Amendment to Current Report (Form 8-K/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

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

Date of report (Date of earliest event reported): December 5, 2025 (November 6, 2025)

(407) 298-2000

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

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. ☐

Explanatory Note

This Amendment No. 1 on Form 8-K/A (this "Amendment") is being filed to amend the Current Report on Form 8-K filed by M-tron Industries, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "SEC") on November 13, 2025 (the "Original Form 8-K"). In the Original Form 8-K, the Company disclosed the appointment of Cameron Pforr as Chief Executive Officer, effective immediately, but the Company indicated the compensation arrangements for Mr. Pforr had not yet been finalized. This Amendment is being filed to disclose such compensation arrangements. Except as set forth herein, the Original Form 8-K remains unchanged.

On December 3, 2025, the Board of Directors of the Company (the "Board") approved the compensation arrangement for Mr. Pforr in connection with his appointment as Chief Executive Officer

The material terms of Mr. Pforr's compensation are summarized below:

The term "enterprise value" means (x) a multiple of 7.5 of adjusted EBITDA as reported in the Company's Annual Report on Form 10-K plus (y) cash and marketable securities less (z) total debt. Any capital raises will be included in total debt and is based on the value of the Company's common stock issued on the date of issuance.

Additional information regarding the Company's compensation plans and programs for its executive officers is contained in the Company's definitive proxy statement filed with the SEC on April 30, 2025.

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.