8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of report (Date of earliest event reported): April 9, 2026

M-tron Industries, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware	001-41391	46-0457994
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(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2525 Shader Road, Orlando, FL	32804
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(Address of Principal Executive Offices)	(Zip Code)

(407) 298-2000

Registrant’s Telephone Number, Including Area Code

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

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

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

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

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	MPTI	NYSE American
Subscription Rights to Purchase Shares of Common Stock	MPTI RT	NYSE American

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

Emerging growth company ☑

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

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Item 8.01.	Other Events

On April 9, 2026, M-tron Industries, Inc. (the "Company") issued a press release announcing that it has extended the expiration date of the rights offering to purchase shares of the Company's common stock, par value $0.01 per share (the "Rights Offering") to Monday April 20, 2026. The Rights Offering was previously scheduled to expire on Wednesday April 15, 2026. All other terms of the Rights Offering, including the subscription price of $59.00 per share, remain unchanged.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 8.01.

Item 9.01.	Financial Statements and Exhibits

(d)         Exhibits

Exhibit No.	Description
4.1	Specimen Certificate for Subscription Rights of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form 8-A filed on March 30, 2026 (File No. 001-41391)).
4.2	Instructions for use of Subscription Rights Certificates of the Registrant (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form 8-A/A filed on March 31, 2026 (File No. 001-41391)).
99.1	Press Release of M-tron Industries, Inc. dated April 9, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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 hereunto duly authorized.

	M-TRON INDUSTRIES, INC.
	(Registrant)
Date:     April 9, 2026	By:	/s/ Cameron Pforr
		Name:	Cameron Pforr
		Title:	Chief Executive Officer

ex_943524.htm

Exhibit 99.1

M-tron Industries, Inc. Announces Extension of Previously Announced Rights Offering

ORLANDO, Florida (April 9, 2026) – M-tron Industries, Inc. (NYSE American: MPTI, MPTI RT) ("Mtron" or the "Company") today announced that it has extended the expiration of the rights offering to purchase shares of Mtron’s common stock, par value $0.01 per share (the "Common Stock"), distributed on March 30, 2026 (the "Rights"), until 5:00 p.m. Eastern Time on Monday April 20, 2026 (the "Rights Offering") to facilitate the administration of the Rights Offering. The Rights Offering was previously scheduled to expire on April 15, 2026. All other terms and conditions of the Rights Offering remain unchanged.

Pursuant to the prospectus supplement:

•	Five (5) Rights required to purchase one (1) share of Common Stock;
•	Common Stock can be purchased at a subscription price of $59.00 per share;
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•	Over-subscription privilege available to Rights holders who are shareholders of record who exercise their basic Rights in full, whereby such Rights holder subscribes for any or all of the shares issuable pursuant to any unexercised Rights on the terms and subject to the conditions set forth in the prospectus supplement; and
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•	No fractional shares will be issued.
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All exercise notices and payments (including with respect to any exercise of a Rights holder’s over-subscription privilege) must now be received by Computershare Trust Company, N.A. no later than 5:00 p.m. Eastern Time on Monday April 20, 2026. Holders in street name should contact their broker, bank, or other intermediary for information on how to exercise their Rights (including pursuant to any exercise of the over-subscription privilege).

The Rights Offering is more fully described in the prospectus supplement filed with the Securities and Exchange Commission (the "SEC") on March 30, 2026. A copy of the prospectus, prospectus supplements or further information with respect to the Rights Offering may be obtained by contacting Georgeson LLC, the information agent for the Rights Offering, at (866) 539-6575.

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About Mtron

M-tron Industries, Inc. (NYSE American: MPTI) designs, manufactures, and markets highly engineered, high reliability frequency and spectrum control products and solutions. As an engineering-centric company, Mtron provides close support to its customers throughout our products' entire life cycle, including product design, prototyping, production, and subsequent product upgrades. Mtron has design and manufacturing facilities in Orlando, Florida, and Yankton, South Dakota, a sales office in Hong Kong, and a manufacturing facility in Noida, India. For more information, visit www.mtron.com.

Cautionary Note Concerning Forward Looking Statements

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

These forward-looking statements are largely based on current expectations and projections about future events and financial trends that may affect the financial condition, results of operations, business strategy and financial needs of the Company. They can be affected by inaccurate assumptions, including the risks, uncertainties and assumptions described in the filings made by Mtron with the Securities and Exchange Commission, including those risks set forth under the heading "Risk Factors" in the Company’s Annual Report on Form 10-K as filed with the SEC on March 26, 2026. In light of these risks, uncertainties and assumptions, the forward-looking statements in this press release may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. When you consider these forward-looking statements, you should keep in mind these risk factors and other cautionary statements in this press release.

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

Contact:

M-tron Industries, Inc. Investor Relations

ir@mtron.com

Cameron Pforr

Chief Executive Officer