Core Viewpoint - The LGL Group, Inc. has announced an extension of the expiration date for its warrants to purchase common stock until December 9, 2025, allowing holders additional time to exercise their rights [1]. Company Overview - The LGL Group, Inc. is a holding company involved in services, merchant investment, and manufacturing activities, with a focus on precision engineering and industrial electronic instruments [4][6]. - The company was incorporated in 1928 and has a long history in the precision engineering and manufacturing sectors, evolving from its origins in glass-forming machinery [5][6]. Warrant Details - The warrants allow holders to purchase one share of common stock at a strike price of $4.75 per share, with an over-subscription privilege available for those who fully exercise their warrants [7]. - All exercise notices and payments must be received by Computershare Trust Company by 5:00 p.m. Eastern Time on December 9, 2025 [2].

[Company Announcements & Strategic Updates](index=1&type=section&id=Company%20Announcements%20%26%20Strategic%20Updates) The LGL Group announced a share repurchase program, provided warrant exercise details, scheduled an investor conference, updated on the MGHL acquisition, and introduced new AI-driven initiatives [Shareholder Actions](index=1&type=section&id=Shareholder%20Actions) The LGL Group announced the commencement of a share repurchase program and provided details regarding the exercise of its warrants, with approximately 45,000 shares already issued [Share Repurchase Program](index=1&type=section&id=Share%20Repurchase%20Program) The Board of Directors authorized a share repurchase of $500,000 to $700,000 of common stock, not exceeding 100,000 shares, expected to begin this quarter - Board authorized share repurchase of **$500,000** to **$700,000** of common stock[1](index=1&type=chunk) - Repurchase not expected to exceed **100,000** shares and is anticipated to begin this quarter[1](index=1&type=chunk) [Warrant Exercise](index=1&type=section&id=Warrant%20Exercise) LGL Group's warrants are exercisable through November 17, 2025, at a strike price of $4.75 per share, with an oversubscription privilege available from October 16, 2025, and approximately 45,000 shares have been issued to date - Warrants are exercisable through November 17, 2025, at a strike price of **$4.75** per share[2](index=2&type=chunk)[11](index=11&type=chunk) - Approximately **45,000** shares have been issued from the exercise of warrants to date[3](index=3&type=chunk) - An oversubscription privilege is available to warrant holders starting October 16, 2025[11](index=11&type=chunk) [Investor Relations](index=1&type=section&id=Investor%20Relations) LGL Group is scheduled to present at the Sidoti Small Cap Virtual Conference on September 18, 2025 [Sidoti Small Cap Conference Presentation](index=1&type=section&id=Sidoti%20Small%20Cap%20Conference%20Presentation) LGL Group will present at the Sidoti Small Cap Virtual Conference on Thursday, September 18, 2025, at 11:30 a.m. ET - LGL Group will present at the Sidoti Small Cap Virtual Conference on Thursday, September 18, 2025, at **11:30 a.m.** ET[4](index=4&type=chunk) [Strategic Investments & Acquisitions](index=1&type=section&id=Strategic%20Investments%20%26%20Acquisitions) LGL Group provided an update on its pending acquisition of Morgan Group Holding Co. (MGHL), detailing MGHL's business and anticipated leadership changes upon closing [Morgan Group Holding Co. (MGHL) Acquisition Update](index=1&type=section&id=Morgan%20Group%20Holding%20Co.%20(MGHL)%20Acquisition%20Update) The purchase of 1,000,000 newly issued shares of Morgan Group Holding Co. (MGHL) for $2.00 per share remains pending final agreements and approvals, with an expected closing in the third quarter of 2025 - LGL Group's purchase of **1,000,000** newly issued shares of Morgan Group Holding Co. (MGHL) for **$2.00** per share is pending final agreements and approvals[6](index=6&type=chunk) - The transaction is expected to close in the third quarter of 2025[6](index=6&type=chunk) [MGHL Business Overview](index=1&type=section&id=MGHL%20Business%20Overview) MGHL, through its subsidiary G.research, LLC (G.R), offers brokerage, underwriting, and institutional research services, managing over $5.0 billion in private client assets across more than 1,000 accounts - MGHL, through its wholly owned subsidiary G.research, LLC (G.R), provides brokerage, underwriting, and institutional research services[7](index=7&type=chunk) - G.R manages over **$5.0 billion** of private client assets in over **1,000** accounts[7](index=7&type=chunk) [MGHL Leadership Changes](index=1&type=section&id=MGHL%20Leadership%20Changes) Upon the closing of the MGHL acquisition, Herve Francois will join as Chairman and CEO, and Chris Nossokoff as CFO, while G.R.'s current leadership will remain in place - Once closed, Herve Francois will join MGHL as Chairman and Chief Executive Officer, and Chris Nossokoff as Chief Financial Officer[8](index=8&type=chunk) - G.R. will continue to be led by Vincent Amabile as President and Joseph Fernandez as Financial Operations Principal and Controller[8](index=8&type=chunk) [New Business Initiatives](index=1&type=section&id=New%20Business%20Initiatives) LGL Group's PTF division, P3 Logistic Solutions LLC, is developing AI-driven tactical edge device prototypes for agricultural applications, adapting defense technology, with no material benefits expected in 2025 but value anticipated in the medium term [P3 Logistic Solutions AI-Driven Edge Devices](index=1&type=section&id=P3%20Logistic%20Solutions%20AI-Driven%20Edge%20Devices) P3 Logistic Solutions LLC, part of the PTF division, is developing AI-driven tactical edge device prototypes for modern agriculture, adapting defense technology, with field tests planned and material benefits anticipated in the medium term, not 2025 - P3 Logistic Solutions LLC (PTF division) is developing new AI-driven tactical edge device prototypes[9](index=9&type=chunk) - The technology, originally for U.S. Department of Defense use, is being adapted for modern agriculture, with field tests planned for precision crop monitoring, smart irrigation, and autonomous asset tracking[9](index=9&type=chunk)[10](index=10&type=chunk) - No material benefits from these new initiatives are expected in 2025, but value is anticipated in the medium term[12](index=12&type=chunk) [Financial Performance Overview](index=3&type=section&id=Financial%20Performance%20Overview) LGL Group reported a net loss for Q2 and the first six months of 2025, with declining revenues and gross margin, but an increased backlog and stable working capital [Q2 2025 Consolidated Financial Highlights](index=3&type=section&id=Q2%202025%20Consolidated%20Financial%20Highlights) LGL Group reported a net loss of ($51,000) or ($0.01) per diluted share for Q2 2025, a significant decline from Q2 2024, with total revenues decreasing by 13.5% year-over-year due to lower net sales and investment income | Metric | Q2 2025 | Q2 2024 | % Change | | :--------------------------------- | :------ | :------ | :------- | | Revenues | $924 | $1,068 | -13.5% | | Gross margin | 57.0% | 59.7% | -4.5% | | Net (loss) income | $(51) | $137 | -137.2% | | Net (loss) income per diluted share | $(0.01) | $0.02 | -138.1% | - The decrease in net income was primarily due to lower net sales from reduced product shipments and lower net investment income from U.S. Treasury money market funds due to lower yields[14](index=14&type=chunk)[19](index=19&type=chunk) [Key Financial Metrics Analysis](index=3&type=section&id=Key%20Financial%20Metrics%20Analysis) An analysis of key financial metrics for Q2 and the first six months of 2025 reveals declines in revenues and net income, a decrease in gross margin for the quarter, but an increase in backlog from year-end 2024, alongside stable working capital [Revenues and Net Income](index=3&type=section&id=Revenues%20and%20Net%20Income) For the six months ended June 30, 2025, total revenues decreased by 5.8% to $1,842,000, resulting in a net loss of ($57,000) or ($0.01) per diluted share, compared to net income of $158,000 or $0.03 per diluted share in the prior year period | Metric | 6M 2025 | 6M 2024 | % Change | | :--------------------------------- | :------ | :------ | :------- | | Revenues | **$1,842** | $1,956 | **-5.8%** | | Net (loss) income | **$(57)** | $158 | **-136.1%** | | Net (loss) income per diluted share | **$(0.01)** | $0.03 | **-137.4%** | - The fiscal year-to-date decrease in net income was primarily due to lower Net investment income, partially offset by higher Net sales driven by higher product shipments[15](index=15&type=chunk) [Gross Margin](index=3&type=section&id=Gross%20Margin) Gross margin for Q2 2025 decreased to 57.0% from 59.7% due to lower margin products, while the fiscal year-to-date gross margin remained flat at 54.7% - Q2 2025 gross margin decreased to **57.0%** from **59.7%** in Q2 2024, primarily due to sales of lower margin products[14](index=14&type=chunk) - Fiscal year-to-date gross margin was flat at **54.7%** for the six months ended June 30, 2025 and 2024[16](index=16&type=chunk) [Backlog](index=3&type=section&id=Backlog) As of June 30, 2025, the order backlog increased to $527,000 from year-end 2024 but decreased from June 2024, with most expected to ship within 90 days | Date | Backlog Amount | | :---------------- | :------------- | | June 30, 2025 | **$527,000** | | December 31, 2024 | $336,000 | | June 30, 2024 | $737,000 | - Order backlog as of June 30, 2025, increased by **$191,000** from December 31, 2024, but decreased by **$210,000** from June 30, 2024[17](index=17&type=chunk) - Most of the backlog is expected to ship within the next **90 days**[17](index=17&type=chunk) [Liquidity and Working Capital](index=3&type=section&id=Liquidity%20and%20Working%20Capital) Working capital as of June 30, 2025, was $41,634,000, a slight decrease from year-end 2024, with $41.8 million in investments, including $25.2 million in Merchant Investment | (in thousands) | June 30, 2025 | December 31, 2024 | | :------------- | :------------ | :---------------- | | Current assets | $42,515 | $42,642 | | Less: Current liabilities | $881 | $904 | | Working capital | **$41,634** | $41,738 | - As of June 30, 2025, LGL Group had **$41.8 million** in investments, with **$25.2 million** held within the Merchant Investment business[18](index=18&type=chunk) [Company Information](index=4&type=section&id=Company%20Information) The LGL Group, a holding company in services, merchant investment, and manufacturing, outlines its business strategy and includes a cautionary note on forward-looking statements [About The LGL Group, Inc.](index=4&type=section&id=About%20The%20LGL%20Group,%20Inc.) The LGL Group, Inc. is a holding company engaged in services, merchant investment, and manufacturing, with its PTF division producing industrial electronic instruments, focusing on growth through diversified industries - The LGL Group, Inc. is a holding company engaged in services, merchant investment, and manufacturing business activities[20](index=20&type=chunk) - Precise Time and Frequency, LLC (PTF) is a globally positioned producer of industrial Electronic Instruments[20](index=20&type=chunk) - LGL Group's business strategy is primarily focused on growth through expanding new and existing operations across diversified industries[22](index=22&type=chunk) - LGL Group common stock and warrants are traded on the NYSE American under the symbols 'LGL' and 'LGL WS', respectively[21](index=21&type=chunk) [Cautionary Note Concerning Forward-Looking Statements](index=4&type=section&id=Cautionary%20Note%20Concerning%20Forward-Looking%20Statements) This press release contains forward-looking statements, subject to various uncertainties and risks, made in reliance upon safe harbor provisions, with the company disclaiming any obligation to update them - The press release may contain forward-looking statements, identifiable by words such as 'may,' 'will,' 'expect,' and 'project'[23](index=23&type=chunk) - These statements are subject to uncertainties and risks described in SEC filings, and the company disclaims any obligation to update them[23](index=23&type=chunk) [Detailed Financial Statements](index=5&type=section&id=Detailed%20Financial%20Statements) This section presents the unaudited condensed consolidated statements of operations and balance sheets, along with detailed segment results for Q2 and the first six months of 2025 [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section presents the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2025, and 2024, detailing revenues, expenses, and net income/loss attributable to LGL Group common stockholders | (in thousands, except share data) | 2025 | 2024 | | :---------------------------------------- | :--- | :--- | | Net sales | $491 | $531 | | Net investment income | $428 | $538 | | Net gains (losses) | $5 | $(1) | | Total revenues | $924 | $1,068 | | Manufacturing cost of sales | $211 | $214 | | Engineering, selling and administrative | $744 | $617 | | Total expenses | $955 | $831 | | (Loss) income from operations before income taxes | $(31) | $237 | | Income tax expense | $14 | $76 | | Net (loss) income | $(45) | $161 | | Net (loss) income attributable to LGL Group common stockholders | $(51) | $137 | | Diluted (Loss) income per common share | $(0.01) | $0.02 | | (in thousands, except share data) | 2025 | 2024 | | :---------------------------------------- | :--- | :--- | | Net sales | $989 | $923 | | Net investment income | $845 | $1,037 | | Net gains (losses) | $8 | $(4) | | Total revenues | $1,842 | $1,956 | | Manufacturing cost of sales | $448 | $418 | | Engineering, selling and administrative | $1,384 | $1,222 | | Total expenses | $1,832 | $1,640 | | (Loss) income from operations before income taxes | $10 | $316 | | Income tax expense | $42 | $112 | | Net (loss) income | $(32) | $204 | | Net (loss) income attributable to LGL Group common stockholders | $(57) | $158 | | Diluted (Loss) income per common share | $(0.01) | $0.03 | [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides the unaudited condensed consolidated balance sheets as of June 30, 2025, and December 31, 2024, detailing the company's assets, liabilities, and stockholders' equity | (in thousands) | June 30, 2025 | December 31, 2024 | | :---------------------------------------- | :------------ | :---------------- | | Cash and cash equivalents | $41,735 | $41,585 | | Marketable securities | $26 | $17 | | Accounts receivable, net | $263 | $493 | | Inventories, net | $254 | $267 | | Prepaid expenses and other current assets | $237 | $280 | | Total current assets | $42,515 | $42,642 | | Total assets | $43,030 | $43,145 | | Total current liabilities | $881 | $904 | | Non-current liabilities | $1,017 | $1,001 | | Total liabilities | $1,898 | $1,905 | | Total stockholders' equity | $41,132 | $41,240 | | Total liabilities and stockholders' equity | $43,030 | $43,145 | [Segment Results](index=7&type=section&id=Segment%20Results) This section details the unaudited segment results for Electronic Instruments, Merchant Investment, and Corporate segments, outlining their respective revenues, expenses, and operating income/loss for both the three and six months ended June 30, 2025, and 2024 [Q2 2025 Segment Performance](index=7&type=section&id=Q2%202025%20Segment%20Performance) In Q2 2025, Electronic Instruments revenues decreased by 7.5% and Merchant Investment revenues declined by 16.8%, with Electronic Instruments' operating income slightly down and Merchant Investment's operating income dropping significantly by 37.6%, while the Corporate segment's operating loss widened substantially | Segment | Q2 2025 Revenues | Q2 2024 Revenues | $ Change | % Change | | :------------------- | :--------------- | :--------------- | :------- | :------- | | Electronic Instruments | $491 | $531 | $(40) | **-7.5%** | | Merchant Investment | $262 | $315 | $(53) | **-16.8%** | | Corporate | $171 | $222 | $(51) | **-23.0%** | | **Total revenues** | **$924** | **$1,068** | **$(144)** | **-13.5%** | | Segment | Q2 2025 Operating Income (Loss) | Q2 2024 Operating Income (Loss) | $ Change | % Change | | :------------------- | :------------------------------ | :------------------------------ | :------- | :------- | | Electronic Instruments | $68 | $74 | $(6) | **-8.1%** | | Merchant Investment | $148 | $237 | $(89) | **-37.6%** | | Corporate | $(247) | $(74) | $(173) | **233.8%** | [Six Months Ended June 30, 2025 Segment Performance](index=8&type=section&id=Six%20Months%20Ended%20June%2030,%202025%20Segment%20Performance) For the first six months of 2025, Electronic Instruments revenues increased by 7.2% and operating income improved by 14.5%, while Merchant Investment revenues decreased by 15.7% and operating income fell by 36.9%, with the Corporate segment's operating loss widening by 59.5% | Segment | 6M 2025 Revenues | 6M 2024 Revenues | $ Change | % Change | | :------------------- | :--------------- | :--------------- | :------- | :------- | | Electronic Instruments | $989 | $923 | $66 | **7.2%** | | Merchant Investment | $509 | $604 | $(95) | **-15.7%** | | Corporate | $344 | $429 | $(85) | **-19.8%** | | **Total revenues** | **$1,842** | **$1,956** | **$(114)** | **-5.8%** | | Segment | 6M 2025 Operating Income (Loss) | 6M 2024 Operating Income (Loss) | $ Change | % Change | | :------------------- | :------------------------------ | :------------------------------ | :------- | :------- | | Electronic Instruments | $87 | $76 | $11 | **14.5%** | | Merchant Investment | $301 | $477 | $(176) | **-36.9%** | | Corporate | $(378) | $(237) | $(141) | **59.5%** |

Core Insights - LGL Group, Inc. has authorized a share repurchase plan of $500,000 to $700,000, expected to begin this quarter, with a maximum of 100,000 shares to be repurchased [1] - The company will present at the Sidoti Small Cap Virtual Conference on September 18, 2025 [3] - LGL Group is in the process of acquiring 1 million newly issued shares of Morgan Group Holding Co. at $2.00 per share, pending final agreements and approvals [4] Financial Performance - For Q2 2025, LGL Group reported revenues of $924,000, a decrease of 13.5% from $1,068,000 in Q2 2024 [10][11] - The gross margin for Q2 2025 was 57.0%, down from 59.7% in Q2 2024, attributed to lower margin product sales [11] - The net loss for Q2 2025 was $51,000, compared to a net income of $137,000 in Q2 2024, marking a 137.2% decline [10][11] Segment Results - In Q2 2025, revenues from Electronic Instruments were $491,000, down 7.5% from $531,000 in Q2 2024 [25] - Merchant Investment revenues decreased by 16.8% to $262,000 from $315,000 in Q2 2024 [25] - Corporate revenues fell by 23.0% to $171,000 from $222,000 in Q2 2024 [25] Backlog and Liquidity - As of June 30, 2025, the order backlog was $527,000, an increase from $336,000 at the end of 2024 but a decrease from $737,000 in June 2024 [14] - Current assets as of June 30, 2025, were $42,515,000, slightly down from $42,642,000 at the end of 2024 [17][24] New Initiatives - The PTF division is developing AI-driven tactical edge device prototypes for agricultural applications, with field tests planned [7][8] - The company does not expect to see material benefits from these new initiatives in 2025 but anticipates medium-term value development [9]

Financial Data and Key Metrics Changes - The group reported full year revenue of $430.5 million, reflecting an 8% year-on-year growth, exceeding updated guidance [10][2] - Group EBITDA reached $43.2 million, up 9% from the previous year, with cash conversion for the year at 96% [10][11] - The total dividends for the year increased to $0.14, up $0.02 from the previous year, resulting in a dividend yield of 7.8% [11][12] Business Line Data and Key Metrics Changes - Australian revenue increased by 6.4% year-on-year to $350.6 million, driven by strong demand for floral products in the supermarket channel [12][5] - China's revenue grew by 18% year-on-year to $101 million, primarily due to strong performance in the tulip category and increased export volumes [15][16] - EBITDA for Australia was $33.5 million, up 8.1% year-on-year, while China's EBITDA improved by 12.7% to $9.7 million [13][16] Market Data and Key Metrics Changes - In Australia, revenue growth for the first seven weeks of the new financial year was up 4%, indicating positive momentum for floral products [22] - In China, revenue for the first seven weeks of FY '26 was down 14% due to adverse weather conditions affecting volume [24] Company Strategy and Development Direction - The company is focusing on efficiency projects and the relocation of its West Australian site, with plans for modest capacity expansion in China [23][24] - The group has entered into a scheme of implementation agreement with Hasfarm Holdings Limited for acquisition, with shareholders set to receive $2.24 per share [4][10] Management's Comments on Operating Environment and Future Outlook - Management noted steady improvement in consumer demand and confidence, although demand remains patchy outside of event windows [4][6] - The outlook for Australian revenue growth remains positive, while China's performance is closely tied to consumer confidence and spending recovery [26][22] Other Important Information - The company is investing in automated bouquet lines to improve efficiency and has made progress on its ERP system upgrade [6][14] - The impact of the Queensland cyclone in March resulted in an estimated lost revenue of around $2 million [14] Q&A Session Summary Question: How goes the seller return mix, and are you seeing better grocery engagement? Is shrink under control? - Management expressed satisfaction with waste levels and noted an increase in seller return mix from 26% to 29% [28][30] Question: How has progress in new farms in China gone? Any risk of displacement of existing farms, and does the ROIC still stack up? - Management indicated that they are not pursuing new farms currently but are making modest adjustments to existing production [31][32] Question: What have you assumed regarding repricing in the Australian margin comments? - Management clarified that pricing in Australia is less relevant for margin attainment, focusing instead on maintaining target margin rates [34] Question: Bid price is materially below the IPO price. How was the price set? - Management refrained from commenting on valuation but noted that an independent expert will assess the bid [36][37]

Financial Performance - Group revenue reached $430.5 million, an increase of 8.2% compared to FY24[9, 26] - Group EBITDA amounted to $43.2 million, up 9.1% from FY24, exceeding the guidance range of $42 million to $43 million[9, 26] - NPATA increased by 11.4% to $10.2 million compared to FY24[26] - A final dividend of 9.0 cents fully franked was declared for FY25, bringing the total dividends for the year to 14.0 cents, representing a dividend yield of 7.8% based on the 30-day VWAP[10, 26] Segment Performance - Australia's revenue grew by 6.4% to $350.6 million, with EBITDA at $33.5 million and a margin of 9.6%, reflecting an 8.1% increase in EBITDA and a 20bp margin improvement[9, 13] - China's revenue increased by 18.3% to $101.0 million, with EBITDA at $9.7 million and a margin of 9.6%, representing a 12.7% increase in EBITDA but a 50bp margin contraction[10, 18] - Tulip revenue in China increased by approximately 40%, driven by both volume and ASP growth, while export volume and revenue rose by about 25%[20] Cash Flow and Capital Expenditure - Cash conversion stood at 96%, with a seasonal unwind of working capital achieved in the second half of the year[26, 44] - Capital expenditure for FY25 totaled $7.2 million, including $3.9 million in growth CAPEX and $3.2 million in maintenance CAPEX[46, 47] - Net debt to EBITDA ratio decreased to 1.5x from 1.7x in June 2024[52] Outlook - Revenue for the first seven weeks of FY26 is up 5% in Australia and down 14% in China compared to the same period in FY25[56, 58] - FY26 revenue growth is expected in both Australia and China, with Australia's margin rate anticipated to be in line with FY25[60]

[PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the company's financial statements, management's analysis, market risk, and internal controls for the period ended June 30, 2025 [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) The company reported a net loss for Q2 and the first six months of 2025, with decreased assets, equity, and operating cash flow year-over-year [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows a slight decrease in total assets and stockholders' equity as of June 30, 2025, compared to December 31, 2024 Condensed Consolidated Balance Sheets (in thousands) | (in thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total current assets** | $42,515 | $42,642 | | **Total assets** | $43,030 | $43,145 | | **Total current liabilities** | $881 | $904 | | **Total liabilities** | $1,898 | $1,905 | | **Total stockholders' equity** | $41,132 | $41,240 | - Cash and cash equivalents remained stable at approximately **$41.7 million** as of June 30, 2025, compared to **$41.6 million** at the end of 2024[11](index=11&type=chunk) [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The statements of operations indicate a net loss for Q2 and the first six months of 2025, a reversal from net income in the prior-year periods Condensed Consolidated Statements of Operations (in thousands, except per share data) | (in thousands, except per share data) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Total revenues** | $924 | $1,068 | $1,842 | $1,956 | | **Total expenses** | $955 | $831 | $1,832 | $1,640 | | **Net (loss) income** | $(45) | $161 | $(32) | $204 | | **Net (loss) income attributable to LGL Group** | $(51) | $137 | $(57) | $158 | | **Diluted (Loss) income per share** | $(0.01) | $0.02 | $(0.01) | $0.03 | - The company reported a net loss for both the three and six months ended June 30, 2025, compared to net income in the prior-year periods, driven by a **13.5% YoY decrease in Q2 total revenues** and a **14.9% increase in Q2 total expenses**[13](index=13&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flow from operating activities decreased for the first six months of 2025, primarily due to lower net income Condensed Consolidated Statements of Cash Flows (in thousands) | (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $150 | $363 | | Increase in cash and cash equivalents | $150 | $363 | | Cash and cash equivalents at end of period | $41,735 | $41,074 | - Net cash provided by operating activities decreased to **$150 thousand** for the first six months of 2025 from **$363 thousand** in the same period of 2024, primarily due to a lower net income[22](index=22&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed disclosures on the company's business segments, related party transactions, recent tax legislation, and foreign revenues - The company operates in two reportable business segments: Electronic Instruments (through subsidiary PTF) and Merchant Investment (through Lynch Capital)[36](index=36&type=chunk)[37](index=37&type=chunk) Segment Profit (in thousands) | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | **Electronic Instruments Segment Profit** | $68 | $74 | | **Merchant Investment Segment Profit** | $148 | $237 | | **Corporate Segment Loss** | $(247) | $(74) | - The company has significant related party transactions, primarily investment activity with GAMCO Investors, Inc., which managed **$35.1 million** of the company's cash and cash equivalents as of June 30, 2025[84](index=84&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk) - On July 4, 2025, the "One Big Beautiful Bill Act" (OBBBA) was enacted, introducing significant changes to U.S. federal tax law, with the company currently assessing its potential impact[98](index=98&type=chunk) - Total foreign revenues for the first six months of 2025 were **$357 thousand**, a decrease from **$443 thousand** in the same period of 2024, with key markets including the United Kingdom, Spain, and Australia[111](index=111&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the decline in Q2 2025 revenues and net investment income, the rise in expenses, and the company's strong liquidity position [Results of Operations - Consolidated](index=34&type=section&id=Results%20of%20Operations%20-%20Consolidated) Consolidated results show a decrease in Q2 2025 total revenues and a significant increase in total expenses, leading to a substantial drop in income from operations before taxes - Q2 2025 total revenues decreased **13.5% YoY** to **$924 thousand**, driven by a **7.5% drop in Net sales** and a **20.4% decrease in Net investment income** due to lower yields on investments[126](index=126&type=chunk)[127](index=127&type=chunk)[131](index=131&type=chunk) - Q2 2025 total expenses increased **14.9% YoY** to **$955 thousand**, primarily from a **20.6% rise in Engineering, selling and administrative costs** related to higher professional fees and employee expenses[126](index=126&type=chunk)[127](index=127&type=chunk) - For the six months ended June 30, 2025, total revenues decreased **5.8% YoY**, while total expenses increased **11.7%**, leading to a significant **96.8% drop in income from operations before taxes**[132](index=132&type=chunk)[133](index=133&type=chunk)[135](index=135&type=chunk) - Order backlog was **$527 thousand** as of June 30, 2025, a **56.8% increase** from December 31, 2024, but a **28.5% decrease** from June 30, 2024[138](index=138&type=chunk) [Results of Operations - Operating Segments](index=36&type=section&id=Results%20of%20Operations%20-%20Operating%20Segments) Operating segment results show a decline in Q2 2025 operating income for both Electronic Instruments and Merchant Investment, while the Corporate segment's pre-tax loss widened - **Electronic Instruments:** Q2 2025 operating income decreased **8.1% YoY** to **$68 thousand**, mainly due to a **7.5% decline in net sales** from lower backlog[140](index=140&type=chunk)[141](index=141&type=chunk) - **Merchant Investment:** Q2 2025 operating income fell **37.6% YoY** to **$148 thousand**, caused by a **16.8% drop in net investment income** and a **46.2% increase in administrative expenses**[145](index=145&type=chunk)[146](index=146&type=chunk)[147](index=147&type=chunk) - **Corporate:** The corporate segment's pre-tax loss widened by **233.8% YoY** to **$247 thousand** in Q2 2025, driven by lower investment income and a **41.2% increase in administrative expenses**[149](index=149&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong liquidity position with substantial cash and cash equivalents, sufficient for future operational needs, and no plans for cash dividends - The company held **$41.7 million** in cash and cash equivalents as of June 30, 2025, believing this, along with cash from operations, is sufficient to meet working capital and capital expenditure needs for the next 12 months[155](index=155&type=chunk)[159](index=159&type=chunk) - Working capital stood at **$41.6 million** with a current ratio of **48.3** as of June 30, 2025, indicating a strong liquidity position[158](index=158&type=chunk) - The company has a long-standing policy of not paying cash dividends to support long-term growth objectives, with none expected in the foreseeable future[160](index=160&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=40&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable for the company in this reporting period - The company states that this item is not applicable[163](index=163&type=chunk) [Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting - Based on an evaluation as of June 30, 2025, the Principal Executive Officer and Principal Financial Officer concluded that the company's disclosure controls and procedures were effective[165](index=165&type=chunk) - There were no changes in the company's internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[166](index=166&type=chunk) [PART II. OTHER INFORMATION](index=41&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, other information regarding trading arrangements, and a list of exhibits filed with the report [Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) The company is not aware of any material pending legal proceedings, other than routine litigation incidental to its business - The company reports no material pending legal proceedings outside of ordinary routine litigation[168](index=168&type=chunk) [Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - The report refers to the risk factors disclosed in the 2024 Annual Report on Form 10-K and states there are no new material trends or uncertainties to report[169](index=169&type=chunk)[170](index=170&type=chunk) [Other Information](index=41&type=section&id=Item%205.%20Other%20Information) During the second quarter of 2025, no directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - No directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" during the three months ended June 30, 2025[171](index=171&type=chunk) [Exhibits](index=42&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including an Amended and Restated Subscription Agreement, certifications, and Inline XBRL documents - Key exhibits filed with the report include an Amended and Restated Subscription Agreement with Morgan Group Holding Co., Sarbanes-Oxley Act certifications, and XBRL data files[173](index=173&type=chunk)

Core Viewpoint - The LGL Group, Inc. has announced that the Post-Effective Amendment to Form S-1 was declared effective by the SEC, allowing warrant holders to exercise their warrants under the Basic Warrant Exercise Rights [1] Company Information - The LGL Group, Inc. is a holding company engaged in services, merchant investment, and manufacturing business activities, with Precise Time and Frequency, LLC as a key subsidiary producing industrial electronic instruments [5] - The company was incorporated in 1928 in Indiana and later reincorporated in Delaware in 2007, with its executive offices located in Orlando, Florida [6] - LGL Group's common stock and warrants are traded on the NYSE American under the symbols "LGL" and "LGL WS," respectively [6] Warrant Exercise Details - Warrant holders can exercise their warrants from October 16, 2025, to November 16, 2025, with the expiration date set for November 17, 2025 [2] - During the Over-Subscription Period, warrant holders may also subscribe for shares issuable from any unexercised warrants as of the Over-Subscription Deadline [2] Warrant Agent Information - Computershare Inc. serves as the warrant agent for LGL Group, and all inquiries regarding the warrants should be directed to them [4]

Core Points - LGL Group has introduced an Over-Subscription Privilege for its outstanding warrants, allowing holders to purchase additional shares of common stock that remain unsubscribed after the exercise of the Warrants [1][3] - The current exercise price for the Warrants is set at $4.75 for five Warrants to purchase one share of common stock [2] - The Over-Subscription Privilege will commence on October 16, 2025, and will be available until the expiration date of the Warrants on November 17, 2025 [1][3] Company Information - LGL Group, Inc. is a holding company involved in services, merchant investment, and manufacturing activities, with a focus on growth through expanding operations across diversified industries [7][9] - The company was incorporated in 1928 and has a long history in precision engineering, manufacturing, and services sectors [8][9] - LGL Group's common stock and warrants are traded on the NYSE American under the symbols "LGL" and "LGL WS," respectively [8]

[First Quarter 2025 Financial and Operational Highlights](index=1&type=section&id=First%20Quarter%202025%20Financial%20and%20Operational%20Highlights) The company's Q1 2025 saw increased revenues but a net loss, alongside improved gross margin and stable liquidity [Results from Operations](index=1&type=section&id=Results%20from%20Operations) Q1 2025 revenues increased to $918,000, but a net loss of $6,000 was reported, driven by lower investment income and higher costs Q1 2025 vs Q1 2024 Key Financials | Metric | Q1 2025 | Q1 2024 | Change | | :--- | :--- | :--- | :--- | | Total Revenues | $918,000 | $888,000 | +$30,000 | | Net (Loss) Income to Common Stockholders | ($6,000) | $21,000 | -$27,000 | - The decrease in net income was primarily caused by **lower net investment income**, higher manufacturing costs of sales, and increased engineering, selling, and administrative expenses[2](index=2&type=chunk)[6](index=6&type=chunk) [Gross Margin](index=1&type=section&id=Gross%20Margin) The company's gross margin improved significantly to 52.4% in Q1 2025, driven by a more favorable, higher-margin product mix Gross Margin Comparison | Period | Gross Margin | | :--- | :--- | | Q1 2025 | 52.4% | | Q1 2024 | 48.0% | [Backlog](index=1&type=section&id=Backlog) As of March 31, 2025, the order backlog decreased to $295,000, with most expected to be fulfilled within 90 days Order Backlog Change | Date | Backlog Amount | | :--- | :--- | | March 31, 2025 | $295,000 | | December 31, 2024 | $336,000 | [Liquidity](index=1&type=section&id=Liquidity) The company maintained a strong liquidity position in Q1 2025, with working capital stable at approximately $41.8 million Working Capital (in thousands) | Metric | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Current Assets | $42,820 | $42,642 | | Current Liabilities | $1,013 | $904 | | **Working Capital** | **$41,807** | **$41,738** | - As of March 31, 2025, cash, cash equivalents, and marketable securities totaled **$42.0 million**[6](index=6&type=chunk) [Other Key Developments](index=1&type=section&id=Other%20Key%20Developments) Q1 2025 saw positive operational and strategic progress, including a 27% revenue growth in Precise Time and Frequency business - Key operational and strategic updates include: - Precise Time and Frequency revenues increased **27% in Q1 2025**[6](index=6&type=chunk) - P3 Logistic Solutions' tactical edge AI contract development is strengthening[6](index=6&type=chunk) - The Morgan Group Holding Co. transaction is expected to close in the second quarter[6](index=6&type=chunk) - An S-1 is expected to be filed in the second quarter with an amended Warrant Agreement[6](index=6&type=chunk) [Corporate Developments](index=2&type=section&id=Corporate%20Developments) This section outlines recent changes to the Board of Directors and their strategic implications for the company [Board of Directors Changes](index=2&type=section&id=Board%20of%20Directors%20Changes) Two board members will not seek re-election, intending to focus on launching the new Connectivity Partnership - Michael J. Ferrantino, Jr. and Timothy Foufas will not seek re-election to the Board of Directors at the June 2, 2025 Annual Meeting[7](index=7&type=chunk) - The decision reflects their intent to dedicate greater focus to launching the new Connectivity Partnership, which they will continue to support through LGL's strategic investment[7](index=7&type=chunk)[8](index=8&type=chunk) [Financial Statements](index=4&type=section&id=Financial%20Statements) This section provides the company's consolidated statements of operations, balance sheets, and detailed segment results [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) Q1 2025 saw increased total revenues but a net loss due to higher expenses, despite growth in net sales Consolidated Statements of Operations (Unaudited, in thousands) | | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | **Total revenues** | **$918** | **$888** | | Net sales | $498 | $392 | | Net investment income | $417 | $499 | | **Total expenses** | **$877** | **$809** | | Manufacturing cost of sales | $237 | $204 | | Engineering, selling and administrative | $640 | $605 | | **Income from operations before income taxes** | **$41** | **$79** | | **Net (loss) income attributable to LGL Group common stockholders** | **($6)** | **$21** | [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) As of March 31, 2025, the company maintained a strong and stable balance sheet with total assets of $43.3 million Consolidated Balance Sheets Highlights (Unaudited, in thousands) | | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $41,925 | $41,585 | | Total current assets | $42,820 | $42,642 | | **Total assets** | **$43,302** | **$43,145** | | Total current liabilities | $1,013 | $904 | | **Total liabilities** | **$2,040** | **$1,905** | | **Total stockholders' equity** | **$41,262** | **$41,240** | [Segment Results](index=6&type=section&id=Segment%20Results) The Electronic Instruments segment grew strongly in Q1 2025, offsetting declines in revenue and operating income from other segments Segment Revenues (Unaudited, in thousands) | Segment | Q1 2025 | Q1 2024 | % Change | | :--- | :--- | :--- | :--- | | Electronic Instruments | $498 | $392 | 27.0% | | Merchant Investment | $247 | $289 | -14.5% | | Corporate | $173 | $207 | -16.4% | | **Total revenues** | **$918** | **$888** | **3.4%** | Segment Income (loss) from operations before income taxes (Unaudited, in thousands) | Segment | Q1 2025 | Q1 2024 | % Change | | :--- | :--- | :--- | :--- | | Electronic Instruments | $19 | $2 | 850.0% | | Merchant Investment | $153 | $240 | -36.3% | | Corporate | ($131) | ($163) | -19.6% | | **Total** | **$41** | **$79** | **-48.1%** | [About The LGL Group, Inc.](index=3&type=section&id=About%20The%20LGL%20Group%2C%20Inc.) This section provides an overview of The LGL Group, Inc., its business model, and market presence [Company Overview](index=3&type=section&id=Company%20Overview) LGL Group is a holding company in services, merchant investment, and manufacturing, with stock traded on the NYSE American - LGL Group is a holding company engaged in services, merchant investment, and manufacturing business activities[9](index=9&type=chunk) - The company's primary business strategy is focused on growth by expanding operations across diversified industries[11](index=11&type=chunk) - LGL's common stock and warrants are traded on the NYSE American under the symbols '**LGL**' and '**LGL WS**,' respectively[10](index=10&type=chunk) [Cautionary Note Concerning Forward-Looking Statements](index=3&type=section&id=Cautionary%20Note%20Concerning%20Forward-Looking%20Statements) This section provides a cautionary note on forward-looking statements, highlighting inherent risks and safe harbor protections [Safe Harbor Statement](index=3&type=section&id=Safe%20Harbor%20Statement) Forward-looking statements in this release are subject to risks and protected under the Private Securities Litigation Reform Act of 1995 - The press release contains forward-looking statements as defined by the Securities Act of 1933 and the Securities Exchange Act of 1934[12](index=12&type=chunk) - These statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, as detailed in the company's SEC filings[13](index=13&type=chunk) - LGL Group does not undertake any obligation to update or revise forward-looking statements and claims protection under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995[14](index=14&type=chunk)

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) Total assets increased to **$43.3 million**, with revenues at **$918 thousand**, but net income attributable to common stockholders shifted to a **$6 thousand** loss due to higher expenses Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total current assets** | $42,820 | $42,642 | | **Total assets** | $43,302 | $43,145 | | **Total current liabilities** | $1,013 | $904 | | **Total liabilities** | $2,040 | $1,905 | | **Total stockholders' equity** | $41,262 | $41,240 | Condensed Consolidated Statement of Operations Highlights (in thousands) | Account | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net sales | $498 | $392 | | Net investment income | $417 | $499 | | **Total revenues** | **$918** | **$888** | | **Total expenses** | **$877** | **$809** | | Income from operations before income taxes | $41 | $79 | | Net income | $13 | $43 | | **Net (loss) income attributable to LGL Group** | **$(6)** | **$21** | Condensed Consolidated Statement of Cash Flows Highlights (in thousands) | Account | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $340 | $160 | | Cash and cash equivalents at end of period | $41,925 | $40,871 | [Notes to the Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Details company structure, segment reporting, related party transactions, a **68.3%** effective tax rate, and key foreign revenue sources - The company operates through two main business segments: Electronic Instruments (via subsidiary PTF) and Merchant Investment (via subsidiary Lynch Capital)[35](index=35&type=chunk)[36](index=36&type=chunk) Segment Profit (Loss) for Q1 2025 (in thousands) | Segment | Total Revenues | Segment Profit (Loss) | | :--- | :--- | :--- | | Electronic Instruments | $498 | $19 | | Merchant Investment | $247 | $153 | | Corporate | $173 | $(131) | | **Consolidated** | **$918** | **$41** | - The effective tax rate for Q1 2025 was **68.3%**, compared to **46.2%** in Q1 2024, primarily due to uncertain tax positions and state income taxes[85](index=85&type=chunk) Top Foreign Revenues by Country for Q1 2025 (in thousands) | Country | Q1 2025 Revenue | | :--- | :--- | | Spain | $100 | | Norway | $34 | | United Kingdom | $32 | | Australia | $30 | | **Total Foreign Revenues** | **$250** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Total revenue increased **3.4%** driven by Electronic Instruments, offset by lower investment income, while expenses rose **8.4%**, impacting pre-tax income, with strong liquidity maintained [Results of Operations - Consolidated](index=29&type=section&id=Results%20of%20Operations%20-%20Consolidated) Consolidated revenues rose **3.4%** to **$918 thousand**, but expenses grew **8.4%**, leading to a **48.1%** drop in pre-tax income and a **$6 thousand** net loss Consolidated Results of Operations (in thousands) | Metric | Q1 2025 | Q1 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $918 | $888 | $30 | 3.4% | | Total expenses | $877 | $809 | $68 | 8.4% | | Income from operations before income taxes | $41 | $79 | $(38) | -48.1% | | Net (loss) income attributable to LGL Group | $(6) | $21 | $(27) | -128.6% | - The revenue increase was driven by a **$106 (27.0%)** increase in Net sales, primarily due to higher backlog as of December 31, 2024[110](index=110&type=chunk) - The increase in total expenses was driven by a **$33 (16.2%)** increase in Manufacturing costs of sales and a **$35 (5.8%)** increase in Engineering, selling and administrative costs[116](index=116&type=chunk) - Order backlog was **$295 thousand** as of March 31, 2025, a decrease of **12.2%** from December 31, 2024, and **13.5%** from March 31, 2024[115](index=115&type=chunk) [Results of Operations - Operating Segments](index=31&type=section&id=Results%20of%20Operations%20-%20Operating%20Segments) Electronic Instruments pre-tax income surged **850%** to **$19 thousand**, while Merchant Investment pre-tax income declined **36.3%** to **$153 thousand**, and Corporate loss narrowed Electronic Instruments Segment Performance (in thousands) | Metric | Q1 2025 | Q1 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Net sales | $498 | $392 | $106 | 27.0% | | Total expenses | $479 | $390 | $89 | 22.8% | | Income from operations before income taxes | $19 | $2 | $17 | 850.0% | Merchant Investment Segment Performance (in thousands) | Metric | Q1 2025 | Q1 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Net investment income | $247 | $289 | $(42) | -14.5% | | Total expenses | $94 | $49 | $45 | 91.8% | | Income from operations before income taxes | $153 | $240 | $(87) | -36.3% | [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity remains strong with cash and equivalents at **$41.9 million**, operating cash flow improved to **$340 thousand**, and no dividends are expected Cash Flow and Working Capital (in thousands) | Metric | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $41,925 | $41,585 | | Working capital | $41,807 | $41,738 | | **Metric (Q1)** | **2025** | **2024** | | Cash provided by operating activities | $340 | $160 | - The company has not paid a cash dividend since 1989 and does not expect to pay one in the foreseeable future, prioritizing long-term growth objectives[127](index=127&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section on market risk disclosures is not applicable to the company - The company states that quantitative and qualitative disclosures about market risk are not applicable[131](index=131&type=chunk) [Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were deemed effective as of March 31, 2025, with no material changes to internal control over financial reporting - Based on an evaluation as of March 31, 2025, the Principal Executive Officer and Principal Financial Officer concluded that the company's disclosure controls and procedures were effective[133](index=133&type=chunk) - No changes in internal control over financial reporting occurred during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, the company's internal control[134](index=134&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company is not involved in any material pending legal proceedings beyond routine business litigation - The company reports no material pending legal proceedings outside of routine litigation incidental to its business[137](index=137&type=chunk) [Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors have occurred since the 2024 Annual Report on Form 10-K - For a discussion of potential risks and uncertainties, the report refers to the Risk Factors section in the 2024 Annual Report on Form 10-K[138](index=138&type=chunk) [Other Information](index=36&type=section&id=Item%205.%20Other%20Information) The 2025 Annual Meeting is set for June 2, 2025, with no Rule 10b5-1 trading arrangements adopted or terminated by directors or officers - The 2025 Annual Meeting of Stockholders is scheduled for June 2, 2025[141](index=141&type=chunk) - During Q1 2025, no directors or officers adopted or terminated a Rule 10b5-1 trading arrangement[140](index=140&type=chunk) [Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section details exhibits filed with the Form 10-Q, including officer certifications and Inline XBRL documents