Note 10 - Stockholders' Equity

9 Months Ended

Sep. 30, 2026

Notes to Financial Statements

Equity [Text Block]

10. Stockholders' Equity

Shares Outstanding

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

	Nine Months Ended September 30, 2026									Year Ended December 31, 2025
	Common Stock Issued			Held in Treasury			Common Stock Outstanding			Common Stock Issued		Held in Treasury			Common Stock Outstanding
Shares, beginning of year		6,307,997			(133,047	)		6,174,950			5,454,639		(81,584	)		5,373,055
Stock-based compensation		162,402			—			162,402			16,156		—			16,156
Shares withheld for employee taxes		(1,379	)		—			(1,379	)		—		—			—
Shares issued from settlement of warrants		214,462			—			214,462			837,202		—			837,202
Shares issued for settlement of subscription rights		6,062,714			—			6,062,714			—		—			—
Repurchases of common stock		—			—			—			—		(51,463	)		(51,463	)
Shares, end of period		12,746,196			(133,047	)		12,613,149			6,307,997		(133,047	)		6,174,950

Warrants to Purchase Common Stock

On November 16, 2020, the Company issued 5,258,320 "European-style" warrants (the "Warrants") to holders of record of outstanding shares of the Company's common stock, par value $0.01 (the "Common Stock") as of November 9, 2020. The Warrants were listed on the NYSE American and traded under the symbol "LGL WS." Five (5) Warrants entitled their holder to purchase one (1) share of Common Stock at an exercise price of $12.50 and were exercisable at the earlier of (i) the expiration of the warrant term, which is November 16, 2025, or (ii) subject to a date acceleration if triggered only after the average volume weighted average price ("VWAP") of LGL Group Common Stock for 30 consecutive trading days is greater than or equal to $17.50. The Warrants also provided for the adjustment of the exercise price and the trigger price for potential acceleration of the exercise date, upon the occurrence of certain dilutive events.

Pursuant to the warrant agreement, the Distribution was a qualifying dilutive event that required an adjustment to the exercise price and the trigger price for potential acceleration of the exercise date. Effective October 18, 2022, the warrant exercise price was adjusted to $4.75 and the target trigger price for potential acceleration of the exercise date was adjusted to $6.65 ("Adjusted Trigger Price").

On March 4, 2025, the average VWAP of LGL Group Common Stock exceeded the Adjusted Trigger Price for 30 consecutive trading days, which resulted in the Warrants becoming immediately exercisable.

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 December 9, 2025. The Company subsequently extended the expiration date to December 31, 2025.

As of December 31, 2025, Warrant holders exercised 4,186,010, or 79.6%, of the Warrants, in a net share settlement of 837,202 shares of Common Stock. The remaining 1,072,310 Warrants expired unexercised in accordance with their terms. However, on January 22, 2026, the Company distributed 214,462 unallocated shares of Common Stock to Warrant holders who elected to participate in the over-subscription privilege. The gross proceeds to the Company were $5.0 million, of which $4.6 million were received in January 2026.

Subscription Rights Offering

On June 5, 2026, the Company issued 6,550,435 transferable subscription rights (the "Rights") to holders of record of outstanding shares of the Common Stock as of June 4, 2026 (the "Rights Offering"). One (1) Right entitles their holder to purchase one (1) share of Common Stock at a subscription price of $6.90. The Rights Offering commenced on June 8, 2026 and had an initial expiration date of June 23, 2026 but was extended to July 15, 2026. The Rights were initially listed on the NYSE American and traded under the symbol "LGL RT." Effective June 29, 2026, the Rights ceased trading on the NYSE American and began trading on the OTC Markets under the symbol "LGLGR."

As of July 24, 2026, the Company completed the Rights Offering. Rightsholders exercised 3,419,215, or 52.1%, of the Rights, in a net share settlement of 3,419,215 shares of Common Stock. The remaining 3,131,220 Rights expired unexercised in accordance with their terms. The Company distributed 2,643,499 shares of the 3,131,220 unallocated shares of Common Stock to Rightsholders who elected to participate in the over-subscription privilege. The gross proceeds to the Company were $41.8 million.

The subscription price of the Rights was less than the fair value of the Company’s common stock immediately prior to the exercise of the Rights. See Note 11 - Earnings Per Share for the effect of the resulting bonus element on weighted average shares outstanding and earnings per share.

Share Repurchase Program

In  August 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. In September 2025, the Board authorized the repurchase of up to 100,000 shares within the existing Repurchase Program. No shares were repurchased by the Company in 2026. As of  September 30, 2026, 406,953 shares remained under the overall Repurchase Program authorization, and the Company held 133,047 shares of common stock in treasury at an aggregate cost of $946.