LGL 10-Q Quarterly Report Sept. 30, 2025

LGL GROUP INC

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lglg20250930_10q.htm

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ 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. 001-00106

The LGL Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	38-1799862
(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	LGL	NYSE American
Warrants to Purchase Common Stock, par value $0.01	LGL 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 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 5,531,537 shares of common stock, $0.01 par value per share, outstanding.

Table of Contents

The LGL Group, Inc.

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

Table of Contents

				Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets			2
	Condensed Consolidated Statements of Operations			3
	Condensed Consolidated Statements of Stockholders’ Equity			4
	Condensed Consolidated Statements of Cash Flows			6
	Notes to the Condensed Consolidated Financial Statements
		1.	Basis of Presentation	7
		2.	Summary of Significant Accounting Policies	7
		3.	Segment Information	8
		4.	Investments	12
		5.	Fair Value Measurements	13
		6.	Variable Interest Entities	14
		7.	Related Party Transactions	15
		8.	Income Taxes	16
		9.	Stock-Based Compensation	17
		10.	Stockholders' Equity	17
		11.	Earnings Per Share	18
		12.	Contingencies	18
		13.	Other Financial Statement Information	19
		14.	Domestic and Foreign Revenues	19
		15.	Subsequent Events	19

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk			27
Item 4.	Controls and Procedures			27

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings			28
Item 1A.	Risk Factors			28
Item 5.	Other Information			28
Item 6.	Exhibits			29

	Signatures			30

Table of Contents

Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q of The LGL Group, Inc. ("LGL Group" 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 Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission ("SEC") on March 31, 2025, this Quarterly Report on Form 10-Q and our other filings with the SEC. 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

The LGL Group, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except share data)	*September 30, 2025*			*December 31, 2024*
Assets:
Current assets:
Cash and cash equivalents	$	41,571		$	41,585
Marketable securities		30			17
Accounts receivable, net of reserves of $ 52 and $ 52 , respectively		460			493
Inventories, net		268			267
Prepaid expenses and other current assets		517			280
Total current assets		42,846			42,642
Right-of-use lease assets		257			308
Intangible assets, net		20			36
Deferred income tax assets		161			159
Total assets	$	43,284		$	43,145

Liabilities:
Current liabilities:
Accounts payable		527			333
Accrued compensation and commissions		209			291
Income taxes payable		108			79
Other accrued expenses		237			201
Total current liabilities		1,081			904
Other liabilities		297			1,001
Total liabilities		1,378			1,905

Contingencies (Note 12)

Stockholders' equity:
Common stock ($ 0.01 par value; 30,000,000 shares authorized; 5,539,791 shares issued and 5,406,744 shares outstanding as of September 30, 2025; 5,454,639 shares issued and 5,373,055 shares outstanding as of December 31, 2024)		54			53
Treasury stock, at cost ( 133,047 and 81,584 shares as of September 30, 2025 and December 31, 2024)		( 946	)		( 580	)
Additional paid-in capital		46,654			46,385
Accumulated deficit		( 5,913	)		( 6,628	)
Total LGL Group stockholders' equity		39,849			39,230
Non-controlling interests		2,057			2,010
Total stockholders' equity		41,906			41,240
Total liabilities and stockholders' equity	$	43,284		$	43,145

See accompanying Notes to the Condensed Consolidated Financial Statements.

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The LGL Group, 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:
Net sales	$	661		$	650		$	1,650		$	1,573
Net investment income		442			531			1,287			1,568
Net gains (losses)		5			( 2	)		13			( 6	)
Total revenues		1,108			1,179			2,950			3,135
Expenses:
Manufacturing cost of sales		312			368			760			786
Engineering, selling and administrative		676			673			2,060			1,895
Total expenses		988			1,041			2,820			2,681
Income from operations before income taxes		120			138			130			454
Income tax (benefit) expense		( 674	)		48			( 632	)		160
Net income		794			90			762			294
Less: Net income attributable to non-controlling interests		22			18			47			64
Net income attributable to LGL Group common stockholders	$	772		$	72		$	715		$	230

Income per common share attributable to LGL Group common stockholders:
Basic	$	0.15		$	0.01		$	0.13		$	0.04
Diluted	$	0.14		$	0.01		$	0.13		$	0.04

Weighted average shares outstanding:
Basic		5,312,797			5,352,937			5,356,726			5,352,937
Diluted		5,649,743			5,531,969			5,679,322			5,543,795

See accompanying Notes to the Condensed Consolidated Financial Statements.

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The LGL Group, Inc.

Condensed Consolidated Statements of Stockholders ’ Equity

(Unaudited)

(in thousands, except share data)	*Common Stock*		*Treasury Stock*			*Additional Paid-In Capital*		*Accumulated Deficit*			*Total LGL Stockholders' Equity*			*Non-Controlling Interests*		*Total Equity*
Balance as of June 30, 2025	$	53	$	( 580	)	$	46,309	$	( 6,685	)	$	39,097		$	2,035	$	41,132
Net income attributable to LGL Group or non-controlling interests		—		—			—		772			772			22		794
Stock-based compensation		—		—			18		—			18			—		18
Stock issued for settlement of Warrants, net of costs		1		—			327		—			328			—		328
Repurchases of common stock		—		( 366	)		—		—			( 366	)		—		( 366	)
Balance as of September 30, 2025	$	54	$	( 946	)	$	46,654	$	( 5,913	)	$	39,849		$	2,057	$	41,906

(in thousands, except share data)	*Common Stock*		*Treasury Stock*			*Additional Paid-In Capital*		*Accumulated Deficit*			*Total LGL Stockholders' Equity*		*Non-Controlling Interests*		*Total Equity*
Balance as of June 30, 2024	$	53	$	( 580	)	$	46,367	$	( 6,902	)	$	38,938	$	1,966	$	40,904
Net income attributable to LGL Group or non-controlling interests		—		—			—		72			72		18		90
Stock-based compensation		—		—			9		—			9		—		9
Stock issued for settlement of Warrants, net of costs		—		—			—		—			—		—		—
Repurchases of common stock		—		—			—		—			—		—		—
Balance as of September 30, 2024	$	53	$	( 580	)	$	46,376	$	( 6,830	)	$	39,019	$	1,984	$	41,003

See accompanying Notes to the Condensed Consolidated Financial Statements.

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The LGL Group, Inc.

Condensed Consolidated Statements of Stockholders ’ Equity

(Unaudited)

(in thousands, except share data)	*Common Stock*		*Treasury Stock*			*Additional Paid-In Capital*		*Accumulated Deficit*			*Total LGL Stockholders' Equity*			*Non-Controlling Interests*		*Total Equity*
Balance as of December 31, 2024	$	53	$	( 580	)	$	46,385	$	( 6,628	)	$	39,230		$	2,010	$	41,240
Net income attributable to LGL Group or non-controlling interests		—		—			—		715			715			47		762
Stock-based compensation		—		—			44		—			44			—		44
Stock issued for settlement of Warrants, net of costs		1		—			225		—			226			—		226
Repurchases of common stock		—		( 366	)		—		—			( 366	)		—		( 366	)
Balance as of September 30, 2025	$	54	$	( 946	)	$	46,654	$	( 5,913	)	$	39,849		$	2,057	$	41,906

(in thousands, except share data)	*Common Stock*		*Treasury Stock*			*Additional Paid-In Capital*		*Accumulated Deficit*			*Total LGL Stockholders' Equity*		*Non-Controlling Interests*		*Total Equity*
Balance as of December 31, 2023	$	53	$	( 580	)	$	46,349	$	( 7,060	)	$	38,762	$	1,920	$	40,682
Net income attributable to LGL Group or non-controlling interests		—		—			—		230			230		64		294
Stock-based compensation		—		—			27		—			27		—		27
Stock issued for settlement of Warrants, net of costs		—		—			—		—			—		—		—
Repurchases of common stock		—		—			—		—			—		—		—
Balance as of September 30, 2024	$	53	$	( 580	)	$	46,376	$	( 6,830	)	$	39,019	$	1,984	$	41,003

See accompanying Notes to the Condensed Consolidated Financial Statements.

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The LGL Group, 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	$	762		$	294
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Noncash revenues, expenses, gains and losses included in income:
Amortization of finite-lived intangible assets		16			16
Stock-based compensation		44			27
Unrealized (gain) loss on marketable securities		( 13	)		6
Deferred income taxes		( 654	)		25
Changes in operating assets and liabilities:
Decrease in accounts receivable, net		33			223
Increase in inventories, net		( 1	)		( 134	)
Decrease in prepaid expenses and other assets		61			88
Increase in accounts payable, accrued compensation, income taxes and commissions and other		177			346
Total adjustments		( 337	)		597
Net cash provided by operating activities		425			891
Cash flows from financing activities:
Proceeds from exercise of warrants		29			—
Warrant-related costs		( 102	)		—
Payment for repurchase of common stock		( 366	)		—
Net cash used in financing activities		( 439	)		—
(Decrease) increase in cash and cash equivalents		( 14	)		891
Cash and cash equivalents at beginning of period		41,585			40,711
Cash and cash equivalents at end of period	$	41,571		$	41,602

Non-cash financing activity:
Proceeds from exercise of warrants receivable	$	298		$	—

Supplemental disclosure:
Income taxes paid	$	47		$	76

See accompanying Notes to the Condensed Consolidated Financial Statements.

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The LGL Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

1. Basis of Presentation

The LGL Group, Inc. is a holding company engaged in services, merchant investment, and manufacturing business activities. The Company was incorporated in 1928 under the laws of the State of Indiana and reincorporated under the laws of the State of Delaware in 2007. Unless the context indicates otherwise, the terms "LGL," "LGL Group," "we," "us," "our," or the "Company" mean The LGL Group, Inc. and its consolidated subsidiaries.

The Company’s manufacturing business is operated through its subsidiary Precise Time and Frequency, LLC ("PTF"), which has operations in Wakefield, Massachusetts. PTF is engaged in the design of high-performance Frequency and Time Reference Standards that form the basis for timing and synchronization in various applications.

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 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 31, 2025 . 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

The Condensed Consolidated Financial Statements include the accounts of The LGL Group, Inc., its majority-owned subsidiaries, and variable interest entities ("VIEs") of which we are the primary beneficiary.

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 .

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 the 2024 Annual Report. For additional information, refer to Note 2 to the audited Consolidated Financial Statements in the 2024 Annual Report.

Use of Estimates

The preparation of 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.

Impairment 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 a result of the operating conditions resulting as of the periods ended 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.

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The LGL Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

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 to all prior periods presented. The Company adopted this standard 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 ): Disaggregation of Income Statement Expenses " ("ASU 2024 - 03" ). The standard requires additional disclosure of certain costs and expenses within the notes to the financial statements. The provisions of the standard are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. This accounting standards update may be applied either prospectively or retrospectively. We are 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.

3. Segment Information

Chief Operating Decision Maker

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

Reportable Segments

The Company reports its results from operations consistent with the manner in which the CODM reviews the business to assess performance and allocate resources. As such, the Company reports its results in two reportable business segments: Electronic Instruments and Merchant Investment. A brief description of each segment is below:

The Electronic Instruments segment includes all products manufactured and sold by PTF.

The Merchant Investment segment includes all activity produced by Lynch Capital International, LLC ("Lynch Capital").

The Company includes in Corporate the following corporate and business activities:

•

corporate level assets and financial obligations such as cash and cash equivalents invested in highly liquid U.S. Treasury money market funds and other marketable securities;

•

other items not allocated to or directly related to the Company's operating segments, including items such as deferred tax balances; and

•

intercompany eliminations.

Measure of Segment Profit or Loss and Segment Assets

The accounting policies used in both the Electronic Instruments and Merchant Investment segments are the same as those described in Note 2 – Summary of Significant Accounting Policies.

The CODM assesses the performance of and decide how to allocate resources to each reporting segment based on Segment profit (loss), which is total revenues less Manufacturing cost of sales and Engineering, selling, and administrative. The CODM uses Segment profit (loss) to evaluate the overall profitability of the Electronic Instruments, Merchant Investment, and Corporate segments. Additionally, the CODM uses Segment profit (loss) to allocate resources in the annual budgeting and forecasting process. The CODM considers budget-to-actual variances when making decisions about allocating capital to each segment.

The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as consolidated Total assets. The CODM uses Total assets of each segment to allocate overhead expenses incurred by the Corporate segment.

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The LGL Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

The following tables presents LGL Group's operations by segment:

	*Three Months Ended September 30, 2025*
	*Electronic Instruments*		*Merchant Investment*		*Corporate*			*Consolidated*
Revenues:
Net sales	$	661	$	—	$	—		$	661
Net investment income		—		274		168			442
Net gains		—		—		5			5
Total revenues		661		274		173			1,108

Less:
Manufacturing cost of sales		312		—		—			312
Engineering		74		—		—			74
Commissions		12		—		—			12
Sales and marketing		47		—		—			47
Accounting		—		—		49			49
Compensation		58		—		74			132
Corporation allocations ^(a)		13		145		( 158	)		—
Other segment items ^(b)		41		—		321			362
Engineering, selling and administrative		245		145		286			676
Total expenses		557		145		286			988
Segment profit (loss)	$	104	$	129	$	( 113	)	$	120

Reconciliation of Segment profit (loss) to Income (loss) from operations before income taxes
Adjustments and reconciling items									—
Income from operations before income taxes								$	120

	*Three Months Ended September 30, 2024*
	*Electronic Instruments*		*Merchant Investment*		*Corporate*			*Consolidated*
Revenues:
Net sales	$	650	$	—	$	—		$	650
Net investment income		—		318		213			531
Net losses		—		—		( 2	)		( 2	)
Total revenues		650		318		211			1,179

Less:
Manufacturing cost of sales		368		—		—			368
Engineering		54		—		—			54
Commissions		20		—		—			20
Sales and marketing		52		—		—			52
Accounting		—		—		39			39
Compensation		69		—		309			378
Corporation allocations ^(a)		10		78		( 88	)		—
Other segment items ^(b)		33		12		85			130
Engineering, selling and administrative		238		90		345			673
Total expenses		606		90		345			1,041
Segment profit (loss)	$	44	$	228	$	( 134	)	$	138

Reconciliation of Segment profit (loss) to Income (loss) from operations before income taxes
Adjustments and reconciling items									—
Income from operations before income taxes								$	138

^(a)	The Electronic Instruments and Merchant Investment segments are allocated overhead expenses from the Corporate segment based on each segment's asset as a percentage of Total assets.

^(b)	Other segment items for each reportable segment includes the following:
		Electronic Instruments - rent, amortization, professional service fees, and certain other overhead expenses.
		Merchant Investment - legal expense and certain other overhead expenses.
		Corporate - legal expense, insurance expense, filing fees, fees paid to MtronPTI under Amended and Restated Transitional Administrative and Management Services agreement, and certain other overhead expenses.

Table of Contents

The LGL Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

	*Nine Months Ended September 30, 2025*
	*Electronic Instruments*		*Merchant Investment*		*Corporate*			*Consolidated*
Revenues:
Net sales	$	1,650	$	—	$	—		$	1,650
Net investment income		—		783		504			1,287
Net gains		—		—		13			13
Total revenues		1,650		783		517			2,950

Less:
Manufacturing cost of sales		760		—		—			760
Engineering		188		—		—			188
Commissions		52		—		—			52
Sales and marketing		139		—		—			139
Accounting		—		—		174			174
Compensation		166		—		423			589
Corporation allocations ^(a)		35		331		( 366	)		—
Other segment items ^(b)		119		22		777			918
Engineering, selling and administrative		699		353		1,008			2,060
Total expenses		1,459		353		1,008			2,820
Segment profit (loss)	$	191	$	430	$	( 491	)	$	130

Reconciliation of Segment profit (loss) to Income (loss) from operations before income taxes
Adjustments and reconciling items									—
Income from operations before income taxes								$	130

	*Nine Months Ended September 30, 2024*
	*Electronic Instruments*		*Merchant Investment*		*Corporate*			*Consolidated*
Revenues:
Net sales	$	1,573	$	—	$	—		$	1,573
Net investment income		—		922		646			1,568
Net losses		—		—		( 6	)		( 6	)
Total revenues		1,573		922		640			3,135

Less:
Manufacturing cost of sales		786		—		—			786
Engineering		141		—		—			141
Commissions		75		—		—			75
Sales and marketing		132		—		—			132
Accounting		—		—		227			227
Compensation		189		—		585			774
Corporation allocations ^(a)		29		204		( 233	)		—
Other segment items ^(b)		101		13		432			546
Engineering, selling and administrative		667		217		1,011			1,895
Total expenses		1,453		217		1,011			2,681
Segment profit (loss)	$	120	$	705	$	( 371	)	$	454

Reconciliation of Segment profit (loss) to Income (loss) from operations before income taxes
Adjustments and reconciling items									—
Income from operations before income taxes								$	454

^(a)	The Electronic Instruments and Merchant Investment segments are allocated overhead expenses from the Corporate segment based on each segment's asset as a percentage of Total assets.

^(b)	Other segment items for each reportable segment includes the following:
		Electronic Instruments - rent, amortization, professional service fees, and certain other overhead expenses.
		Merchant Investment - legal expense and certain other overhead expenses.
		Corporate - legal expense, insurance expense, filing fees, fees paid to MtronPTI under Amended and Restated Transitional Administrative and Management Services agreement, and certain other overhead expenses.

Table of Contents

The LGL Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

Other Segment Disclosures

The following tables presents other segment information by segment for the periods indicated:

	*Three Months Ended September 30, 2025*
	*Electronic Instruments*			*Merchant Investment*		*Corporate*			*Total*			*Adjustments and Reconciling Items*		*Consolidated*
Interest revenue ^(a)	$	—		$	274	$	168		$	442		$	—	$	442
Amortization ^(b)		( 27	)		—		—			( 27	)		—		( 27	)
Other significant non-cash items:
Stock-based compensation ^(c)		—			—		( 18	)		( 18	)		—		( 18	)

Capital expenditures		—			—		—			—			—		—

	*Three Months Ended September 30, 2024*
	*Electronic Instruments*			*Merchant Investment*		*Corporate*			*Total*			*Adjustments and Reconciling Items*		*Consolidated*
Interest revenue ^(a)	$	—		$	318	$	213		$	531		$	—	$	531
Amortization ^(b)		( 11	)		—		—			( 11	)		—		( 11	)
Other significant non-cash items:
Stock-based compensation ^(c)		—			—		( 9	)		( 9	)		—		( 9	)

Capital expenditures		—			—		—			—			—		—

	*Nine Months Ended September 30, 2025*
	*Electronic Instruments*			*Merchant Investment*		*Corporate*			*Total*			*Adjustments and Reconciling Items*		*Consolidated*
Interest revenue ^(a)	$	—		$	783	$	504		$	1,287		$	—	$	1,287
Amortization ^(b)		( 16	)		—		—			( 16	)		—		( 16	)
Other significant non-cash items:
Stock-based compensation ^(c)		—			—		( 44	)		( 44	)		—		( 44	)

Capital expenditures		—			—		—			—			—		—

	*Nine Months Ended September 30, 2024*
	*Electronic Instruments*		*Merchant Investment*		*Corporate*			*Total*			*Adjustments and Reconciling Items*		*Consolidated*
Interest revenue ^(a)	$	—	$	922	$	646		$	1,568		$	—	$	1,568
Amortization ^(b)		—		—		—			—			—		—
Other significant non-cash items:
Stock-based compensation ^(c)		—		—		( 27	)		( 27	)		—		( 27	)

Capital expenditures		—		—		—			—			—		—

^(a)	Interest revenue is included in Net investment income on the Condensed Consolidated Statements of Operations.

_(b)	Amortization is included within the other segment expense captions such as Manufacturing cost of sales, Engineering or Other segment items.

^(c)	Stock-based compensation is included within the Compensation expense caption.

The following tables present LGL Group's identifiable assets by segment as of September 30, 2025 and December 31, 2024 :

	*September 30, 2025*
	*Electronic Instruments*		*Merchant Investment*		*Corporate*		*Total*		*Adjustments and Reconciling Items*		*Consolidated*
Total assets	$	1,223	$	25,508	$	16,553	$	43,284	$	—	$	43,284

	December 31, 2024
	Electronic Instruments		Merchant Investment		Corporate		Total		Adjustments and Reconciling Items		Consolidated
Total assets	$	1,249	$	24,748	$	17,148	$	43,145	$	—	$	43,145

Table of Contents

The LGL Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

4. Investments

Marketable Securities

Details of marketable securities held as of September 30, 2025 or December 31, 2024 are as follows:

	*September 30, 2025*
					*Cumulative*
					*Unrealized*
	*Fair Value*		*Basis*		*Loss*
Equity securities	$	30	$	34	$	( 4	)
Total	$	30	$	34	$	( 4	)

	*December 31, 2024*
					*Cumulative*
					*Unrealized*
	*Fair Value*		*Basis*		*Loss*
Equity securities	$	17	$	34	$	( 17	)
Total	$	17	$	34	$	( 17	)

Net Investment Income

Net investment income represents income primarily from the following sources:

•

Income earned from investments in money market funds (recorded in Cash and cash equivalents)

•

Dividends received from Marketable securities

•

Income from unconsolidated or equity method investments

The following table presents the components of Net investment income:

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
	*2025*		*2024*		*2025*		*2024*
Interest on cash and cash equivalents	$	442	$	531	$	1,287	$	1,568
Net investment income	$	442	$	531	$	1,287	$	1,568

Net Gains (Losses)

Net gains and losses are determined by specific identification. The net realized gains and losses are generated primarily from the following sources:

•

Realized gains and losses from investments in Marketable securities

•

Changes in the fair value of investments in Marketable securities

The following table presents the components of Net gains (losses):

	*Three Months Ended September 30,*					*Nine Months Ended September 30,*
	*2025*		*2024*			*2025*		*2024*
Marketable securities	$	5	$	( 2	)	$	13	$	( 6	)
Net gains (losses)	$	5	$	( 2	)	$	13	$	( 6	)

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The LGL Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

5. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value guidance identifies three primary valuation techniques: the market approach, the income approach and the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset.

Fair Value Hierarchy

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to observable inputs such as quoted prices in active markets for identical assets or liabilities (Level 1 ) and the lowest priority to unobservable inputs (Level 3 ). The maximization of observable inputs and the minimization of the use of unobservable inputs are required.

Classification within the fair value hierarchy is based upon the objectivity of the inputs that are significant to the valuation of an asset or liability as of the measurement date. The three levels within the fair value hierarchy are characterized as follows:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Unobservable inputs for the asset or liability for which there is little, if any, market activity for the asset or liability at the measurement date. Unobservable inputs reflect the Company's own assumptions about what market participants would use to price the asset or liability. These inputs may include internally developed pricing models, discounted cash flow methodologies as well as instruments for which the fair value determination requires significant management judgment.

The following is a description of the valuation methodologies used for instruments carried at fair value. These methodologies are applied to asset and liabilities across the levels discussed above, and the observability of the inputs used determines the appropriate level in the fair value hierarchy for the respective asset or liability.

Valuation Methodologies of Financial Instruments Measured at Fair Value

Cash and cash equivalents - Money market instruments are measured at cost, which approximates fair values because of the relatively short time to maturity.

Equity securities - Whenever available, we obtained quoted prices in active markets for identical assets as of the balance sheet date to measure equity securities. Market price data is generally obtained from exchange or dealer markets.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents information about assets measured at fair value on a recurring basis and indicates the level of the fair value measurement based on the observability of inputs used:

	*September 30, 2025*
	*Level 1*		*Level 2*		*Level 3*		*Total*
Cash and cash equivalents ^(a)	$	40,935	$	—	$	—	$	40,935
Marketable securities:
Equity securities		30		—		—		30
Total marketable securities		30		—		—		30
Total	$	40,965	$	—	$	—	$	40,965

	*December 31, 2024*
	*Level 1*		*Level 2*		*Level 3*		*Total*
Cash and cash equivalents ^(a)	$	41,185	$	—	$	—	$	41,185
Marketable securities:
Equity securities		17		—		—		17
Total marketable securities		17		—		—		17
Total	$	41,202	$	—	$	—	$	41,202

^(a)	As of September 30, 2025 and December 31, 2024 , included investments in money market mutual funds managed or advised by GAMCO Investors, Inc.

There were no liabilities subject to fair value on a recurring basis as of September 30, 2025 or December 31, 2024 .

Table of Contents

The LGL Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

Fair Value Measurements on a Non-Recurring Basis

The Company has other assets that may be subject to measurement at fair value on a non-recurring basis including goodwill and intangible assets and other long-lived assets. The Company reviews goodwill annually and the carrying value of long-lived assets whenever events and circumstances indicate that the carrying amounts of the assets may not be recoverable. If it is determined that the assets are impaired, the carrying value would be reduced to an estimated recoverable value. The Company's common stock warrants (as defined below) were measured at fair value as disclosed in Note 10 - Stockholders' Equity to the Consolidated Financial Statements in the 2024 Annual Report.

As of September 30, 2025 and December 31, 2024 , the Company did not write down any assets to fair value.

Fair Value Information about Financial Instruments Not Measured at Fair Value

As of September 30, 2025 and December 31, 2024 , the Company did have any assets or liabilities classified as financial instruments that were not measured at fair value.

6. Variable Interest Entities

The Company holds variable interests in certain entities in the form of equity investments. The Company consolidates an entity under the variable interest entity ("VIE") guidance when it is determined the Company is the primary beneficiary.

The Company has no right to the benefits from, nor does it bear the risk associated with, VIEs beyond the Company's direct equity investments in these entities. If the Company were to liquidate, the assets held by VIEs would not be available to the general creditors of the Company as a result of the liquidation.

During June 2023, the Company was appointed as sole managing member of LGL Systems Nevada Management Partners, LLC ("LGL Nevada") and invested approximately $ 4 into LGL Nevada, representing the Company's 1.0 % general partnership interest. Concurrently, Lynch Capital, a wholly owned subsidiary of the Company, invested $ 1,000 into LGL Systems Acquisition Holding Company, LLC ("LGL Systems"), representing 34.8 % of the memberships in LGL Systems, which is controlled by LGL Nevada. As a result, the Company determined it was the primary beneficiary of LGL Systems and was therefore required to consolidate LGL Systems.

Consolidated VIEs

The Company's only consolidated VIE is LGL Systems.

The following table summarizes the assets and liabilities of LGL Systems included in the Condensed Consolidated Balance Sheets:

	*September 30, 2025*		*December 31, 2024*
Assets:
Current assets:
Cash and cash equivalents	$	3,138	$	3,066
Accounts receivable		17		17
Total current assets		3,155		3,083
Total assets	$	3,155	$	3,083

Total liabilities	$	—	$	—

As of September 30, 2025 and December 31, 2024 , the non-controlling interests in LGL Systems was $ 2,057 and $ 2,010 , respectively.

Unconsolidated VIEs

The Company's only unconsolidated VIE is LGL Nevada.

We calculate our maximum exposure to loss to be (i) the amount invested in the debt or equity of the VIE and (ii) other commitments and guarantees to the VIE.

	*September 30, 2025*		*December 31, 2024*
Total assets	$	612	$	603

Maximum exposure to loss:
On-balance sheet ^(a)		4		4
Off-balance sheet		—		—
Total	$	4	$	4

^(a)	As of September 30, 2025 and December 31, 2024 , our investment in LGL Nevada was recorded in Other assets in the Condensed Consolidated Balance Sheets.

Table of Contents

The LGL Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

LGL Systems Nevada Management Partners LLC

LGL Nevada was formed in October 2019 for the purpose of performing key management and controls decisions of LGL Systems. The remaining 99.0 % of ownership interests are held by four individuals, one of which is a member of Company management. In the event LGL Nevada resigns as manager of LGL Systems, it has the sole right to appoint a new manager.

7. Related Party Transactions

In the normal course of business, the Company enters into various transactions with affiliated companies. Parties are considered to be related of 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.	$	177	$	—	$	444	$	—
M-tron Industries, Inc.		—		40		—		( 15	)
Total	$	177	$	40	$	444	$	( 15	)

	*Nine Months Ended September 30,*
	*2025*				*2024*
	*Income*		*Expense*		*Income*		*Expense*
GAMCO Investors, Inc.	$	891	$	—	$	1,293	$	—
M-tron Industries, Inc.		—		48		—		( 44	)
Total	$	891	$	48	$	1,293	$	( 44	)

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.	$	35,515	$	—	$	34,242	$	—
M-tron Industries, Inc.		—		196		—		59
Total	$	35,515	$	196	$	34,242	$	59

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

Investment Activity with GAMCO Investors, Inc.

Certain balances held and invested in various mutual funds are managed or advised by GAMCO Investors, Inc. or one of its subsidiaries (collectively, "GAMCO" or the "Fund Manager"), which is related to the Company through certain of our shareholders. All investments, including those in related party mutual funds, are overseen by the independent Investment Committee of the Board of Directors (the "Investment Committee"). The Investment Committee meets regularly to review the alternatives and has determined the current investments most reflect the Company's objective of lower cost, market return and adherence to having a larger proportion of underlying investments directly in United States Treasuries. For the three months ended September 30, 2025 and 2024 , the Company paid the Fund Manager a fund management fee of approximately 8 basis points per annum of the asset balances under management. For the nine months ended September 30, 2025 and 2024 , the Company paid the Fund Manager a fund management fee of approximately 8 basis points per annum, respectively, of the asset balances under management. All fund management fees are not paid directly by the Company and are deducted prior to a fund striking its net asset value ("NAV").

As of September 30, 2025 , the balance managed by the Fund Manager totaled $ 35,515 , all of which was classified within Cash and cash equivalents on the Condensed Consolidated Balance Sheets. As of December 31, 2024 , the balance managed by the Fund Manager totaled $ 34,242 , all of which was classified within Cash and cash equivalents on the Condensed Consolidated Balance Sheets.

For the three months ended September 30, 2025 , the Company earned income on its investments managed by the Fund Manager totaling $ 177 , all of which was included in Net investment income on the Condensed Consolidated Statements of Operations. For the three months ended September 30, 2024 , the Company earned income on its investments managed by the Fund Manager totaling $ 471 , all of which was included in Net investment income on the Condensed Consolidated Statements of Operations.

For the nine months ended September 30, 2025 , the Company earned income on its investments managed by the Fund Manager totaling $ 891 , all of which was included in Net investment income on the Condensed Consolidated Statements of Operations. For the nine months ended September 30, 2024 , the Company earned income on its investments managed by the Fund Manager totaling $ 1,293 , all of which was included in Net investment income on the Condensed Consolidated Statements of Operations.

Table of Contents

The LGL Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

Transactions with M-tron Industries, Inc.

Transitional Administrative and Management Services Agreement

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

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

For the three months ended September 30, 2025 and 2024 , the Company paid MtronPTI $ 12 under the terms of the MtronPTI TSA, which were recorded in Engineering, selling and administrative on the Condensed Consolidated Statements of Operations. For the nine months ended September 30, 2025 and 2024 , the Company paid MtronPTI $ 36 , respectively, under the terms of the MtronPTI TSA, which were recorded in Engineering, selling and administrative on the Condensed Consolidated Statements of Operations.

Tax Indemnity and Sharing Agreement

LGL Group and MtronPTI entered into a Tax Indemnity and Sharing Agreement ("MtronPTI Tax Agreement"), which sets out the terms for which party would be responsible for taxes imposed on the Company if the distribution, together with certain related transactions, were to fail to qualify as a tax-free transaction under Internal Revenue Code ("IRC") Sections 355 and 368 (a)( 1 )(D) if such failure were the result of actions taken after the Distribution by the Company or MtronPTI.

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

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

8. 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 Company's effective tax rates for the three and nine months ended September 30, 2025 were - 561.7 % and - 486.2 %, respectively. The Company's effective tax rates for the three and nine months ended September 30, 2024 were 34.8 % and 35.2 %, respectively. The effective tax rates differed from the statutory tax rate of 21 % primarily due to the impact of uncertain tax positions, including the reversal of a previously recorded uncertain tax position from tax year 2021 as the statute of limitations expired for the related matter (approximately - 599.2 % and - 553.8 % of Income from operations before income taxes for the three and nine months ended September 30, 2025 , respectively), and state income taxes.

As of September 30, 2025, the Company continues to maintain an uncertain tax position related to tax year 2022. The total amount of unrecognized tax benefits as of September 30, 2025 was approximately $ 115 .

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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The LGL Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

9. Stock-Based Compensation

Under the Company’s 2021 Incentive Plan (the "Plan"), and the prior 2011 Incentive Plan, as amended, stock-based compensation may be issued to employees and non-employee directors. As of September 30, 2025 , 938,914 shares remained available for future issuance under the Plan.

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

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
	*2025*		*2024*		*2025*		*2024*
Restricted stock awards	$	18	$	9	$	44	$	27
Total	$	18	$	9	$	44	$	27

Restricted Stock Awards

The following table summarizes restricted stock awards activity for the period indicated:

	*Number of Shares*		*Weighted Average Grant Date Fair Value*		*Aggregate Grant Date Fair Value*
Balance as of December 31, 2024		20,118	$	5.22	$	105
Granted		16,156		6.50		105
Vested		—		—		—
Canceled		—		—		—
Balance as of September 30, 2025		36,274	$	5.79	$	210

As of September 30, 2025 , there was $ 128 of total unrecognized compensation cost related to unvested shares granted. The cost is expected to be recognized over a weighted average period of 1.8 years.

10. 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 year		5,454,639		( 81,584	)		5,373,055			5,454,639		( 81,584	)		5,373,055
Stock-based compensation		16,156		—			16,156			—		—			—
Shares issued from settlement of Warrants		68,996		—			68,996			—		—			—
Repurchases of common stock		—		( 51,463	)		( 51,463	)		—		—			—
Shares, end of period		5,539,791		( 133,047	)		5,406,744			5,454,639		( 81,584	)		5,373,055

Warrants to Purchase Common Stock

As previously disclosed in our Annual Report on Form 10 -K, the Company issued 5,258,320 warrants (the "Warrants") in November 2020. In connection with the spin-off of MtronPTI in October 2022, pursuant to the warrant agreement, the exercise price was adjusted to $ 4.75 per share and the target trigger price for potential acceleration was adjusted to $ 6.65 per share (the "Adjusted Trigger Price").

On March 4, 2025, the average volume weighted average price ("VWAP") of LGL Group common stock exceeded the Adjusted Trigger Price for 30 consecutive trading days, which resulted in the Warrants becoming immediately exercisable.

During the three months ended September 30, 2025 , Warrant holders exercised 344,980 , or 6.6 %, of the Warrants, with an exercise price of $ 4.75 per share, in a net share settlement of 68,996 shares of LGL Group common stock. As of September 30, 2025 , there were 4,913,340 Warrants outstanding.

On November 6, 2025, the Company's Board of Directors (the "Board") approved an extension to the expiration date from November 16, 2025, a Sunday, which allowed holders to exercise their Warrants by the close of business on November 17, 2025, to Tuesday December 9, 2025. Except for the change in expiration date, all other terms of the Warrants remain unchanged.

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The LGL Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

Share Repurchase Program

On August 29, 2011, the Board authorized an expansion of its previously announced share repurchase program (the "Repurchase Program"), pursuant to which the Company may repurchase up to an additional 347,491 shares of its common stock in accordance with applicable securities laws. This authorization increased the total number of shares authorized for repurchase under the Company's existing share repurchase program to 797,491 shares, of which 540,000 shares were available to be repurchased, at such times, amounts and prices as the Company shall deem appropriate.

On September 19, 2025, the Board authorized the Company to repurchase up to 100,000 shares under the Repurchase Program. During the three months ended September 30, 2025 , the Company repurchased 51,463 shares at an aggregate cost of $ 366 , or an average price of $ 7.08 per share.

As of September 30, 2025 , the Company had repurchased an aggregate of 133,047 shares of common stock at a cost of $ 946 , all of which are currently held in treasury.

Refer to Unregistered Sales of Equity Securities and Use of Proceeds in Part II, Item 2. of this Quarterly Report on Form 10 -Q for further information.

11. Earnings Per Share ("EPS")

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

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
	*2025*		*2024*		*2025*		*2024*
Numerator for EPS:
Net income	$	794	$	90	$	762	$	294
Less: Net income from attributable to non-controlling interests		22		18		47		64
Net income attributable to LGL Group common stockholders	$	772	$	72	$	715	$	230

Denominator for EPS:
Weighted average common shares outstanding - basic		5,312,797		5,352,937		5,356,726		5,352,937
Dilutive effects:
Warrants		319,065		172,266		308,508		183,915
Restricted stock		17,881		6,766		14,088		6,943
Weighted average common shares outstanding - diluted		5,649,743		5,531,969		5,679,322		5,543,795

Income per common share attributable to LGL Group common stockholders:
Basic	$	0.15	$	0.01	$	0.13	$	0.04
Diluted	$	0.14	$	0.01	$	0.13	$	0.04

12. Contingencies

In the normal 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 is not involved in any legal proceedings other than routine litigation arising in the normal course of business, none of which the Company believes will have a material adverse effect on the Company's business, financial condition or results of operations.

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The LGL Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

13. Other Financial Statement Information

Inventories, Net

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	$	339		$	302
Work in process		8			5
Finished goods		1			31
Total gross inventory		348			338
Reserve for excess and obsolete inventory		( 80	)		( 71	)
Inventories, net	$	268		$	267

Intangible Assets, Net

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

	*September 30, 2025*			*December 31, 2024*
Intellectual property	$	214		$	214
Gross intangible assets		214			214
Less: Accumulated amortization		( 194	)		( 178	)
Intangible assets, net	$	20		$	36

14. Domestic and Foreign Revenues

Significant foreign revenues from operations ( 10% or more of foreign sales) were as follows:

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
	*2025*		*2024*		*2025*		*2024*
Spain	$	120	$	230	$	220	$	334
United Kingdom		—		7		104		18
Netherlands		90		—		90		21
France		67		—		71		24
Australia		—		84		42		171
India		—		94		7		193
Romania		—		—		—		94
All other foreign countries		42		39		142		42
Total foreign revenues	$	319	$	454	$	676	$	897
Total domestic revenue	$	342	$	196	$	974	$	676

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

15. Subsequent Events

The Company has evaluated events and transactions that occurred after the balance sheet data through the date that the Condensed 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 Condensed 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 financial statements and the notes thereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on March 31, 2025. The terms "LGL," "LGL Group," "we," "our," "us," or the "Company" refer to The LGL Group, Inc. and its consolidated subsidiaries 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.

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 Statement Concerning Forward-Looking Statements included in this Quarterly Report on Form 10-Q.

Unless otherwise stated, all dollar amounts are in thousands.

Overview

The Company is a holding company engaged in services, merchant investment, and manufacturing business activities. The Company, through its manufacturing business subsidiary, is engaged in the designing, manufacturing, and marketing of high-performance Frequency and Time Reference Standards that form the basis for timing and synchronization in various applications. The Company's primary markets are communications, networking, aerospace, defense, instrumentation, and industrial markets.

The accompanying unaudited condensed consolidated financial statements include the accounts of The LGL Group, Inc., its majority-owned subsidiaries, and variable interest entities ("VIE") of which we are the primary beneficiary.

We provide our products and services through our Electronic Instruments and Merchant Investment businesses. Activities not related to our business segments, such as our corporate operations and corporate-level assets and financial obligations, are included in Corporate.

As of September 30, 2025, LGL Group had investments (classified within Cash and cash equivalents and Marketable securities) with a fair value of approximately $41.0 million, of which $25.4 million was held within the Merchant Investment business. The Company accounts for its Marketable securities under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 321, Investments - Equity Securities ("ASC 321") and as such, its Marketable securities are reported at fair value on its Condensed Consolidated Balance Sheets.

Electronic Instruments Business

We operate our manufacturing business currently through our subsidiary, Precise Time and Frequency, LLC ("PTF"), 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.

Merchant Investment Business

The LGL Group investment business is comprised of various investment vehicles in which LGL Group is either shareholder, partner, or has general partner interests, and through which LGL Group invests its capital. The Company seeks to invest available cash and cash equivalents in liquid investments with a view to enhancing returns as we continue to assess further acquisitions of, or investments in, operating businesses broadly. LGL Group core strengths include identifying and acquiring undervalued assets and businesses, often through the purchase of securities, increasing value through management, financial or other operational changes, and managing complex legal, regulatory or financial issues, which may include technical, engineering, environmental, zoning, permitting and licensing issues among others.

Trends and Uncertainties

We are not aware of any material trends or uncertainties, other than global macroeconomic 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 those listed below and those listed in Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 31, 2025.

Changing Interest Rates

The U.S. Federal Reserve decreased the federal funds rate a total of four times throughout 2024, resulting in a range from 4.25% to 4.50% as of December 31, 2024. Through the date of filing of this Quarterly Report on Form 10-Q, the U.S. Federal Reserve decreased the federal funds rate twice totaling 50 basis points to a range of 3.75% to 4.00%. It is expected that the U.S. Federal Reserve will maintain the federal funds rate at this range for the remainder of 2025. If interest rates continue to decline, the returns generated by our investments in U.S. Treasuries could be adversely impacted.

Tariffs

The current U.S. federal administration has imposed tariffs on certain products and materials entering the United States imported from other countries. Additionally, foreign governments have imposed retaliatory tariffs on products and materials exported from the United States. The increase in tariffs could have an adverse impact on Manufacturing cost of sales as these tariffs could increase our costs at a higher rate than our revenues, the extent of which is unknown as the Company is pursuing various avenues to reduce the potential impact.

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Results of Operations - Consolidated

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

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

	Three Months Ended September 30,
(in thousands)	2025			2024			$ Change			% Change
Revenues:
Net sales	$	661		$	650		$	11			1.7	%
Net investment income		442			531			(89	)		-16.8	%
Net gains (losses)		5			(2	)		7			-350.0	%
Total revenues		1,108			1,179			(71	)		-6.0	%
Expenses:
Manufacturing cost of sales		312			368			(56	)		-15.2	%
Engineering, selling and administrative		676			673			3			0.4	%
Total expenses		988			1,041			(53	)		-5.1	%
Income from operations before income taxes		120			138			(18	)		-13.0	%
Income tax (benefit) expense		(674	)		48			(722	)		-1504.2	%
Net income		794			90			704			782.2	%
Less: Net income attributable to non-controlling interests		22			18			4			22.2	%
Net income attributable to LGL Group common stockholders	$	772		$	72		$	700			972.2	%

Total Revenues

Total revenues decreased $71, or 6.0%, from $1,179 for the three months ended September 30, 2024 to $1,108 for the three months ended September 30, 2025. The decrease was primarily driven by a $89, or 16.8%, decrease in Net investment income from $531 for the three months ended September 30, 2024 to $442 for the three months ended September 30, 2025 due to lower yields on investments in United States Treasury money market funds.

Total Expenses

Total expenses decreased $53, or 5.1%, from $1,041 for the three months ended September 30, 2024 to $988 for the three months ended September 30, 2025. The decrease was primarily driven by a $56, or 15.2%, decrease in Manufacturing cost of sales from $368 for the three months ended September 30, 2024 to $312 for the three months ended September 30, 2025 due to sales of lower-cost products.

Gross Margin

Gross margin (Net sales less Manufacturing cost of sales as a percentage of Net sales) increased 940 basis points from 43.4% for the three months ended September 30, 2024 to 52.8% for the three months ended September 30, 2025 reflecting sales of higher margin products.

Income Tax Expense

Income tax expense decreased $722, or 1,504.2%, from $48 for the three months ended September 30, 2024 to an income tax benefit of $674 for the three months ended September 30, 2025 primarily due to the reversal of a previously recorded uncertain tax position as the related tax matter is no longer subject to examination by the relevant taxing authority.

Net Income Attributable to Non-Controlling Interests

Net income attributable to non-controlling interests increased $4, or 22.2%, from $18 for the three months ended September 30, 2024 to $22 for the three months ended September 30, 2025 primarily due to higher Net income from LGL Systems in 2025 than in 2024.

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

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

	Nine Months Ended September 30,
(in thousands)	2025			2024			$ Change			% Change
Revenues:
Net sales	$	1,650		$	1,573		$	77			4.9	%
Net investment income		1,287			1,568			(281	)		-17.9	%
Net gains (losses)		13			(6	)		19			-316.7	%
Total revenues		2,950			3,135			(185	)		-5.9	%
Expenses:
Manufacturing cost of sales		760			786			(26	)		-3.3	%
Engineering, selling and administrative		2,060			1,895			165			8.7	%
Total expenses		2,820			2,681			139			5.2	%
Income from operations before income taxes		130			454			(324	)		-71.4	%
Income tax (benefit) expense		(632	)		160			(792	)		-495.0	%
Net income		762			294			468			159.2	%
Less: Net income attributable to non-controlling interests		47			64			(17	)		-26.6	%
Net income attributable to LGL Group common stockholders	$	715		$	230		$	485			210.9	%

Total Revenues

Total revenues decreased $185, or 5.9%, from $3,135 for the nine months ended September 30, 2024 to $2,950 for the nine months ended September 30, 2025. The decrease was primarily driven by a $281, or 17.9%, decrease in Net investment income from $1,568 for the nine months ended September 30, 2024 to $1,287 for the nine months ended September 30, 2025 due to lower yields on investments in United States Treasury money market funds.

The decrease was partially offset by a $77, or 4.9%, increase in Net sales from $1,573 for the nine months ended September 30, 2024 to $1,650 for the nine months ended September 30, 2025 primarily due to higher product shipments.

Total Expenses

Total expenses increased $139, or 5.2%, from $2,681 for the nine months ended September 30, 2024 to $2,820 for the nine months ended September 30, 2025. The increase: was primarily driven by a $165, or 8.7%, increase in Engineering, selling and administrative from $1,895 for the nine months ended September 30, 2024 to $2,060 for the nine months ended September 30, 2025 due to higher professional services fees and employee-related costs.

Gross Margin

Gross margin (Net sales less Manufacturing cost of sales as a percentage of Net sales) increased 390 basis points from 50.0% for the nine months ended September 30, 2024 to 53.9% for the nine months ended September 30, 2025 reflecting sales of lower margin products.

Income Tax Expense

Income tax expense decreased $792, or 495.0%, from $160 for the nine months ended September 30, 2024 to an income tax benefit of $632 for the nine months ended September 30, 2025 primarily due to the reversal of a previously recorded uncertain tax position as the related tax matter is no longer subject to examination by the relevant taxing authority.

Net Income Attributable to Non-Controlling Interests

Net income attributable to non-controlling interests decreased $17, or 26.6%, from $64 for the nine months ended September 30, 2024 to $47 for the nine months ended September 30, 2025 primarily due to lower Net income from LGL Systems in 2025 than in 2024.

Backlog

As of September 30, 2025, our order backlog was $776, an increase of $440, or 131.0%, from $336 as of December 31, 2024 and an increase of $271, or 53.7%, from $505 as of September 30, 2024. The backlog of unfilled orders includes amounts based on signed contracts likely to be fulfilled largely in the next 12 months but usually will ship within the next 90 days. Order backlog is adjusted quarterly to reflect project cancellations, deferrals, and revised project scope and cost, if any.

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Results of Operations - Operating Segments

Electronic Instruments

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

The following table presents income from operations of our Electronic Instruments segment for the periods indicated:

	Three Months Ended September 30,
(in thousands)	2025		2024		$ Change			% Change
Revenues:
Net sales	$	661	$	650	$	11			1.7	%
Total revenues		661		650		11			1.7	%
Expenses:
Manufacturing cost of sales		312		368		(56	)		-15.2	%
Engineering, selling and administrative		245		238		7			2.9	%
Total expenses		557		606		(49	)		-8.1	%
Income from operations before income taxes	$	104	$	44	$	60			136.4	%

Income from Operations Before Income Taxes

Income from operations before income taxes increased $60, or 136.4%, from $44 for the three months ended September 30, 2024 to $104 for the three months ended September 30, 2025. The increase was primarily due to a $56, or 15.2%, decrease in Manufacturing cost of sales driven by sales of higher margin products.

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

The following table presents income from operations of our Electronic Instruments segment for the periods indicated:

	Nine Months Ended September 30,
(in thousands)	2025		2024		$ Change			% Change
Revenues:
Net sales	$	1,650	$	1,573	$	77			4.9	%
Total revenues		1,650		1,573		77			4.9	%
Expenses:
Manufacturing cost of sales		760		786		(26	)		-3.3	%
Engineering, selling and administrative		699		667		32			4.8	%
Total expenses		1,459		1,453		6			0.4	%
Income from operations before income taxes	$	191	$	120	$	71			59.2	%

Income from Operations Before Income Taxes

Income from operations before income taxes increased $71, or 59.2%, from $120 for the three months ended September 30, 2024 to $191 for the three months ended September 30, 2025. The increase was primarily due to

•

a $77, or 4.9%, increase in Net sales driven by higher product shipments; and

•

a $26, or 3.3%, decrease in Manufacturing cost of sales consistent with the overall growth in revenues and sales of lower-cost products during Q3 2025.

The increase was partially offset by a $32, or 4.8%, increase in Engineering, selling and administrative higher engineering-related costs due to changes in headcount and higher professional services fees.

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Merchant Investment

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

The following table presents income from operations of our Merchant Investment segment for the periods indicated:

	Three Months Ended September 30,
(in thousands)	2025		2024		$ Change			% Change
Revenues:
Net investment income	$	274	$	318	$	(44	)		-13.8	%
Total revenues		274		318		(44	)		-13.8	%
Expenses:
Engineering, selling and administrative		145		90		55			61.1	%
Total expenses		145		90		55			61.1	%
Income from operations before income taxes	$	129	$	228	$	(99	)		-43.4	%

Income from Operations Before Income Taxes

Income from operations before income taxes decreased $99, or 43.4%, from $228 for the three months ended September 30, 2024 to $129 for the three months ended September 30, 2025. The decrease was primarily due to:

•

a $44, or 13.8%, decrease in Net investment income driven by lower yields on investments in United States Treasury money market funds; and

•

a $55, or 61.1%, increase in Engineering, selling and administrative driven by higher corporate-level expenses allocated to the Merchant Investment segment.

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

The following table presents income from operations of our Merchant Investment segment for the periods indicated:

	Nine Months Ended September 30,
(in thousands)	2025		2024		$ Change			% Change
Revenues:
Net investment income	$	783	$	922	$	(139	)		-15.1	%
Total revenues		783		922		(139	)		-15.1	%
Expenses:
Engineering, selling and administrative		353		217		136			62.7	%
Total expenses		353		217		136			62.7	%
Income from operations before income taxes	$	430	$	705	$	(275	)		-39.0	%

Income from Operations Before Income Taxes

Income from operations before income taxes decreased $275, or 39.0%, from $705 for the nine months ended September 30, 2024 to $430 for the nine months ended September 30, 2025. The decrease was primarily due to partially offset by a $136, or 62.7%, increase in Engineering, selling, and administrative driven by higher corporate-level expenses allocated to the Merchant Investment segment.

•

a $139, or 15.1%, decrease in Net investment income related to lower yields on investments in United States Treasury money market funds; and

•

a $136, or 62.7%, increase in Engineering, selling, and administrative driven by higher corporate-level expenses allocated to the Merchant Investment segment.

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Corporate

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

The following table presents income from operations of our Corporate segment for the periods indicated:

	Three Months Ended September 30,
(in thousands)	2025			2024			$ Change			% Change
Revenues:
Net investment income	$	168		$	213		$	(45	)		-21.1	%
Net gains (losses)		5			(2	)		7			-350.0	%
Total revenues		173			211			(38	)		-18.0	%
Expenses:
Engineering, selling and administrative		286			345			(59	)		-17.1	%
Total expenses		286			345			(59	)		-17.1	%
Loss from operations before income taxes	$	(113	)	$	(134	)	$	21			-15.7	%

Loss from Operations Before Income Taxes

Loss from operations before income taxes decreased $21, or 15.7%, from $134 for the three months ended September 30, 2024 to $113 for the three months ended September 30, 2025. The decrease was primarily due to a $45, or 21.1%, decrease in Net investment income reflecting lower yields on investments in United States Treasury money market funds partially offset by a $59, or 17.1%, decrease in Engineering, selling and administrative related to higher allocations of corporate-level expenses to the Electronic Instruments and Merchant Investment segments.

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

The following table presents income from operations of our Corporate segment for the periods indicated:

	Nine Months Ended September 30,
(in thousands)	2025			2024			$ Change			% Change
Revenues:
Net investment income	$	504		$	646		$	(142	)		-22.0	%
Net gains (losses)		13			(6	)		19			-316.7	%
Total revenues		517			640			(123	)		-19.2	%
Expenses:
Engineering, selling and administrative		1,008			1,011			(3	)		-0.3	%
Total expenses		1,008			1,011			(3	)		-0.3	%
Loss from operations before income taxes	$	(491	)	$	(371	)	$	(120	)		32.3	%

Loss from Operations Before Income Taxes

Loss from operations before income taxes increased $120, or 32.3%, from $371 for the nine months ended September 30, 2024 to $491 for the nine months ended September 30, 2025. The increase was primarily due to a $142, or 22.0%, decrease in Net investment income reflecting lower yields on investments in United States Treasury money market funds.

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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 businesses, 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 $41,571 and $41,585, 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	$	41,585		$	40,711
Cash provided by operating activities		425			891
Cash used in financing activities		(439	)		—
Net change in cash and cash equivalents		(14	)		891
Cash and cash equivalents, end of period	$	41,571		$	41,602

Operating Activities

Cash provided by operating activities was $425 for the nine months ended September 30, 2025 compared to $891 for the nine months ended September 30, 2024, a decrease of $466, primarily due to the following:

•

a $679 decrease in Deferred income taxes from $25 for the nine months ended September 30, 2024 to ($654) for the nine months ended September 30, 2025; and

•

a $253 decrease in the net change in operating assets and liabilities from $523 for the nine months ended September 30, 2024 to $270 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	$	42,846	$	42,642
Less: Current liabilities		1,081		904
Working capital	$	41,765	$	41,738

Current ratio		39.6		47.2

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.

Financing Activities

Cash used in financing activities was $439 for the nine months ended September 30, 2025 compared to cash provided by financing activities of $0 for the nine months ended September 30, 2024, a decrease of $439, primarily due to net proceeds from the exercise of warrants and the repurchase of LGL Group common stock.

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 and for the foreseeable future.

Our Board 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. No cash dividends have been paid to the Company's stockholders since January 30, 1989, and none are expected to be paid for the foreseeable future.

Contractual Obligations

As of September 30, 2025, there have been no material changes in our contractual obligations from December 31, 2024, a description of which may be found in Part II, Item 7. Management Discussion and Analysis - Liquidity and Capital Resources - Contractual Obligations in the 2024 Annual Report.

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Critical Accounting Estimates

Our accompanying Condensed Consolidated Financial Statements are prepared in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying footnotes. These estimates are made and evaluated on an on-going basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions. For a discussion of the Company’s critical accounting estimates, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024.

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 our subsidiaries are a party or to which our properties are subject.

Item 1A.

Risk Factors

For a discussion of the Company's potential risks and uncertainties, refer to Part I, Item 1A. Risk Factors in the 2024 Annual Report and Trends and Uncertainties in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2. of this Quarterly Report on Form 10-Q.

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 those listed in Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about purchases made by or on behalf of LGL Group or any "affiliated purchaser" (as defined in Rule 10b-18(a)(3) under the Exchange Act) of LGL Group common stock during the three months ended September 30, 2025:

	Total Number of Shares Purchased		Weighted Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Program		Maximim Number (or Approximate Dollar Value) of Shares that May Yet to be Purchased Under the Plan or Programs
July 1, 2025 - July 31, 2025		—	$	—		—		458,416
August 1, 2025 - August 31, 2025		—		—		—		458,416
September 1, 2025 - September 30, 2025		51,463		7.08		51,463		406,953
Total		51,463				51,463

During the three months ended September 30, 2025, The LGL Group, Inc. repurchased 51,463 shares of LGL Group common stock, par value $0.01 per share ("LGL Group Common Stock") for an aggregate purchase price of $366.

Shares may be repurchased from time to time in the open market, private purchases, through forward, derivative, accelerated repurchase or automatic repurchase transactions or otherwise. Certain of our share repurchases have been and may from time to time be effected through Exchange Act Rule 10b5-1 repurchase plans. The timing of any future share repurchases will depend on market conditions, our business and strategic plans, financial condition, results of operations, liquidity and other factors.

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.

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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 Success.

2.1

Amended and Restated Subscription Agreement, dated April 14, 2025, by and among The LGL Group, Inc. and Morgan Group Holding Co. ⁽¹⁾

10-Q

001-00106

2.1

August 14, 2025

Articles of Incorporation and Bylaws.

3.1

Certificate of Incorporation of The LGL Group, Inc.

8-K

001-00106

3.1

August 31, 2007

3.2

The LGL Group, Inc. By-Laws.

8-K

001-00106

3.2

August 31, 2007

3.3

The LGL Group, Inc. Amendment No. 1 to By-Laws.

8-K

001-00106

3.1

June 17, 2014

3.4

The LGL Group, Inc. Amendment No. 2 to By-Laws.

8-K

001-00106

3.1

February 21, 2020

3.5

The LGL Group, Inc. Amendment No. 3 to By-Laws.

8-K

001-00106

3.1

February 26, 2020

3.6

The LGL Group, Inc. Certificate of Amendment to Certificate of Incorporation .

8-K

001-00106

3.1

January 4, 2020

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.

⁽¹⁾	Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementary copies of any of the omitted schedules or similar attachments upon request by the SEC or its staff.

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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.

	THE LGL GROUP, INC. (Registrant)

November 14, 2025	By:	/s/ Marc Gabelli
		Marc Gabelli
		Chief Executive Officer (Principal Executive Officer)

November 14, 2025	By:	/s/ Patrick Huvane
		Patrick Huvane
		Executive Vice President - Business Development (Principal Financial Officer)

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Part I Part II Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds

Exhibits

2.1 Amended and Restated Subscription Agreement, dated April 14, 2025, by and among The LGL Group, Inc. and Morgan Group Holding Co.(1) 10-Q 001-00106 2.1 August 14, 2025 3.1 Certificate of Incorporation of The LGL Group, Inc. 8-K 001-00106 3.1 August 31, 2007 3.2 The LGL Group, Inc. By-Laws. 8-K 001-00106 3.2 August 31, 2007 3.3 The LGL Group, Inc. Amendment No. 1 to By-Laws. 8-K 001-00106 3.1 June 17, 2014 3.4 The LGL Group, Inc. Amendment No. 2 to By-Laws. 8-K 001-00106 3.1 February 21, 2020 3.5 The LGL Group, Inc. Amendment No. 3 to By-Laws. 8-K 001-00106 3.1 February 26, 2020 3.6 The LGL Group, Inc. Certificate of Amendment to Certificate of Incorporation. 8-K 001-00106 3.1 January 4, 2020 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.*

LGL 10-Q Quarter ended Sept. 30, 2025

Exhibits