices)	(Zip Code)

(407) 298-2000

(Registrant’s telephone number, including area code)

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	MPTI	NYSE American
Warrants to Purchase Shares of Common Stock, Expiring on or before April 25, 2028	MPTI WS	NYSE American

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 31, 2025, the registrant had 2,929,798 shares of common stock, $0.01 par value per share, outstanding.

Table of Contents

M-tron Industries, Inc.

Form 10-Q for the Period Ended September 30, 2025

Table of Contents

					Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)				2
		Condensed Consolidated Statements of Operations			2
		Condensed Consolidated Balance Sheets			3
		Condensed Consolidated Statements of Equity			4
		Condensed Consolidated Statements of Cash Flows			6
		Notes to Condensed Consolidated Financial Statements			7
			1.	Background and Description of Business	7
			2.	Summary of Significant Accounting Policies	7
			3.	Segment Information	9
			4.	Related Party Transactions	10
			5.	Income Taxes	11
			6.	Revolving Credit Agreement	12
			7.	Stock-Based Compensation	12
			8.	Stockholders' Equity	13
			9.	Earnings per Share ("EPS")	13
			10.	Commitments and Contingencies	14
			11.	Other Financial Statement Information	14
			12.	Domestic and Foreign Revenues	14
			13.	Subsequent Events	14

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations				15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk				20
Item 4.	Controls and Procedures				20

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings				21
Item 5.	Other Information				21
Item 6.	Exhibits				21

	Signatures

Table of Contents

Cautionary Note Concerning Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q of M-tron Industries, Inc. ("Mtron" or the "Company") and the Company's other communications and statements, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable by law. Such statements include, in particular, statements about the Company's beliefs, plans, objectives, goals, expectations, estimates, projections and intentions. These statements are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond the Company's control. The words "may," "could," "should," "would," "believe," "anticipate," "estimate," "expect," "intend," "plan," "target," "goal," and similar expressions are intended to identify forward-looking statements. All forward-looking statements, by their nature, are subject to risks and uncertainties. Therefore, such statements are not intended to be a guarantee of the Company's performance in future periods. The Company's actual future results may differ materially from those set forth in the Company's forward-looking statements. For information concerning these factors and related matters, see "Risk Factors" in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission ("SEC") on March 27, 2025. However, other factors besides those referenced could adversely affect the Company's results, and you should not consider any such list of factors to be a complete set of all potential risks or uncertainties. Any forward-looking statements made by the Company herein speak as of the date of this Quarterly Report on Form 10-Q. The Company does not undertake to update any forward-looking statement, except as required by law. As a result, you should not place undue reliance on these forward-looking statements.

Table of Contents

PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements

M-tron Industries, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
(in thousands, except share data)	*2025*		*2024*		*2025*		*2024*
Revenues	$	14,170	$	13,214	$	40,184	$	36,207
Costs and expenses:
Manufacturing cost of sales		7,891		6,904		22,707		19,617
Engineering, selling and administrative		3,729		3,389		11,070		9,773
Total costs and expenses		11,620		10,293		33,777		29,390
Operating income		2,550		2,921		6,407		6,817
Other income:
Interest income, net		143		63		378		139
Other income, net		70		24		87		61
Total other income, net		213		87		465		200
Income before income taxes		2,763		3,008		6,872		7,017
Income tax expense		931		741		1,850		1,520
Net income	$	1,832	$	2,267	$	5,022	$	5,497

Income per common share:
Basic	$	0.64	$	0.82	$	1.76	$	2.01
Diluted	$	0.63	$	0.81	$	1.72	$	1.97

Weighted average shares outstanding:
Basic		2,860,353		2,751,924		2,850,270		2,729,803
Diluted		2,916,207		2,800,820		2,916,890		2,788,046

See accompanying Notes to the Condensed Consolidated Financial Statements.

Table of Contents

M-tron Industries, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except share data)	*September 30, 2025*		*December 31, 2024*
Assets:
Current assets:
Cash and cash equivalents	$	18,329	$	12,641
Accounts receivable, net of reserves of $189 and $182, respectively		6,228		6,842
Inventories, net		9,275		9,509
Prepaid expenses and other current assets		1,081		760
Total current assets		34,913		29,752
Property, plant and equipment, net		6,466		5,061
Right-of-use lease asset		252		9
Intangible assets, net		40		40
Deferred income tax asset		557		1,623
Other assets		4		3
Total assets	$	42,232	$	36,488

Liabilities:
Current liabilities:
Accounts payable	$	1,550	$	1,423
Accrued compensation and commissions		2,383		3,235
Other accrued expenses		1,129		500
Income taxes payable		—		58
Total current liabilities		5,062		5,216
Long-term lease liability		159		—
Total liabilities		5,221		5,216

Commitments and Contingencies (Note 10)

Stockholders' equity:
Preferred stock ($0.01 par value; 5,000,000 shares authorized, none issued)		—		—
Common stock ($0.01 par value; 25,000,000 shares authorized; 2,926,105 and 2,911,165 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively)		28		28
Additional paid-in capital		20,624		19,907
Retained earnings		16,359		11,337
Total stockholders' equity		37,011		31,272
Total liabilities and stockholders' equity	$	42,232	$	36,488

See accompanying Notes to the Condensed Consolidated Financial Statements.

Table of Contents

M-tron Industries, Inc.

Condensed Consolidated Statements of Equity

(Unaudited)

(in thousands)	*Preferred Stock*		*Common Stock*		*Additional Paid-in Capital*		*Retained Earnings*		*Total Equity*
Balance as of June 30, 2025	$	—	$	28	$	20,258	$	14,527	$	34,813
Net income		—		—		—		1,832		1,832
Stock-based compensation expense		—		—		276		—		276
Exercise of stock options		—		—		90		—		90
Warrant-related costs		—		—		—		—		—
Balance as of September 30, 2025	$	—	$	28	$	20,624	$	16,359	$	37,011

(in thousands)	*Preferred Stock*		*Common Stock*		*Additional Paid-in Capital*		*Retained Earnings*		*Total Equity*
Balance as of June 30, 2024	$	—	$	27	$	16,702	$	6,931	$	23,660
Net income		—		—		—		2,267		2,267
Stock-based compensation expense		—		—		77		—		77
Exercise of stock options		—		—		216		—		216
Warrant-related costs		—		—		—		—		—
Balance as of September 30, 2024	$	—	$	27	$	16,995	$	9,198	$	26,220

See accompanying Notes to the Condensed Consolidated Financial Statements.

Table of Contents

M-tron Industries, Inc.

Condensed Consolidated Statements of Equity

(Unaudited)

(in thousands)	*Preferred Stock*		*Common Stock*		*Additional Paid-in Capital*			*Retained Earnings*		*Total Equity*
Balance as of December 31, 2024	$	—	$	28	$	19,907		$	11,337	$	31,272
Net income		—		—		—			5,022		5,022
Stock-based compensation expense		—		—		803			—		803
Exercise of stock options		—		—		211			—		211
Warrant-related costs		—		—		(297	)		—		(297	)
Balance as of September 30, 2025	$	—	$	28	$	20,624		$	16,359	$	37,011

(in thousands)	*Preferred Stock*		*Common Stock*		*Additional Paid-in Capital*		*Retained Earnings*		*Total Equity*
Balance as of December 31, 2023	$	—	$	27	$	16,167	$	3,701	$	19,895
Net income		—		—		—		5,497		5,497
Stock-based compensation expense		—		—		485		—		485
Exercise of stock options		—		—		343		—		343
Warrant-related costs		—		—		—		—		—
Balance as of September 30, 2024	$	—	$	27	$	16,995	$	9,198	$	26,220

See accompanying Notes to the Condensed Consolidated Financial Statements.

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M-tron Industries, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	*Nine Months Ended September 30,*
(in thousands, except share data)	*2025*			*2024*
Cash flows from operating activities:
Net income	$	5,022		$	5,497
Adjustments to reconcile net income to net cash provided by operating activities:
Noncash revenues, expenses, gains and losses included in income:
Depreciation		800			717
Amortization of finite-lived intangible assets		—			5
Stock-based compensation expense		803			485
Deferred income tax provision		1,066			(59	)
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable, net		614			(1,256	)
Decrease (increase) in inventories, net		234			(669	)
(Increase) decrease in prepaid expenses and other assets		(322	)		36
(Decrease) increase in accounts payable, accrued compensation, income taxes and commissions and other		(238	)		951
Total adjustments		2,957			210
Net cash provided by operating activities		7,979			5,707
Cash flows from investing activities:
Capital expenditures		(2,205	)		(1,473	)
Net cash used in investing activities		(2,205	)		(1,473	)
Cash flows from financing activities:
Proceeds from stock option exercise		211			343
Warrant-related costs		(297	)		—
Net cash (used in) provided by financing activities		(86	)		343
Increase in cash and cash equivalents		5,688			4,577
Cash and cash equivalents at beginning of period		12,641			3,913
Cash and cash equivalents at end of period	$	18,329		$	8,490

Supplemental Disclosure:
Cash paid for interest	$	7		$	7
Cash paid for income taxes	$	1,096		$	1,296

See accompanying Notes to the Condensed Consolidated Financial Statements.

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M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

1. Background and Description of Business

M-tron Industries, Inc. (the "Company," "Mtron," "we," "us," or "our") is engaged in the designing, manufacturing and marketing of highly engineered, high reliability frequency and spectrum control products used to control the frequency or timing of signals in electronic circuits in various applications. Mtron’s primary markets are aerospace & defense, avionics, industrials, and space.

Our component-level devices and modules are used extensively in electronic systems for applications in commercial and military defense, aerospace, satellites, down-hole drilling, medical devices, instrumentation, industrial devices and in infrastructure equipment for the telecommunications and network equipment industries. As an engineering-centric company, Mtron provides close support to the customer throughout its products' entire life cycle, including product design, prototyping, production and subsequent product upgrades and maintenance. This collaborative approach has resulted in the development and growth of long-standing business relationships with its blue-chip customer base.

The Company offers a wide range of precision frequency control and spectrum control solutions including: radio frequency, microwave and millimeter wave filters; cavity, crystal, ceramic, lumped element and switched filters; high performance and high frequency oven-controlled crystal oscillators ("OCXO"), integrated phase-locked loops OCXOs, temperature-compensated crystal oscillators, voltage-controlled crystal oscillators, low jitter and harsh environment oscillators; crystal resonators, Integrated Microwave Assemblies ("IMA"); and state-of-the-art solid state power amplifier products. This uniquely positions Mtron to solve multiple problems on a customer's design and provides several areas for higher levels of integration. This uniquely positions Mtron to solve multiple problems on a customer's design and provides several areas for higher levels of integration

The Company has manufacturing facilities in Orlando, Florida; Yankton, South Dakota; and Noida, India. The Company also has a sales office in Hong Kong. All of Mtron’s production facilities are International Organization for Standardization ("ISO") 9001:2015 certified (the international standard for creating a quality management system) and Restriction of Hazardous Substances ("RoHS") compliant. In addition, its U.S. production facilities in Orlando and Yankton are International Traffic in Arms Regulations ("ITAR") registered and International Aerospace Quality Group AS9100 Rev D certified and our Yankton production facility is Military Standard ("MIL-STD")-790 certified.

We maintain our executive offices at 2525 Shader Road, Orlando, Florida 32804. Our telephone number is (407) 298-2000. Our Internet address is www.mtron.com. Our common stock and warrants are traded on the NYSE American under the symbols "MPTI" and MPTI WS," respectively.

2. Summary of Significant Accounting Policies

During the three and nine months ended September 30, 2025, there were no material changes to our significant accounting policies included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Annual Report") filed with the Securities and Exchange Commission (the "SEC") on March 27, 2025. For additional information, refer to Note 2 to the audited Consolidated Financial Statements in the 2024 Annual Report.

Basis of Presentation

These unaudited Condensed Consolidated Financial Statements do not include all disclosures that are normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and should be read in conjunction with the audited Consolidated Financial Statements and the related notes included in the 2024 Annual Report. The consolidated financial information as of December 31, 2024 included herein has been derived from the audited Consolidated Financial Statements in the 2024 Annual Report.

In the opinion of management, these Condensed Consolidated Financial Statements contain all adjustments (consisting of normal recurring adjustments, including eliminations of material intercompany accounts and transactions) considered necessary for a fair statement of the results presented herein. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2025.

Use of Estimates

The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

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M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

Research and Development Costs

Research and development costs are charged to operations as incurred. For the three and nine months ended September 30, 2025, research and development costs were approximately $792 and $2,298, respectively. For the three and nine months ended September 30, 2024, research and development costs were approximately $714 and $2,029. Such costs are included within Engineering, selling and administrative expenses on the Condensed Consolidated Statements of Operations.

Concentration Risks

For the three months ended September 30, 2025, the Company's largest and second largest customers accounted for $5,238, or 37.0%, and $2,153, or 15.2%, of the Company's Revenues, respectively. For the three months ended September 30, 2024, the Company's largest and second largest customers accounted for $4,481, or 33.9%, and $2,582, or 19.5%, of the Company’s Revenues, respectively.

For the nine months ended September 30, 2025, the Company's largest and second largest customers accounted for $13,963, or 34.7%, and $5,834, or 14.5%, of the Company's Revenues, respectively. For the nine months ended September 30, 2024, the Company's largest and second largest customers accounted for $13,808, or 38.1%, and $7,001, or 19.3%, of the Company's Revenues, respectively.

A significant portion of the Company's accounts receivable is concentrated with a relatively small number of customers. As of September 30, 2025, four of the Company's customers accounted for approximately $4,388, or 68.4%, of gross accounts receivable. As of December 31, 2024, four of the Company's customers accounted for approximately $4,648, or 66.2%, of gross accounts receivable. The Company carefully evaluates the creditworthiness of its customers in deciding to extend credit. As a result, the Company has experienced very low historical bad debt expense and believes the related risk to be minimal.

Impairments of Long-Lived Assets

Long-lived assets, including intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Long-lived assets are grouped with other assets to the lowest level to which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Management assesses the recoverability of the carrying cost of the assets based on a review of projected undiscounted cash flows. If an asset is held for sale, management reviews its estimated fair value less cost to sell. Fair value is determined using pertinent market information, including appraisals or broker's estimates, and/or projected discounted cash flows. In the event an impairment loss is identified, it is recognized based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset.

We performed an assessment to determine if there were any indicators of impairment as of September 30, 2025 and December 31, 2024. We concluded that, while there were events and circumstances in the macro-environment that did impact us, we did not experience any entity-specific indicators of asset impairment and no triggering events occurred.

Accounting Standards Adopted

Segment Reporting

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, "Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), to address improvements to reportable segment disclosures. The standard primarily requires the following disclosure on an annual and interim basis: (i) significant segment expenses that are regularly provided to chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss; and (ii) other segment items and description of its composition. The standard also requires current annual disclosures about a reportable segment's profits or losses and assets to be disclosed in interim periods and the title and position of the CODM with an explanation of how the CODM uses the report measure(s) of segment profits or losses in assessing segment performance. The provisions of the standard are effective for public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The standard is applied retrospectively for all prior periods presented. The Company adopted ASU 2023-07 in December 2024. Refer to Note 3 - Segment Information for further information.

Future Application of Accounting Standards

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)" ("ASU 2024-03"). The standard requires certain details for expenses presented on the face of the Consolidated Statements of Operations as well as selling expenses to be presented in the notes to the financial statements on an interim and annual basis. The provisions of the standard are effective for public companies for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 31, 2027. The amendment can be applied either prospectively or retrospectively, with early adoption permitted. The Company is currently assessing the impact of this standard.

Income Taxes

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740) - Improvements to Income Tax Disclosures" ("ASU 2023-09"). The standard requires disaggregated information about a company's effective tax rate reconciliation as well as information on income taxes paid. The provisions of the standard are effective for public companies for fiscal years beginning after December 15, 2024, with early adoption permitted. This standard applies prospectively; however, retrospective application is permitted. We are assessing the impact of this standard.

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M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

3. Segment Information

Chief Operating Decision Maker

The Company's chief operating decision maker ("CODM") is the Chief Executive Officer.

Reportable Segments

We report our results of operations consistent with the manner in which the CODM reviews the business to assess performance and allocate resources. As such, we report our results in a single reporting segment: Electronic Components.

The Electronic Components segment derives revenues from sales to customers of wide range of precision frequency control and spectrum control solutions, including, but not limited to, the following:

•

filters;

•

oscillators;

•

crystal resonators; and

•

integrated microwave assemblies.

Measure of Segment Profit or Loss and Segment Assets

The accounting policies of the Electronic Components segment are the same as those described in Note 2 – Summary of Significant Accounting Policies.

The CODM assesses the performance of and decides how to allocate resources to the Electronic Components segment based on Segment gross profit (loss) as well as Net income, which is also reported on the Condensed Consolidated Statements of Operations as consolidated Net income. The CODM uses Segment gross profit to evaluate to evaluate the manufacturing costs of the Electronic Components segment’s products and to ensure those products are priced appropriately. The CODM uses Segment net income to evaluate income generated from segment assets in deciding whether to reinvest profits into the Electronic Components segment or into other parts of the entity, such as for capital expenditures or acquisitions. Additionally, the CODM uses net income to monitor budget versus actual results as well as in competitive analysis to Mtron's peers. The budget versus actuals and competitive analysis are used in assessing the performance of the Electronic Components segment.

The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as consolidated Total assets.

The following table presents Mtron's operations for the Electronic Components segment for the three and nine months ended September 30, 2025 and 2024:

	*Three Months Ended September 30,*						*Nine Months Ended September 30,*
	*2025*			*2024*			*2025*			*2024*
Revenues	$	14,170		$	13,214		$	40,184		$	36,207

Less:
Cost of goods sold		5,769			5,622			16,556			16,283
Manufacturing expenses		2,122			1,282			6,151			3,334
Segment gross profit	$	6,279		$	6,310		$	17,477		$	16,590

Less:
Research and development costs		792			714			2,298			2,029
Selling and commissions		1,001			864			3,041			2,520
General and administrative expenses		2,000			1,782			5,779			5,144
Income tax expense		931			741			1,850			1,520
Other segment items ^(a)		(277	)		(58	)		(513	)		(120	)
Segment net income	$	1,832		$	2,267		$	5,022		$	5,497

Reconciliation of Segment gross profit to Consolidated net income
Segment operating expenses, net		(3,729	)		(3,389	)		(11,070	)		(9,773	)
Other income		213			87			465			200
Income tax expense		(931	)		(741	)		(1,850	)		(1,520	)
Consolidated net income	$	1,832		$	2,267		$	5,022		$	5,497

Reconciliation of Segment net income to Consolidated net income
Adjustments and reconciling items		—			—			—			—
Consolidated net income	$	1,832		$	2,267		$	5,022		$	5,497

^(a)	Other segment items includes the following:
		•	Interest income, net
		•	Income received under the Amended and Restated Transitional Administrative and Management Services Agreement with The LGL Group, Inc.
		•	Foreign currency gains and losses
		•	Expense reimbursements paid to / received from The LGL Group, Inc.

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M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

Other Segment Disclosures

The following tables present other segment information for the Electronic Components segment as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024:

	*Three Months Ended September 30,*						*Nine Months Ended September 30,*
	*2025*			*2024*			*2025*			*2024*
Interest income	$	146		$	67		$	388		$	151
Interest expense		(3	)		(4	)		(10	)		(12	)
Depreciation		(280	)		(278	)		(800	)		(717	)
Amortization		—			—			—			(5	)
Other significant non-cash items:
Stock-based compensation		(276	)		(77	)		(803	)		(485	)

Capital expenditures		(807	)		(478	)		(2,205	)		(1,473	)

		*September 30, 2025*				*December 31, 2024*
Total assets		$	42,232			$	36,488

4. Related Party Transactions

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

The following tables summarize income and expenses from transactions with related parties for the three and nine months ended September 30, 2025 and 2024:

	*Three Months Ended September 30,*
	*2025*					*2024*
	*Income*		*Expense*			*Income*		*Expense*
GAMCO Investors, Inc.	$	145	$	—		$	64	$	—
The LGL Group, Inc.		12		(28	)		12		27
Total	$	157	$	(28	)	$	76	$	27

	*Nine Months Ended September 30,*
	*2025*					*2024*
	*Income*		*Expense*			*Income*		*Expense*
GAMCO Investors, Inc.	$	386	$	—		$	143	$	—
The LGL Group, Inc.		36		(12	)		36		80
Total	$	422	$	(12	)	$	179	$	80

The following table summarizes assets and liabilities with related parties as of September 30, 2025 and December 31, 2024:

	*September 30, 2025*				*December 31, 2024*
	*Assets*		*Liabilities*		*Assets*		*Liabilities*
GAMCO Investors, Inc.	$	15,701	$	—	$	10,415	$	—
The LGL Group, Inc.		196		—		59		—
Total	$	15,897	$	—	$	10,474	$	—

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

Investment Activity with GAMCO Investors, Inc.

Certain balances are held and invested in U.S. Treasury funds managed or advised by GAMCO Investors, Inc. or one of its subsidiaries (collectively, "GAMCO" or the "Fund Manager"), which is related to the Company through certain of our shareholders. For the three and nine months ended September 30, 2025 and 2024, the Company paid the Fund Manager a fund management fee of approximately 8 basis points annually of the asset balances under management. The fund management fees are not paid directly by the Company and are deducted prior to the fund striking its net asset value ("NAV").

As of September 30, 2025 and December 31, 2024, the balance with the Fund Manager was $15,701 and $10,415, respectively, all of which was classified within Cash and cash equivalents on the Condensed Consolidated Balance Sheets.

For the three and nine months ended September 30, 2025, the Company earned income on its investments with the Fund Manager totaling $145 and $386, respectively, all of which was included in Interest income on the Condensed Consolidated Statements of Operations.

For the three and nine months ended September 30, 2024, the Company earned income on its investments with the Fund Manager totaling $64 and $143, respectively, all of which was included in Interest income on the Condensed Consolidated Statements of Operations.

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M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

Transactions with The LGL Group, Inc.

Transitional Administrative and Management Services Agreement

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

Mtron and LGL Group 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 the two companies post Separation. The current terms result in a net monthly payment of $4 per month from LGL Group to Mtron.

For the three months ended September 30, 2025 and 2024, LGL Group paid the Company $12 under the terms of the Mtron TSA, which were recorded in Other income, net on the Condensed Consolidated Statements of Operations. For the nine months ended September 30, 2025 and 2024, LGL Group paid the Company $36 under the terms of the Mtron TSA, which were recorded in Other income, net on the Condensed Consolidated Statements of Operations.

Tax Indemnity and Sharing Agreement

Mtron and LGL Group 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 LGL Group if the Distribution, together with certain related transactions, were to fail to qualify as a tax-free transaction under Internal Revenue Code ("IRC") Sections 355 and 368(a)(1)(D) if such failure were the result of actions taken after the Distribution by Mtron or LGL Group.

For the three and nine months ended September 30, 2025 and 2024, no taxes related to the Distribution have been recorded in the Condensed Consolidated Financial Statements.

Other Transactions

Mtron and LGL Group agreed to share the salaries and benefits related to certain employees incurred by Mtron and/or LGL Group. For the three and nine months ended September 30, 2025, LGL Group reimbursed the Company $28 and $12, respectively, of the salaries and benefits of certain employees. For the three and nine months ended September 30, 2024, the Company reimbursed LGL Group $27 and $80, respectively, of the salaries and benefits of certain employees.

5. Income Taxes

The Company’s quarterly provision for income taxes is measured using an annual effective tax rate, adjusted for discrete items within the period presented. To determine the annual effective tax rate, the Company estimates both the total income (loss) before income taxes for the full year and the jurisdictions in which that income (loss) is subject to tax. The actual effective tax rate for the full year may differ from these estimates if income (loss) before income taxes is greater than or less than what was estimated or if the allocation of income (loss) to jurisdictions in which it is taxed is different from the estimated allocations.

The effective tax rate for the three months ended September 30, 2025 and 2024 was 33.7% and 24.6%, respectively. The effective tax rate for the nine months ended September 30, 2025 and 2024 was 26.9% and 21.7%, respectively. Differences between the Company’s effective income tax rate and the U.S. federal statutory rate of 21.0% are primarily due to the impact of the enactment of the One Big Beautiful Bill Act (approximately 48.1% and 19.3% of Income before income taxes for the three and nine months ended September 30, 2025, respectively), permanent differences, and state taxes.

One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted. This legislation introduced significant and wide-ranging changes to the U.S. federal tax system. Significant components include restoration of 100% accelerated tax depreciation on qualifying property including expansion to cover qualified production property. Another major aspect includes the return to immediate expensing of domestic research and experimental expenditures ("R&E") which in some cases may include retroactive application back to 2021 for businesses with gross receipts of less than $31 million or accelerated tax deductions of R&E that was previously capitalized for larger businesses. The legislation also reinstates EBITDA-based interest deductions for tax purposes and makes several business tax incentives permanent. Less favorable business provisions include limitations on tax deductions for charitable contributions.

OBBBA modified the U.S. International Tax provisions for Global Intangible Low-Taxed Income ("GILTI"), Foreign-Derived Intangible Income ("FDII"), and the Base-erosion Anti-abuse Tax ("BEAT") effective for tax years starting after December 31, 2025. The tax rate on GILTI, renamed Net CFC Tested Income ("NCTI"), is now 12.6%. The FDII rules, renamed Foreign Derived Deduction Eligible Income ("FDDEI"), now carry a 14% tax rate on FDDEI eligible income. OBBBA increases the BEAT rate from 10% to 10.5%

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M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

6. Revolving Credit Agreement

On June 15, 2022, Mtron entered into a loan agreement (the "Loan Agreement") for a revolving line of credit with Fifth Third Bank, National Association ("Fifth Third Bank"), for up to $5,000 bearing interest at the Secured Overnight Financing Rate ("SOFR") plus a margin of 2.25%, with a SOFR floor of 0.00%. The Loan Agreement has a maturity date of June 15, 2026 and contains various affirmative and negative covenants that are customary for lines of credit and transactions of this type, including limitations on the incurrence of debt and liabilities, as well as financial reporting requirements. The Loan Agreement also imposes certain financial covenants based on Debt Service Coverage Ratio, Current Ratio, and the Ratio of Total Liabilities to Total Net Worth (as such terms are defined in the Loan Agreement). All loans pursuant to the Loan Agreement will be secured by a continuing and unconditional first priority security interest in and to any and all property of the Company.

As of September 30, 2025 and December 31, 2024, there were no outstanding borrowings under the revolving line of credit with Fifth Third Bank.

7. Stock-Based Compensation

Under the Company's Amended and Restated 2022 Incentive Plan (the "2022 Plan"), stock-based compensation may be awarded to employees, advisors and members of the Board of Directors. As of September 30, 2025, 193,916 shares remained available for future issuance under the 2022 Plan.

The following table summarizes stock-based compensation expense, which includes expenses related to awards granted under the 2022 Plan, for the periods indicated:

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
	*2025*		*2024*		*2025*		*2024*
Restricted stock awards	$	179	$	77	$	609	$	485
Stock options		97		—		194		—
Total	$	276	$	77	$	803	$	485

Restricted Stock Awards

The following table summarizes restricted stock awards activity for the nine months ended September 30, 2025:

(in thousands, except for share data)	*Number of Shares*			*Weighted Average Grant Date Fair Value*			*Aggregate Grant Date Fair Value*
Balance as of December 31, 2024		70,124		$	22.90		$	1,606
Granted		13,814			39.72			549
Vested		(21,447	)		(16.68	)		(358	)
Canceled		(4,724	)		(13.14	)		(62	)
Balance as of September 30, 2025		57,767		$	30.04		$	1,735

As of September 30, 2025, there was $1,249 of total unrecognized compensation cost related to unvested shares granted. The cost is expected to be recognized over a weighted-average period of 1.6 years.

Stock Options

The Company estimates the fair value of stock options on the grant date using the Black-Scholes-Merton option-pricing model. The Black-Scholes-Merton option-pricing model requires subjective assumptions, including future stock price volatility and expected time to exercise. Option awards are generally granted with an exercise price equal to the market price of the Company's stock on the grant date.

The following table presents the weighted-average assumptions for stock options granted:

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
	*2025*		*2024*		*2025*			*2024*
Expected volatility ^(a)		—		—		74.5	%		—
Expected annual dividend yield ^(b)		—		—		0.0	%		—
Risk-free interest rate ^(c)		—		—		3.8	%		—
Expected term, in years ^(d)		—		—		4.0			—

^(a)

Because there is insufficient historical stock price data for the Company over the expected term of the options granted, the expected volatility is based on the implied volatility of the Company's historical stock price data (from date of IPO to grant date) appended with the implied volatility of LGL Group's historical stock price data (pre-IPO stock price through the IPO date) blended with the implied volatility of the Company's peers' stock price data (over the entire expected term).

^(b)	The dividend yield is 0.0% as the Company is not expected to pay a dividend.

^(c)

The risk-free interest rate is based on the average U.S. Treasury zero-coupon rate over the four days prior to the grant date. We chose the risk-free rate that is commensurate with the length of the remaining performance period as of the grant date and interpolated between the yields of the three-year and five-year rates to determine the yield.

_(d)	The expected term is the simple average of the vesting period (3 years) and the contractual term (5 years).

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M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

The following table provides a rollforward of stock option activity for the nine months ended September 30, 2025:

(in thousands, except for share data)	*Number of Options Outstanding*			*Weighted Average Exercise Price*			*Weighted Average Grant Date Fair Value*			*Weighted Average Remaining Term (in years)*		*Aggregate Intrinsic Value*
Outstanding and exercisable as of December 31, 2024		98,014		$	36.06		$	10.98			2.0	$	1,212
Granted		47,500			40.32			23.31
Exercised		(5,850	)		(36.06	)		(10.98	)
Forfeited		(650	)		(36.06	)		(10.98	)
Outstanding as of September 30, 2025		139,014		$	37.52		$	15.19			2.4	$	2,497
Exercisable as of September 30, 2025		91,514		$	36.06		$	10.98			1.3	$	1,777

8. Stockholders' Equity

Shares Outstanding

The following table presents a rollforward of outstanding shares for the periods indicated:

	*Nine Months Ended September 30, 2025*								*Year Ended December 31, 2024*
	*Common Stock Issued*			*Held in Treasury*		*Common Stock Outstanding*			*Common Stock Issued*		*Held in Treasury*		*Common Stock Outstanding*
Shares, beginning of period		2,911,165			—		2,911,165			2,786,321		—		2,786,321
Stock-based compensation		13,814			—		13,814			32,548		—		32,548
Exercise of stock options		5,850			—		5,850			92,296		—		92,296
Restricted shares forfeited		(4,724	)		—		(4,724	)		—		—		—
Shares, end of period		2,926,105			—		2,926,105			2,911,165		—		2,911,165

Common Stock Warrants

On April 25, 2025, the Company issued 2,911,165 warrants (the "Warrants") to holders of record of outstanding shares of the Company's common stock as of March 10, 2025. The warrants are listed on the NYSE American under the symbol "MPTI WS." Five (5) warrants will entitle their holder to purchase one (1) share of Mtron common stock, par value $0.01 per share (the "Common Stock") at an exercise price of $47.50 per share. The Warrants are exercisable on the date that is the earlier of (i) thirty (30) days prior to April 25, 2028 and (ii) such date that the average volume weighted-average price ("VWAP") of Mtron Common Stock is greater than or equal to $52.00 per share for the prior thirty (30) consecutive trading day period (the "Trigger"); provided, however, that should the Trigger occur, the Warrants must be exercised within thirty (30) days of the Company's notification pursuant to the Warrant Agreement that the Trigger has occurred.

On October 23, 2025, the Company announced the average VWAP of the Company's common stock exceeded the Trigger on October 20, 2025, which resulted in the Warrants becoming immediately exercisable through December 11, 2025.

9. Earnings per Share ("EPS")

The following table presents a reconciliation of Net income and shares used in calculating basic and diluted net income per common share for the periods indicated:

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
(in thousands, except share data)	*2025*		*2024*		*2025*		*2024*
Numerator for EPS:
Net income	$	1,832	$	2,267	$	5,022	$	5,497

Denominator for EPS:
Weighted average shares outstanding - basic		2,860,353		2,751,924		2,850,270		2,729,803
Dilutive effects ^(a):
Stock options		19,387		—		24,781		71
Restricted stock		36,467		48,896		41,839		58,172
Weighted average shares outstanding - diluted		2,916,207		2,800,820		2,916,890		2,788,046

Income per common share:
Basic	$	0.64	$	0.82	$	1.76	$	2.01
Diluted	$	0.63	$	0.81	$	1.72	$	1.97

^(a)

For the three and nine months ended September 30, 2025, weighted average shares used for calculating earnings per share excludes warrants to purchase 582,233 shares of common stock as the inclusion of these instruments would be antidilutive to the earnings per share calculation. For the three months ended September 30, 2024, weighted average shares used for calculating earnings per share excludes stock options to purchase 180,753 shares of common stock as the inclusion of these instruments would be antidilutive to the earnings per share calculation.

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M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

10. Commitments and Contingencies

In the ordinary course of business, the Company and its subsidiaries may become defendants in certain product liability, patent infringement, worker claims and other litigation. The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. The Company has no legal accrual for contingencies as of September 30, 2025 and December 31, 2024.

11. Other Financial Statement Information

Inventories, Net

Inventories are valued at the lower of cost or net realizable value using the first-in, first-out ("FIFO") method. The Company reduces the value of its inventories to net realizable value when the net realizable value is believed to be less than the cost of the item.

The components of inventory as of September 30, 2025 and December 31, 2024 are summarized below:

	*September 30, 2025*			*December 31, 2024*
Raw materials	$	4,169		$	4,349
Work in process		5,132			4,876
Finished goods		1,560			1,720
Total gross inventory		10,861			10,945
Reserve for excess and obsolete inventory		(1,586	)		(1,436	)
Inventories, net	$	9,275		$	9,509

Property, Plant and Equipment, Net

The components of property, plant and equipment as of September 30, 2025 and December 31, 2024 are summarized below:

	*September 30, 2025*			*December 31, 2024*
Land	$	536		$	536
Buildings and improvements		5,705			5,496
Machinery and equipment		23,617			21,664
Gross property, plant and equipment		29,858			27,696
Less: Accumulated depreciation		(23,392	)		(22,635	)
Property, plant and equipment, net	$	6,466		$	5,061

12. Domestic and Foreign Revenues

Significant foreign revenues from operations (10% or more of foreign sales) for the three and nine months ended September 30, 2025 and 2024 were as follows:

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
	*2025*		*2024*		*2025*		*2024*
Malaysia	$	1,970	$	1,533	$	4,700	$	3,841
Australia		817		528		2,020		1,947
Greece		—		606		537		994
All other foreign countries		784		642		2,452		1,980
Total foreign revenues	$	3,571	$	3,309	$	9,709	$	8,762
Total domestic revenues	$	10,599	$	9,905	$	30,475	$	27,445

The Company allocates its foreign revenue based on the customer's ship-to location.

13. Subsequent Events

The Company has evaluated events and transactions that occurred after the balance sheet date through the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the accompanying unaudited Condensed Consolidated Financial Statements, the notes thereto and the other unaudited financial data included in this Quarterly Report on Form 10-Q. The following discussion should also be read in conjunction with the audited Consolidated and Combined Financial Statements and the notes thereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the "SEC") on March 27, 2025. The terms the "Company," "Mtron," "MPTI," "we," "our" or "us" refer to M-tron Industries, Inc. and unless otherwise defined herein, capitalized terms used herein shall have the same meanings as set forth in our Condensed Consolidated Financial Statements and the notes thereto.

Unless otherwise stated, all dollar amounts are in thousands.

In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Actual results may differ materially from those discussed in the forward-looking statements as a result of various factors. See the Cautionary Note Concerning Forward-Looking Statements included in this Quarterly Report on Form 10-Q.

Overview

Mtron is engaged in the designing, manufacturing and marketing of highly-engineered, high reliability frequency and spectrum control products used to control the frequency or timing of signals in electronic circuits in various applications. Mtron’s primary markets are aerospace & defense, avionics, industrials, and space.

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and all of its majority-owned subsidiaries.

Trends and Uncertainties

We are not aware of any material trends or uncertainties, other than national economic conditions affecting our industry generally, that may reasonably be expected to have a material impact, favorable or unfavorable, on our revenues or income other than the one listed below and the risk factors disclosed in our Annual Report on Form 10-K, as filed with the SEC on March 27, 2025.

Tariffs

During the nine months ended September 30, 2025, the current U.S. federal administration imposed tariffs on certain products and materials imported into the United States from its trading partners. Additionally, foreign governments have imposed retaliatory tariffs on products and materials exported from the United States. These actions have resulted in market volatility and uncertainty regarding the ultimate effect of the tariffs on global economic conditions, and could further impact the global market for defense, avionics, and other commercial goods. The increase in tariffs have caused an increase in Manufacturing cost of sales, but based on preliminary analysis, we do not anticipate that the tariffs will have a material impact on our operations. The Company is pursuing various avenues to reduce the potential impact, including seeking exemptions and evaluating alternative sources of materials. Based on current conditions, tariffs incurred to date have not had a material impact on our results, but we will continue to monitor developments and assess potential implications as trade policies evolve.

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Results of Operations

Three months ended September 30, 2025 compared to three months ended September 30, 2024

The following table presents our Condensed Consolidated Statements of Operations for the periods indicated:

	Three Months Ended September 30,
(in thousands)	2025		2024		$ Change			% Change
Revenues	$	14,170	$	13,214	$	956			7.2	%
Costs and expenses:
Manufacturing cost of sales		7,891		6,904		987			14.3	%
Engineering, selling and administrative		3,729		3,389		340			10.0	%
Total costs and expenses		11,620		10,293		1,327			12.9	%
Operating income		2,550		2,921		(371	)		-12.7	%
Other income:
Interest income, net		143		63		80			127.0	%
Other income, net		70		24		46			191.7	%
Total other income, net		213		87		126			144.8	%
Income before income taxes		2,763		3,008		(245	)		-8.1	%
Income tax expense		931		741		190			25.6	%
Net income	$	1,832	$	2,267	$	(435	)		-19.2	%

Total Revenues

Total revenues increased $956, or 7.2%, from $13,214 for the three months ended September 30, 2024 to $14,170 for the three months ended September 30, 2025 primarily due to strong growth in avionics, space, and industrials product shipments.

Total Costs and Expenses

Total costs and expenses increased $1,327, or 12.9%, from $10,293 for the three months ended September 30, 2024 to $11,620 for the three months ended September 30, 2025. The following items contributed to the overall increase:

•

a $987, or 14.3%, increase in Manufacturing cost of sales from $6,904 for the three months ended September 30, 2024 to $7,891 for the three months ended September 30, 2025 primarily due to the increase in production of several new products, which result in higher initial manufacturing costs, as well as the impact of tariffs; and

•

a $340, or 10.0%, increase in Engineering, selling and administrative from $3,389 for the three months ended September 30, 2024 to $3,729 for the three months ended September 30, 2025 driven by higher research and development investment; higher sales commissions consistent with the increase in revenues; higher stock-based compensation; and an increase in administrative and corporate expenses consistent with the overall growth in the business.

Gross Margin

Gross margin (Revenues less Manufacturing cost of sales as a percentage of Revenues) decreased 350 basis points from 47.8% for the three months ended September 30, 2024 to 44.3% for the three months ended September 30, 2025 reflecting product mix and higher tariff-related costs.

Total Other Income, Net

Total Other income, net increased $126, or 144.8%, from $87 for the three months ended September 30, 2024 to $213 for the three months ended September 30, 2025. The following items contributed to the overall increase:

•

a $80, or 127.0%, increase in Interest income, net from $63 for the three months ended September 30, 2024 to $143 for the three months ended September 30, 2025 from higher interest income earned on investments in money market mutual fund; and

•

a $46, or 191.7%, increase in Other income, net from $24 for the three months ended September 30, 2024 to $70 for the three months ended September 30, 2025 primarily due to a gain on the disposal of a fixed asset.

Income Tax Expense

Income tax expense increased $190, or 25.6%, from $741 for the three months ended September 30, 2024 to $931 for the three months ended September 30, 2025 primarily due to a one-time adjustment to reverse previously recorded deferred tax assets associated with capitalized research and development expenditures related to the enactment of the One Big Beautiful Bill Act ("OBBBA") partially offset by the decrease in Income before income taxes.

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Nine months ended September 30, 2025 compared to nine months ended September 30, 2024

The following table presents our Condensed Consolidated Statements of Operations for the periods indicated:

	Nine Months Ended September 30,
(in thousands)	2025		2024		$ Change			% Change
Revenues	$	40,184	$	36,207	$	3,977			11.0	%
Costs and expenses:
Manufacturing cost of sales		22,707		19,617		3,090			15.8	%
Engineering, selling and administrative		11,070		9,773		1,297			13.3	%
Total costs and expenses		33,777		29,390		4,387			14.9	%
Operating income		6,407		6,817		(410	)		-6.0	%
Other income:
Interest income, net		378		139		239			171.9	%
Other income, net		87		61		26			42.6	%
Total other income, net		465		200		265			132.5	%
Income before income taxes		6,872		7,017		(145	)		-2.1	%
Income tax expense		1,850		1,520		330			21.7	%
Net income	$	5,022	$	5,497	$	(475	)		-8.6	%

Total Revenues

Total revenues increased $3,977, or 11.0%, from $36,207 for the nine months ended September 30, 2024 to $40,184 for the nine months ended September 30, 2025 primarily due to continued strong defense program product shipments.

Total Costs and Expenses

Total costs and expenses increased $4,387, or 14.9%, from $29,390 for the nine months ended September 30, 2024 to $33,777 for the nine months ended September 30, 2025. The following items contributed to the overall increase:

•

a $3,090, or 15.8%, increase in Manufacturing cost of sales from $19,617 for the nine months ended September 30, 2024 to $22,707 for the nine months ended September 30, 2025 primarily due to the increase in production of several new products, which result in higher initial manufacturing costs, as well as the impact of tariffs; and

•

a $1,297, or 13.3%, increase in Engineering, selling and administrative from $9,773 for the nine months ended September 30, 2024 to $11,070 for the nine months ended September 30, 2025 primarily due to higher research and development investment; higher sales commissions consistent with the increase in revenues; higher stock-based compensation; and an increase in administrative and corporate expenses to support the growth in revenues.

Gross Margin

Gross margin (Revenues less Manufacturing cost of sales as a percentage of Revenues) decreased 230 basis points from 45.8% for the nine months ended September 30, 2024 to 43.5% for the nine months ended September 30, 2025 reflecting product mix and higher tariff-related costs partially offset by the increase in revenues.

Total Other Income, Net

Total Other income, net increased $265, or 132.5%, from $200 for the nine months ended September 30, 2024 to $465 for the nine months ended September 30, 2025. The following items contributed to the overall increase:

•

a $239, or 171.9%, increase in Interest income, net from $139 for the nine months ended September 30, 2024 to $378 for the nine months ended September 30, 2025 primarily due to interest income earned on investments in money market mutual funds; and

•

a $26, or 42.6%, increase in Other income (expense), net from $61 for the nine months ended September 30, 2024 to $87 for the nine months ended September 30, 2025 primarily due to a gain on the disposal of a fixed asset partially offset by unfavorable foreign currency movements.

Income Tax Expense

Income tax expense increased $330, or 21.7%, from $1,520 for the nine months ended September 30, 2024 to $1,850 for the nine months ended September 30, 2025 primarily due a one-time adjustment to reverse previously recorded deferred tax assets associated with capitalized research and development expenditures related to the enactment of the One Big Beautiful Bill Act ("OBBBA") partially offset by the decrease in Income before income taxes.

Backlog

As of September 30, 2025, our order backlog was $58,798, an increase of $11,559, or 24.5%, from $47,239 as of December 31, 2024 and an increase of $19,035, or 47.9%, from $39,763 as of September 30, 2024. The increase in backlog from December 31, 2024 reflects the continued robust demand across aerospace and defense programs, new program launches, and higher avionics and space orders.

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Non-GAAP Financial Measures

To supplement our Condensed Consolidated Financial Statements presented on a GAAP basis, the Company presents its financial condition and results of operations in the way it believes will be most meaningful and representative of its business results. Some of the measurements the Company uses are "Non-GAAP financial measures" under SEC rules and regulations. The non-GAAP financial measures the Company presents are listed below and may not be comparable to similarly-named measures reported by other companies. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net earnings or diluted earnings per share prepared in accordance with GAAP.

The Company uses the following operating performance measure because the Company believes it provides both management and investors with a more complete understanding of the underlying operational results and trends and our marketplace performance as well as a more accurate view of the Company's ability to generate cash profits:

Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA") is derived by excluding the items set forth below from Income before income taxes. Excluded items include the following:

•

Interest income

•

Interest expense

•

Depreciation

•

Amortization

•

Non-cash stock-based compensation

•

Other discrete items that might have a significant impact on comparable GAAP measures and could distort the evaluation of our normal operating performance.

Reconciliation of GAAP Income Before Income Taxes to Non-GAAP Adjusted EBITDA

The following table presents a reconciliation of income before income taxes to Adjusted EBITDA, a non-GAAP measure:

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except share data)	2025			2024			2025			2024
Income before income taxes	$	2,763		$	3,008		$	6,872		$	7,017
Adjustments:
Interest income		(143	)		(63	)		(378	)		(139	)
Depreciation		280			278			800			717
Amortization		—			—			—			5
Total adjustments		137			215			422			583
EBITDA		2,900			3,223			7,294			7,600
Non-cash stock compensation		276			77			803			485
Adjusted EBITDA	$	3,176		$	3,300		$	8,097		$	8,085

Three months ended September 30, 2025 compared to three months ended September 30, 2024

Adjusted EBITDA decreased $124 from $3,300 for the three months ended September 30, 2024 to $3,176 for the three months ended September 30, 2025 primarily due to lower gross margins discussed above and higher interest income partially offset higher stock-based compensation.

Nine months ended September 30, 2025 compared to nine months ended September 30, 2024

Adjusted EBITDA increased $12 from $8,085 for the nine months ended September 30, 2024 to $8,097 for the nine months ended September 30, 2025 primarily due to higher depreciation and higher stock-based compensation partially offset by lower gross margins discussed above and higher interest income.

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Liquidity and Capital Resources

Overview

Liquidity refers to our ability to access sufficient sources of cash to meet the requirements of our operating, investing and financing activities.

Capital refers to our long-term financial resources available to support business operations and future growth.

Our ability to generate and maintain sufficient liquidity and capital depends on the profitability of the business, timing of cash flows, general economic conditions and access to the capital markets and the other sources of liquidity and capital described herein.

As of September 30, 2025 and December 31, 2024, Cash and cash equivalents were $18,329 and $12,641, respectively.

Cash Flow Activity

The following table presents the cash flow activity for the periods indicated:

	As of September 30,
(in thousands)	2025			2024
Cash and cash equivalents, beginning of period	$	12,641		$	3,913
Cash provided by operating activities		7,979			5,707
Cash used in investing activities		(2,205	)		(1,473	)
Cash (used in) provided by financing activities		(86	)		343
Net change in cash and cash equivalents		5,688			4,577
Cash and cash equivalents, end of period	$	18,329		$	8,490

Operating Activities

Cash provided by operating activities was $7,979 for the nine months ended September 30, 2025 compared to cash provided by operating activities of $5,707 for the nine months ended September 30, 2024, an increase of $2,272, primarily due to the following:

•

Stock-based compensation increased $318 from $485 for the nine months ended September 30, 2024 to $803 for the nine months ended September 30, 2025; and

•

Change in deferred tax assets increased $1,125 from ($59) for the nine months ended September 30, 2024 to $1,066 for the nine months ended September 30, 2025.

•

Net change in operating assets and liabilities increased $1,226 from ($938) for the nine months ended September 30, 2024 to $288 for the nine months ended September 30, 2025.

The increase was partially offset by a $475 decrease in Net income from $5,497 for the nine months ended September 30, 2024 to $5,022 for the nine months ended September 30, 2025.

Our working capital metrics and ratios were as follows:

(in thousands)	September 30, 2025		December 31, 2024
Current assets	$	34,913	$	29,752
Less: Current liabilities		5,062		5,216
Working capital	$	29,851	$	24,536

Current ratio		6.9		5.7

Management continues to focus on efficiently managing working capital requirements to match operating activity levels and will seek to deploy the Company’s working capital where it will generate the greatest returns.

Investing Activities

Cash used in investing activities was $2,205 for the nine months ended September 30, 2025 compared to cash used in investing activities of $1,473 for the nine months ended September 30, 2024, an increase of $732, primarily due to the purchase of equipment to support growth, next generation product development, and operational efficiencies during the nine months ended September 30, 2025.

Financing Activities

Cash used in financing activities was $86 for the nine months ended September 30, 2025 compared to cash provided by financing activities of $343 for the nine months ended September 30, 2024, a decrease of $429, primarily due to costs incurred related to the issuance of warrants in April 2025 partially offset by the exercise of stock options.

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Capital Resources

We believe that existing cash and cash equivalents, marketable securities and cash generated from operations will provide sufficient liquidity to meet our ongoing working capital and capital expenditure requirements for the next 12 months from the date of this filing. At various times throughout the year and as of September 30, 2025 and December 31, 2024, some deposits held at financial institutions were in excess of federally insured limits. The Company has not experienced any losses related to these balances.

Our Board of Directors has adhered to a practice of not paying cash dividends. This policy takes into account our long-term growth objectives, including our anticipated investments for organic growth, potential acquisitions and stockholders' desire for capital appreciation of their holdings.

Revolving Line of Credit

On June 15, 2022, the Company entered into a loan agreement (the “Loan Agreement”) for a revolving line of credit with Fifth Third Bank, National Association ("Fifth Third Bank"), for up to $5,000 bearing interest at the Secured Overnight Financing Rate ("SOFR") plus a margin of 2.25%, with a SOFR floor of 0.00%. The Loan Agreement has a maturity date of June 15, 2026 and contains various affirmative and negative covenants that are customary for lines of credit and transactions of this type, including limitations on the incurrence of debt and liabilities, as well as financial reporting requirements. The Loan Agreement also imposes certain financial covenants based on Debt Service Coverage Ratio, Current Ratio, and the Ratio of Total Liabilities to Total Net Worth (as such terms are defined in the Loan Agreement). All loans pursuant to the Loan Agreement are secured by a continuing and unconditional first priority security interest in and to any and all property of the Company.

As of September 30, 2025 and December 31, 2024, there were no outstanding borrowings under the revolving line of credit with Fifth Third Bank.

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to adopt accounting policies related to estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, management evaluates its accounting policies, estimates and judgments, including those related to income taxes and inventories. Management bases its estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

There have been no material changes to the critical accounting estimates disclosed in our Annual Report on Form 10-K, as filed with the SEC on March 27, 2025.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of September 30, 2025 was conducted under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures, as of September 30, 2025, were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

In the ordinary course of business, we may become subject to litigation or claims. We are not aware of any material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we or any of our subsidiaries are a party or to which our or their properties are subject.

Item 5.

Other Information

During the three months ended September 30, 2025, none of our directors or officers, as defined in Section 16 of the Exchange Act, adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K of the Exchange Act.

Item 6.

Exhibits

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 (and are numbered in accordance with Item 601 of Regulation S-K):

Incorporated by Reference

Exhibit No.

Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession.

2.1

Amended and Restated Separation and Distribution Agreement by and between The LGL Group, Inc. and M-tron Industries, Inc.

001-41391

2.1

August 19, 2022

Articles of Incorporation and Bylaws.

3.1

Amended and Restated Certificate of Incorporation of M-tron Industries, Inc.

001-41391

3.1

August 3, 2022

3.2

Amended and Restated Bylaws of M-tron Industries, Inc.

001-41391

3.2

August 3, 2022

Instruments Defining the Rights of Security Holders.

4.1

Warrant Agreement, dated as of April 25, 2025, by and among M-tron Industries, Inc., Computershare, Inc., and Computershare Trust Company, N.A.

10-Q

001-41391

4.1

May 13, 2025

31.1

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

32.2

Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101

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 Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

Table of Contents

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 thereunto duly authorized.

	M-TRON INDUSTRIES, INC.
	(Registrant)

Date: November 12, 2025	By:	/s/ Cameron Pforr
		Cameron Pforr
		Interim Chief Executive Officer (Principal Executive Officer)


Date: November 12, 2025	By:	/s/ Cameron Pforr
		Cameron Pforr
		Chief Financial Officer (Principal Financial Officer)

M-tron Industries, Inc. 10-Q