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): ~~January~~March 718, 2026 ~~(December 31, 2025)~~

M-tron Industries, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware	001-41391	46-0457994
(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)

(407) 298-2000

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		MPTI		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 17.01. ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure

On ~~December~~March 3118, ~~2025~~2026, M-tron Industries, Inc. (~~the~~ "~~Company~~Mtron") ~~entered~~or ~~into an amended and restated credit agreement (~~the "~~Credit Agreement") with Fifth Third Bank, National Association (the "Bank"), pursuant to which the~~ Company ~~and Piezo Technology, Inc. (~~"~~Piezo," together with the Company, the "Borrower"~~), asissued ~~borrowers, have obtained~~ a ~~revolving~~press ~~credit~~release ~~facility~~to ~~(the~~announce ~~"Revolving Facility") in~~ the ~~aggregate~~commencement ~~principal amount~~ of ~~$10 million and~~ a ~~delayed~~subscription ~~draw~~rights ~~term~~offering ~~loan in the aggregate principal amount of $10 million~~ (the "~~Delayed~~Rights ~~Draw Term Loan Facility,~~Offering" ~~and together with the Revolving Facility, the "Facility"~~)~~. The proceeds of the Revolving Facility are to be used for working capital~~, ~~general~~which ~~corporate and certain other permitted purposes, and the proceeds of the Delayed Draw Term Loan Facility are to be used for acquisitions. The Facility~~ is described ~~guaranteed by M-tron Asia, LLC and is secured by a first priority lien~~ in ~~favor~~Item of8.01 ~~the Bank on substantially all~~ of ~~the~~this ~~personal~~Current ~~property~~Report ~~owned~~on byForm ~~the Borrower~~8-K. ~~The~~A copy ~~term~~ of the ~~Revolving~~press ~~Facility~~ release is 36furnished as ~~months,~~Exhibit ~~maturing on December 31, 2028~~99.1 ~~Advances on the Delayed Draw Term Loan Facility are available for 36 months, with the commitments terminating on December 31, 2028~~hereto. ~~Each delayed draw term loan shall mature 36 months after the date such term loan is advanced.~~

~~Each~~The ~~advance~~information ~~under~~in ~~the~~this ~~Facility~~Item ~~will~~7.01 ~~bear~~of ~~interest~~this Current Report on, ~~the~~including ~~outstanding~~Exhibit ~~principal~~99.1, ~~amount~~is ~~thereof~~being ~~from~~furnished ~~the~~and ~~date~~shall ~~when~~not ~~made~~be atdeemed an"filed" ~~interest~~for ~~rate~~purposes of ~~SOFR~~Section ~~plus~~18 anof ~~applicable~~the ~~margin,~~Securities ~~with~~Exchange aAct ~~SOFR floor~~ of ~~0.00%.~~1934, ~~The~~as ~~applicable~~amended ~~margin~~(the is"Exchange ~~determined pursuant to a pricing grid~~Act"), ~~which~~or ~~varies~~otherwise ~~from~~subject ~~2.00%~~ to ~~3.00%. The applicable margin may change quarterly based on~~ the ~~leverage~~liabilities ~~ratio~~of atthat ~~such time~~section. The ~~leverage~~information ~~ratio~~in isthis ~~determined~~Item ~~with~~7.01 ~~respect~~and toExhibit ~~the~~99.1 ~~Borrower~~shall onnot abe ~~consolidated~~deemed ~~basis~~incorporated ~~for~~by anreference ~~applicable~~into ~~quarterly~~any ~~period~~filing byunder ~~dividing (i)~~ the ~~aggregate~~Securities ~~principal~~Act ~~amount~~ of ~~various~~1933, ~~forms of borrowed indebtedness~~ as ofamended, or the ~~last~~Exchange ~~day~~Act, ofexcept aas ~~determination~~expressly ~~period~~set ~~net~~forth ofby ~~unrestricted~~specific ~~cash~~reference in ansuch ~~aggregate~~filing. ~~amount~~The ~~not~~description toof ~~exceed~~the ~~$250,000~~Rights byOffering ~~(ii)~~in ~~EBITDA~~Item ~~(earnings~~8.01 is ~~before~~only ~~interest~~a ~~expense,~~summary ~~taxes, depreciation~~ and ~~amortization) for such period. Interest~~ is ~~paid~~qualified in ~~arrears~~its ~~monthly,~~entirety ~~with~~by ~~the~~reference ~~principal~~to ~~due at maturity. Each delayed draw term loan advance additionally requires quarterly amortization payments of 1.500% per quarter for~~ the ~~initial~~press ~~four quarters and 1~~release.~~875% per quarter thereafter.~~

~~Under~~Item the terms of the Credit Agreement, the Borrower will pay to the Bank an unused facility fee on the average daily unused balance of the Facility at a rate per annum determined pursuant to a pricing grid, which varies from 08.~~20% to 0~~01.~~30%~~ ~~and~~Other may change quarterly based on the leverage ratio at such time. The Credit Agreement contains customary representations, warranties and affirmative and negative covenants, as well as events of default customary for facilities of this type.Events

~~The~~On ~~foregoing~~March ~~description~~17, 2026, the Board of Directors of the ~~Credit~~Company approved ~~Agreement~~the ~~does~~commencement ~~not~~of ~~purport~~the "Rights Offering to bepurchase ~~complete~~shares ~~and~~of isits ~~qualified~~common instock, ~~its~~par ~~entirety~~value by$0.01 ~~reference~~per share (the "Common Stock") to ~~the~~its ~~full~~existing ~~text~~shareholders of ~~the~~record ~~Credit~~of ~~Agreement~~the ~~filed~~Common Stock as ~~Exhibit~~of ~~10.1~~the toclose ~~this~~of ~~Current~~business ~~Report~~ on ~~Form~~March ~~8-K~~27, ~~which~~2026 (the is"Record ~~incorporated herein by reference~~Date").

~~Item~~Each 2holder of the Common Stock as of the Record Date will receive one (1) subscription right for each share of Common Stock owned (the "Rights").~~03.~~ ~~Creation~~Five (5) Rights will entitle their holder to purchase one (1) share of Common Stock at a subscription price ~~Direct~~that ~~Financial~~is ~~Obligation~~at ora an10-12% ~~Obligation~~discount ~~under~~to anthe ~~Off~~average of the daily volume-~~Balance~~weighted ~~Sheet~~average ~~Arrangement~~prices of athe ~~Registrant~~Company's Common Stock for the five (5) trading days ending on and including the Record Date. The Rights Offering will expire at 5:00 p.m., Eastern Time, on April 15, 2026, unless extended by the Company. The Rights are expected to be issued on or around March 30, 2026, and the Company intends to apply the Rights for listing the NYSE American on or around such date, subject to NYSE American approval.

~~The~~Each ~~disclosure~~Rights ~~contained~~holder inwho ~~Item~~is ~~1.01~~a shareholder of ~~this~~record ~~Current~~as ~~Report~~of onthe ~~Form~~Record ~~8-K~~Date iswho ~~incorporated~~fully ~~herein~~exercise bytheir ~~reference~~basic subscription privilege will be entitled to subscribe for additional shares of Common Stock pursuant to an oversubscription privilege, subject to availability and proration. Rights acquired in the secondary market may not participate in the oversubscription privilege.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A Form 8-A registration statement and prospectus supplement describing the terms of the Rights and the shares of Common Stock issuable upon exercise thereof will be filed with the Securities and Exchange Commission (the "SEC") and will be available on the SEC's website located at http://www.sec.gov. Holders of Common Stock should read the prospectus supplement carefully, including the Risk Factors section included and incorporated by reference therein. This communication contains a general summary of the Rights. Please read the rights agreement when it becomes available as it will contain important information about the terms of the Rights.

Forward-Looking Statements

This communication contains "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. Statements in this communication which are not historical facts are forward-looking statements, including statements of expectations of or assumptions about the Company’s financial and operational performance, revenues, earnings per share, cash flow or use, cost savings and operational efficiencies. The words "anticipate," "assume," "believe," "budget," "estimate," "expect," "forecast," "intend," "plan," "project," "will," and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are based on assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions, expected future developments, and other factors that the Company believes are appropriate under the circumstances. All forward-looking statements involve a number of known and unknown risks and uncertainties which could affect the Company’s actual results and performance and could cause its actual results and performance to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company. Additionally, there can be no guarantee that any stockholder of the Company will exercise the Rights held by such stockholder, and as a result there can be no guarantee that the Company will derive the benefits of the transaction described in this communication. Further information regarding the important factors that could cause actual results to differ from projected results can be found in the Company’s reports filed with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, its Quarterly Reports on Form 10-Q, and its other filings with the SEC. Forward-looking statements are not guarantees of future performance and actual results or performance may be materially different from those expressed or implied in the forward-looking statements. The forward-looking statements in this communication speak as of the date of this communication. The forward-looking statements contained in this communication reflect management’s estimates and beliefs as of the date of this communication. The Company does not undertake to update these forward-looking statements.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	Amended and Restated Credit Agreement, dated as of December 31, 2025, by and among M-tron Industries, Inc., Piezo Technology, Inc., and Fifth Third Bank, National Association.
99.1	Press Release of M-tron Industries, Inc. dated March 18, 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.

	M-TRON INDUSTRIES, INC.
	(Registrant)
Date: January 7, 2026	By:	/s/ Cameron Pforr
Date: March 18, 2026	By:	/s/ Cameron Pforr
		Name:	Cameron Pforr
		Title:	Chief Executive Officer and Chief Financial Officer

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