Welcome to our dedicated page for Electro Sensors SEC filings (Ticker: ELSE), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Electro-Sensors, Inc.'s SEC filings document material-event disclosures for an operating company that designs and manufactures machine monitoring sensors and hazard monitoring systems. Its 8-K and 8-K/A filings cover material agreements, shareholder voting matters, capital-structure disclosures, governance matters, and operating and financial results.
The company's regulatory disclosures tie those items to public-company reporting, including product-family sales, financial-performance releases, and formal updates to agreements or governance actions related to its reporting and capital structure.
Electro-Sensors, Inc. is asking shareholders to approve an Agreement and Plan of Merger dated April 20, 2026 under which Steute Burwell, Inc. (a subsidiary of steute Industrial Controls, an affiliate of Battery Ventures) will merge into Electro-Sensors and the Company will become a wholly owned subsidiary of Parent. At the Effective Time, each outstanding share of Common Stock (other than dissenting shares) will be converted into the right to receive $7.75 per share in cash, before tax withholdings. The Board and a Special Committee of independent directors have unanimously recommended that shareholders vote FOR adoption of the Merger Agreement. The proxy materials state that the Merger Consideration represents a premium of 68.5% to the trading price on November 21, 2025 and 75% to the closing price on April 20, 2026. The Company anticipates completing the Merger in Q3 2026, subject to shareholder approval and other closing conditions.
Electro-Sensors, Inc. reported higher sales but a small loss for the quarter ended March 31, 2026 while agreeing to be acquired. Net sales rose to $2,579 (thousands), up 15.2% from $2,239 (thousands) a year earlier, driven by stronger wired sensor and international agricultural demand. Gross profit increased to $1,322 (thousands), lifting gross margin to 51.3%, but operating expenses also climbed, leading to a net loss of $116 (thousands), versus a $64 (thousands) loss in 2025, or $(0.03) per share.
Cash and cash equivalents were $10,756 (thousands) at March 31, 2026, slightly above $10,545 (thousands) at year-end, helped by $171 (thousands) of option exercise proceeds. After quarter end, the company entered a Merger Agreement under which each share will be converted into the right to receive $7.75 in cash, subject to shareholder approval and customary conditions, including maintaining at least $10,250 (thousands) of unrestricted cash and cash equivalents before closing.
Battery Ventures–affiliated funds and individuals have filed a Schedule 13D on Electro-Sensors, Inc. common stock. Through voting agreements with key shareholders and directors, they may be deemed to share voting power over 1,939,258 shares, representing about 52.5% of Electro-Sensors’ outstanding stock.
The voting agreements commit these shares, including 60,000 shares issuable from stock options and 17,500 shares from restricted stock units, to support a planned merger in which steute Industrial Controls’ affiliate will acquire Electro-Sensors, making it a wholly owned subsidiary.
Electro-Sensors, Inc. filed an amended current report to attach key documents related to a planned merger. The 8-K/A adds the full Agreement and Plan of Merger dated April 20, 2026 and a form of Support Agreement as official exhibits.
Electro-Sensors, Inc. has agreed to be acquired in an all-cash merger. The company entered into an Agreement and Plan of Merger with steute Industrial Controls, Inc. and its subsidiary, under which Electro-Sensors will become a wholly owned subsidiary of steute.
At closing, each Electro-Sensors common share (other than certain excluded and dissenting shares) will be converted into the right to receive $7.75 in cash per share, before tax withholding and without interest. The board of directors approved the Merger Agreement and plans to recommend that shareholders approve it.
Closing is subject to customary conditions, including shareholder approval, the absence of injunctions, accuracy of representations, performance of covenants, no material adverse effect, ESOP-related approvals, limited exercise of dissenters’ rights, and Option Cancellation Receipts. Certain directors and significant holders signed Support Agreements to vote in favor of the merger.
If the deal is terminated in specified circumstances, such as a board recommendation change or the company entering into an alternative transaction, Electro-Sensors must pay steute a $1,000,000 termination fee plus up to $300,000 of expenses. The filing also outlines extensive forward-looking statement cautions and describes the upcoming proxy statement that will provide detailed information for shareholders.
Electro-Sensors, Inc. reported modest growth for 2025, with net sales of $10,142,000, up 8.2% from 2024, driven mainly by higher wired sensing and wireless automation products. Gross profit rose to $5,157,000, and gross margin improved to 50.8% from 48.9% as price increases helped offset higher material costs.
Total operating expenses increased 12.4% to $5,155,000, reflecting added headcount, unreimbursed sales tax, and accelerated stock-based compensation. Net income declined to $306,000 from $446,000, with earnings per share at $0.09 versus $0.13. Cash and cash equivalents reached $10,545,000, and the company generated $662,000 of operating cash flow, supporting ongoing R&D and potential strategic investments while operating from a single owned facility in Minnesota.
Electro Sensors Inc. CEO David L. Klenk increased his direct equity stake through equity awards, not open-market trades. On February 6, he exercised a stock option for 50,000 shares of common stock. Earlier, on September 1, 14,000 restricted stock units converted into 14,000 common shares on a one-for-one basis. In addition, 3,373 common shares are held for his benefit in the Electro-Sensors, Inc. Employee Stock Ownership Plan.
Electro-Sensors, Inc. (ELSE) reported modest growth for the quarter ended September 30, 2025. Net sales rose to $2.748 million from $2.512 million a year ago, driven by higher demand from industrial automation and OEM customers. Gross margin improved to 53.1% from 50.4% on pricing actions taken over the past year. Operating income was $181 thousand, roughly flat versus last year, as higher operating expenses offset gross profit gains. Non-operating income decreased on lower Treasury Bill yields. Net income was $208 thousand versus $238 thousand; diluted EPS remained $0.06 versus $0.07.
For the nine months, net sales were $7.387 million (from $6.973 million) with gross margin at 51.0% (from 48.6%). Cash and cash equivalents increased to $10.571 million, supported by $642 thousand of operating cash flow. Operating expenses rose on added headcount, variable compensation, and stock compensation tied to accelerated vesting for a retired board member. Management highlighted ongoing supply chain and labor market challenges that could pressure margins and delivery timing. Disclosure controls were deemed effective and no material changes in internal controls were noted. Shares outstanding were 3,480,521 as of November 12, 2025.
Electro-Sensors, Inc. reported interim results for the three and six months ended June 30, 2025. The Company had 3,449,021 shares outstanding and cash and cash equivalents of $7,973 at June 30, 2025. Net sales for the six months ended June 30, 2025 were $4,639, up 4.0% from $4,461 a year earlier, driven by higher international and OEM sales. Gross profit for the six months was $2,312, an increase of $185 (8.7%), and gross margin rose to 49.8% from 47.7%, reflecting price increases to offset material costs. Total operating expenses rose, largely from increased headcount and higher selling and marketing costs, which increased selling expenses to $441 in Q2 and $861 for six months. Research and development expenses declined due to reduced headcount. Interest income declined, lowering non-operating income. Management accelerated vesting of a director's equity awards upon his retirement effective August 8, 2025.
Electro-Sensors, Inc. reported interim results for the three and six months ended June 30, 2025. The Company had 3,449,021 shares outstanding and cash and cash equivalents of $7,973 at June 30, 2025. Net sales for the six months ended June 30, 2025 were $4,639, up 4.0% from $4,461 a year earlier, driven by higher international and OEM sales. Gross profit for the six months was $2,312, an increase of $185 (8.7%), and gross margin rose to 49.8% from 47.7%, reflecting price increases to offset material costs. Total operating expenses rose, largely from increased headcount and higher selling and marketing costs, which increased selling expenses to $441 in Q2 and $861 for six months. Research and development expenses declined due to reduced headcount. Interest income declined, lowering non-operating income. Management accelerated vesting of a director's equity awards upon his retirement effective August 8, 2025.
Electro-Sensors, Inc. reported interim results for the three and six months ended June 30, 2025. The Company had 3,449,021 shares outstanding and cash and cash equivalents of $7,973 at June 30, 2025. Net sales for the six months ended June 30, 2025 were $4,639, up 4.0% from $4,461 a year earlier, driven by higher international and OEM sales. Gross profit for the six months was $2,312, an increase of $185 (8.7%), and gross margin rose to 49.8% from 47.7%, reflecting price increases to offset material costs. Total operating expenses rose, largely from increased headcount and higher selling and marketing costs, which increased selling expenses to $441 in Q2 and $861 for six months. Research and development expenses declined due to reduced headcount. Interest income declined, lowering non-operating income. Management accelerated vesting of a director's equity awards upon his retirement effective August 8, 2025.
Electro-Sensors, Inc. reported improving operational performance for the quarter ended June 30, 2025, with net sales rising to $2.40 million, an 8.3% increase versus the prior-year quarter, and six-month sales of $4.64 million, up 4.0% year-over-year. Gross profit for the quarter rose to $1.23 million and gross margin expanded to 51.2% from 47.2%, driven by higher average selling prices implemented to offset material cost increases. The company posted net income of $59 thousand in the quarter compared with a small net loss in the prior-year quarter.
Operating expenses increased primarily from additional headcount and higher selling and marketing costs, while interest income declined due to lower interest rates. Cash and cash equivalents rose to $10.18 million and operating cash flow improved to $247 thousand for the six months. The company discloses ongoing supply-chain and labor risks, is evaluating tax effects of recently enacted federal tax legislation, and recorded no material contingencies. Shares outstanding were 3,449,021.