M-tron Industries, Inc. (NYSE:MPTI) ("Mtron" or the "Company"), a leading provider of high-performance radio frequency ("RF") components and solutions for the aerospace and defense sector, today announced an offering of subscription rights to raise capital, enhancing its financial flexibility and positioning the company to pursue these rapid changes in the defense sector. With global conflicts increasing in frequency and the dramatic shift in warfare toward more agile, software-centric systems that rely heavily on control of the electromagnetic spectrum, electronic defense players like Mtron are playing a greater role in supplying joint forces. The U.S. Department of War is upending the procurement process to rapidly increase production of critical systems and pushing for the creation and support of more nimble players.

Mtron seeks to raise capital to provide management with flexibility in addressing these opportunities. The proceeds will support:

  • accretive acquisitions;
  • the ability to perform carve-outs and other forms of financial engineering with larger entities;
  • transactions of scale;
  • pursue strategic investments; and
  • expansion of internal capabilities and capacity to align with meet market demand trends.

The subscription rights (the "Rights") are being issued with the following features:

  • Record date of 5:00 p.m. Eastern Time on March 27, 2026;
  • Rights will trade on NYSE American under symbol "MPTI RT" and are transferable;
  • Begin regular-way trading on March 31, 2026, and cease trading at market close on April 13, 2026;
  • Rights will expire on April 15, 2026 at 5:00 p.m. Eastern Time; and
  • Rights, if fully subscribed, will raise approximately $42.7 million.

The Company's Board of Directors today announced its intention to distribute transferable subscription rights to holders of record of the Company's common stock, par value $0.01 per share ("Common Stock"), which entitles stockholders one (1) subscription right for each share of Common Stock (the "Rights Offering"). Five (5) Rights can be exercised to purchase one (1) share of Common Stock at a subscription price that has yet to be determined but is anticipated to be at a 10-12% discount to the average of the daily volume-weighted average prices of the Company's Common Stock for the five (5) trading days ending on and including the record date. The record date for the Rights Offering is 5:00 p.m. Eastern Time on March 27, 2026 (the "Record Date"). The Rights Offering is being conducted to support the Company's efforts to continue to increase earnings and shareholder return. Proceeds from the Rights Offering may be used for potential acquisitions, strategic investments, investment in a strategic RF fund, and/or general corporate purposes, which may include working capital, capital expenditures and repayment or refinancing of outstanding indebtedness, if any.

Each Rights holder who is a shareholder of record as of the Record Date who exercise their full basic subscription rights may also subscribe for any shares of Common Stock that remain unsubscribed at the expiration of the Rights Offering, subject to certain limitations (the "oversubscription privilege"). If the aggregate subscriptions (basic subscriptions plus oversubscriptions) exceed the amount offered in the Rights Offering, then the aggregate oversubscription amount will be pro-rated among the Company stockholders exercising their respective oversubscription privileges based on the number of shares of Common Stock each Rights holder requested in the oversubscription privilege. Rights acquired in the secondary market may not participate in the oversubscription privilege.

Assuming the Rights Offering is fully subscribed, the Company currently expects the gross proceeds of the offering to be approximately $42.7 million.

Trading in the Rights on NYSE American is expected to begin on a "regular way" basis on March 31, 2026, under the symbol "MPTI RT" and continue until the close of trading on NYSE American on April 13, 2026 (or, if the Rights Offering is extended, on the business day immediately prior to the extended expiration date). The Rights Offering is currently expected to commence promptly after the Record Date and expire at 5:00 p.m., Eastern Time, on April 15, 2026, unless extended by the Company.