ELSE: 15-12G · acquisition merger
Electro-Sensors, Inc. filed a Form 15 to terminate registration of its common stock and suspend its SEC reporting obligations following completion of a merger on July 30, 2026. Under the Agreement and Plan of Merger dated April 20, 2026, Steute Burwell, Inc. merged into Electro-Sensors, which survived the merger as a wholly-owned subsidiary of acquirer steute Industrial Controls, Inc. Only one holder of record remains, and the company is relying on Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i) to deregister, marking its formal exit from the public markets.
ELSE: 25-NSE · delisting
Electro Sensors Inc has filed Form 25-NSE to notify the SEC of the removal of its securities from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934. This submission formally begins the process to delist the company's stock and cease its status as a publicly reporting entity. The filing indicates that the company's shares will no longer be traded on a national securities exchange, effectively ending the public market life of the security. This transition removes the liquidity and regulatory oversight typically provided to public shareholders. Investors should be aware that trading in the company's securities will likely cease or move exclusively to illiquid over-the-counter markets, if at all, following the effectiveness of this notice.
ELSE: 8-K · acquisition merger
Electro-Sensors, Inc. announced the completion of its merger with Steute Burwell, Inc., a wholly owned subsidiary of steute Industrial Controls, Inc. As a result of the transaction, which closed on July 30, 2026, the Company has survived as a wholly owned subsidiary of Parent. Each share of the Company's common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive $7.75 in cash, without interest. In connection with the consummation of the Merger, the Company requested that Nasdaq suspend trading and remove its Common Stock from listing. The Common Stock ceased trading on the Nasdaq Capital Market on July 30, 2026. The Company intends to file a Form 15 with the SEC to deregister its Common Stock and suspend its reporting obligations under the Exchange Act. David L. Klenk, Joseph A. Marino, Scott A. Gabbard, and Jeffrey D. Peterson ceased to be directors of the Company effective immediately upon the Merger. The articles of incorporation and bylaws of the Company were amended and restated to conform to those of the Merger Sub.
ELSE: 8-K · proxy statement
Electro-Sensors, Inc. shareholders approved the acquisition of the company by steute Industrial Controls, Inc. during a special meeting held on July 21, 2026. The merger proposal received overwhelming support with 2,339,552 votes in favor compared to 5,382 against. The transaction remains subject to the satisfaction of remaining closing conditions outlined in the Merger Agreement. Shareholders also approved an advisory compensation proposal and an adjournment proposal to facilitate the meeting proceedings.
ELSE: DEFM14A · acquisition merger
Electro-Sensors, Inc. has entered into a definitive agreement to be acquired by steute Industrial Controls, Inc. for $7.75 in cash per share. The transaction is subject to shareholder approval and is expected to close in the third quarter of 2026, after which the company will become privately held. The Board of Directors unanimously recommends the merger, noting the purchase price represents a 75% premium to the closing trading price on April 20, 2026. The company's common stock will be delisted from Nasdaq and deregistered upon completion of the merger. A special meeting of shareholders will be held virtually on July 21, 2026, to vote on the merger and other related proposals. Holders of record as of June 10, 2026, are entitled to vote.
ELSE: PREM14A · acquisition merger
Electro-Sensors, Inc. (ELSE) has entered into a definitive agreement to be acquired by steute Industrial Controls, Inc., a subsidiary of Battery Ventures, in an all-cash transaction valued at approximately $27.4 million. Shareholders will receive $7.75 per share in cash, representing a premium of approximately 75% over the closing price on April 20, 2026, and 68.5% over the November 21, 2025 price. The Board unanimously recommends the merger, citing the certainty of the all-cash deal, the significant premium to market price, and the benefits of exiting the public markets given the company's small scale and limited liquidity. Voting agreements covering approximately 52.7% of outstanding shares have been executed, significantly increasing the likelihood of approval. Upon closing, expected in the third quarter of 2026, Electro-Sensors will become a wholly-owned subsidiary of steute Industrial Controls, and its common stock will be delisted from Nasdaq and deregistered under the Securities Exchange Act. The transaction is subject to customary closing conditions, including shareholder approval and the satisfaction of ESOP-related requirements.
Electro-Sensors, Inc. Announces First Quarter 2026 Financial Results
Electro-Sensors reported record Q1 2026 revenue of $2.58 million, up 15.2% year-over-year, driven by higher sales of wired products and international agricultural applications. Gross margin expanded to 51.3% from 48.4% a year earlier, but operating losses widened to $218,000 from $169,000, resulting in a net loss of $116,000. The company ended the quarter with $10.8 million in cash and investments, maintaining a net cash position despite the operating deficit.
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