M-トロンインダストリーズの適時開示・その他

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): November 13, 2025 (November 6, 2025)

M-tron Industries, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware	001-41391	46-0457994
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2525 Shader Road, Orlando, FL		32804
(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
Warrants to Purchase Shares of Common Stock, Expiring on or before April 25, 2028	MPTI WS	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. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 6, 2025, the Board of Directors (the "Board") of M-tron Industries, Inc. (the "Company") appointed Cameron Pforr, who has been serving as the Company's Interim Chief Executive Officer since February 2025, as the Company's Chief Executive Officer, effective immediately. Mr. Pforr will continue to serve as the Company's Chief Financial Officer, a role that he has held since October 2024. In connection with his appointment, Mr. Pforr will continue to serve as the Company's principal executive officer and principal financial officer.

Mr. Pforr's biography was previously disclosed in the Company's Current Report on Form 8-K filed on February 21, 2025 and is incorporated herein by reference.

There are no arrangements or understandings between Mr. Pforr and any other person pursuant to which he was appointed to serve as the Company’s Chief Executive Officer and principal executive officer. Mr. Pforr has no family relationship with any director or executive officer of the Company, and he has no direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

As of the date of this Current Report on Form 8-K, no new compensatory arrangements are to be entered into with Mr. Pforr in connection with his appointment as Chief Executive Officer. If any new compensatory arrangements are entered into with Mr. Pforr in connection with his appointment, the material terms of such arrangements will be disclosed in a subsequent filing. Mr. Pforr’s current compensation is described in the Company's Proxy Statement filed on April 30, 2025.

Item 7.01.

Regulation FD Disclosure

On November 13, 2025, the Company issued a press release to announce the appointment of Mr. Pforr as the Company’s permanent Chief Executive Officer. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01.

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description

99.1	Press Release of M-tron Industries, Inc. dated November 13, 2025.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: November 13, 2025	By:	/s/ Cameron Pforr
		Name:	Cameron Pforr
		Title:	Chief Executive Officer

EX-99.1 2 ex_884285.htm PRESS RELEASE ex_884285.htm

Exhibit 99.1

M-tron Industries, Inc. Appoints Cameron Pforr as Chief Executive Officer

ORLANDO, Florida (November 13, 2025) — M-tron Industries, Inc. (NYSE American: MPTI) ("Mtron" or the "Company"), a U.S.-based supplier of radio frequency components and solutions to the aerospace & defense, avionics and space industries, announced today that the Board of Directors has appointed Cameron Pforr as Chief Executive Officer, effective immediately. Mr. Pforr has served as Interim Chief Executive Officer since February 2025.

"During his tenure as Interim CEO, Cameron has demonstrated strong leadership, a deep understanding of our business, and a clear strategic vision for our future," said Bel Lazar, Chairman of the Board. "The Board is confident Cameron is the right leader to guide Mtron through its next phase of growth and value creation."

Mr. Pforr said, "It has been a privilege to lead Mtron over the past several months, and I'm honored to continue working alongside our talented team as we execute on our strategy to deliver long-term value for our shareholders, customers, and employees. Mtron is a critical part of the defense industrial base, supporting numerous systems and programs that are essential elements of our nation’s defense and those of our allies. It is exciting to lead Mtron at this time of great change in our defense strategy, how autonomous systems and the dominance of the information domain and the electromagnetic spectrum have become key components of the battlefield, combined with the dramatic changes in the defense acquisition process. Mtron and its employees stand ready to meet this need."

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 http://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 27, 2025. 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