What changed in this filing

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Item 1. Financial Statements

2026-05-06 compared with 2025-10-30 · 129 added, 209 removed, 352 unchanged (49% of the section changed)

4 unchanged sentences

(In Thousands, Except Per Share Amounts)

September 30,

2026 December 31,

27 unchanged sentences

Additional paid-in capital 904,510 904,522

Accumulated other comprehensive income (loss) 573 ( 1,035 )

Accumulated other comprehensive income

Accumulated deficit ( 413,095 ) ( 413,203 )

7 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Revenue $ 141,249 $ 123,620

9 unchanged sentences

Interest income 1,245 1,042

Loss on debt extinguishment

— — — ( 1,362 )

Other income 9 260 641 206

Loss before income tax expense ( 86 ) ( 7,531 ) ( 12,523 ) ( 28,372 )

Other expense ( 37 ) ( 180 )

Income (loss) before income tax expense 394 ( 6,508 )

Income tax expense 286 239

Net loss $ ( 267 ) $ ( 7,853 ) $ ( 13,204 ) $ ( 29,130 )

Basic and diluted net loss per share $ ( 0.01 ) $ ( 0.17 ) $ ( 0.28 ) $ ( 0.62 )

Weighted average shares outstanding—basic and diluted 47,920 47,105 47,680 46,912

Net income (loss) $ 108 $ ( 6,747 )

Net income (loss) per share

Basic net income (loss) per share $ 0.00 $ ( 0.14 )

Diluted net income (loss) per share $ 0.00 $ ( 0.14 )

Weighted average shares outstanding

Basic 48,334 47,393

Diluted 49,046 47,393

Comprehensive income (loss):

Unrealized gain on investments $ — $ 15 $ — $ 800

Foreign currency translation adjustment ( 339 ) 805

Other comprehensive income (loss) ( 176 ) 422 1,608 846

Net loss ( 267 ) ( 7,853 ) ( 13,204 ) ( 29,130 )

Net income (loss) 108 ( 6,747 )

Comprehensive loss, net of tax $ ( 231 ) $ ( 5,942 )

4 unchanged sentences

(In Thousands)

Three-Month Period Ended September 30, 2024

Deficit Accumulated

Comprehensive

Income (Loss)

Stockholders’

Balance—June 30, 2024

48,686 $ 49 $ 840,939 $ ( 378,334 ) $ ( 569 ) $ 462,085

Impact of equity compensation plans 62 — 10,367 — — 10,367

Other comprehensive income — — — — 422 422

Net loss — — — ( 7,853 ) — ( 7,853 )

Balance—September 30, 2024

48,748 $ 49 $ 851,306 $ ( 386,187 ) $ ( 147 ) $ 465,021

Three-Month Period Ended September 30, 2025

Deficit Accumulated

Comprehensive

Income (Loss)

Stockholders’

Balance—June 30, 2025

49,691 $ 50 $ 878,384 $ ( 414,692 ) $ 749 $ 464,491

Impact of equity compensation plans 22 — 12,459 — — 12,459

Other comprehensive loss — — — — ( 176 ) ( 176 )

Net loss — — — ( 267 ) — ( 267 )

Balance—September 30, 2025

49,713 $ 50 $ 890,843 $ ( 414,959 ) $ 573 $ 476,507

Nine-Month Period Ended September 30, 2024

Three-Month Period Ended March 31, 2025

Deficit Accumulated

7 unchanged sentences

Net loss — — — ( 6,747 ) — ( 6,747 )

Balance—September 30, 2024

Balance—March 31, 2025

49,493 $ 49 $ 863,302 $ ( 408,502 ) $ ( 230 ) $ 454,619

Nine-Month Period Ended September 30, 2025

Three-Month Period Ended March 31, 2026

Deficit Accumulated

5 unchanged sentences

Impact of equity compensation plans 843 1 ( 12 ) — — ( 11 )

Other comprehensive income — — — — 1,608 1,608

Net loss — — — ( 13,204 ) — ( 13,204 )

Balance—September 30, 2025

Other comprehensive loss — — — — ( 339 ) ( 339 )

Net income — — — 108 — 108

Balance—March 31, 2026

50,635 $ 51 $ 904,510 $ ( 413,095 ) $ 227 $ 491,693

4 unchanged sentences

(In Thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

Net loss $ ( 13,204 ) $ ( 29,130 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Net income (loss) $ 108 $ ( 6,747 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Share-based compensation expense 11,273 9,630

2 unchanged sentences

Amortization of deferred financing costs 105 120

Amortization of investments — 107

Loss on debt extinguishment

Acquired in-process research and development expense 5,000 —

Other non-cash adjustments 708 495

6 unchanged sentences

Other noncurrent assets and liabilities ( 575 ) ( 504 )

Net cash provided by operating activities 37,307 6,368

Net cash used in operating activities ( 3,996 ) ( 11,026 )

Cash flows from investing activities:

Sales and maturities of available-for-sale securities — 53,668

Purchases of property and equipment ( 3,852 ) ( 2,181 )

Proceeds from sale of property and equipment — 25

Acquisitions, including in-process research and development ( 5,000 ) —

Proceeds from capital grant — 500

Net cash (used in) provided by investing activities ( 11,948 ) 44,927

Net cash used in investing activities ( 3,852 ) ( 1,681 )

Cash flows from financing activities:

Proceeds from revolving credit facility, net of financing costs

Payments on debt, leases and financing obligation ( 1,194 ) ( 287 )

Proceeds from financing obligation

Payment of financing costs and bank fees

Proceeds from stock option exercises and employee stock purchase plan 4,643 3,875

Payment of financing costs

Shares repurchased for payment of taxes on stock awards ( 11,442 ) ( 10,172 )

Proceeds from stock option exercises 158 134

Net cash used in financing activities ( 13,255 ) ( 10,325 )

Effect of exchange rate changes on cash and cash equivalents ( 160 ) 196

Net increase in cash and cash equivalents 25,144 46,025

Net decrease in cash and cash equivalents ( 21,263 ) ( 22,836 )

Cash and cash equivalents—beginning of period 167,428 122,721

13 unchanged sentences

and its wholly-owned subsidiaries.

The Company is a leading innovator in surgical treatments and therapies for atrial fibrillation (Afib), left atrial appendage (LAA) management and post-operative pain management, and sells its products to medical centers globally through its direct sales force and distributors.

AtriCure is a leading innovator in surgical treatments and therapies for atrial fibrillation (Afib), left atrial appendage (LAA) management and post-operative pain management, and sells its products to medical centers globally through both its direct sales force and distributors.

Basis of Presentation —The accompanying interim financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (SEC).

5 unchanged sentences

The accompanying interim financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC.

Except as discussed herein, there have been no changes in the Company's significant accounting policies for the nine months ended September 30, 2025 as compared to the significant accounting policies described in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

Except as discussed herein, there have been no changes in the Company's significant accounting policies for the three months ended March 31, 2026 as compared to the significant accounting policies described in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Use of Estimates —The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense.

1 unchanged sentence

Segments —The Company evaluates reporting segments in accordance with the Financial Accounting Standards Board's (FASB) Accounting Standards Codification (ASC) 280, "Segment Reporting".

The chief operating decision maker is its Chief Executive Officer.

The chief operating decision maker for AtriCure is the Chief Executive Officer.

The Company has one business activity and operates as one operating segment:

the development, manufacture and sale of devices used by physicians in surgical procedures, designed primarily for ablation of cardiac tissue, exclusion of the left atrial appendage and ablation of peripheral nerves.

the development, manufacture and sale of devices used by physicians in surgical procedures, designed primarily for the surgical ablation of cardiac tissue, the exclusion of the left atrial appendage and ablation of peripheral nerves to temporarily block pain.

These devices are developed and marketed to a broad base of medical centers globally.

Management considers all such sales to be part of the single operating segment.

The Chief Executive Officer is regularly provided with consolidated expenses consistent with the presented consolidated statements of operations, accompanied by revenue information by product type and geographic area, for purposes of allocating resources and evaluating financial performance.

The Chief Executive Officer is regularly provided with consolidated expenses consistent with the presented consolidated statements of operations, accompanied by information about revenue by product type and geographic area, for purposes of allocating resources and net income (loss) is the measure used in evaluating financial performance.

Revenue by product type and geographic area is included at Note 9 – Revenue.

The Company’s long-lived assets are located in the United States, except for $ 5,891 as of September 30, 2025 and $ 4,021 as of December 31, 2024 located primarily in Europe.

Earnings Per Share —Basic and diluted net loss per share are computed by dividing the net loss by the weighted average number of common shares outstanding during the period.

Since the Company has experienced net losses for all periods presented, net loss per share excludes the effect of 2,897 and 2,724 shares as of September 30, 2025 and 2024 because they are anti-dilutive.

Therefore, the number of shares used for basic and diluted net loss per share are the same.

Sale-and-Leaseback Transaction —Sale-and-leaseback transactions occur when a company sells assets to a third-party and simultaneously leases them back.

In accordance with FASB ASC 842, "Leases", for potential sale-and-leaseback transactions, the Company assesses the contract to identify if a sale occurred via transfer of control of the assets in accordance with ASC 606 "Revenue from Contracts with Customers".

In cases where control has not transferred, we continue to recognize the underlying asset within Property and equipment, net within the consolidated balance sheets, which is then depreciated over the shorter of the remaining useful life or lease term.

Additionally, a financial liability is recognized and referred to as a financing obligation and is accounted for similarly to debt or finance leases.

Rental payments are recognized as a reduction of the financing obligation and interest expense using the effective interest method.

During the quarter ended September 30, 2025, the Company entered into one failed sale-and-leaseback transaction.

See additional discussion in Note 6 – Borrowings and Financing Obligation .

ATRICURE, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, except per share amounts)

Recently Issued Accounting Pronouncements Not Yet Adopted —In September 2025, the FASB issued Accounting Standards Update (ASU) No.

2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Topic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software".

This amendment modernizes and makes targeted improvements to the accounting for software costs found under Topic 350-40, effective for fiscal years and interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is evaluating the impact of adopting this standard on its consolidated financial statements and disclosures.

The Company’s long-lived assets are located in the United States, except for $ 6,017 as of March 31, 2026 and $ 6,292 as of December 31, 2025 located primarily in Europe.

Fair value is defined as the exchange price that would be received for an asset or paid to settle a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

5 unchanged sentences

• Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table represents the Company’s fair value hierarchy for its financial assets measured at fair value on a recurring basis as of September 30, 2025:

ATRICURE, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, except per share amounts)

The following table represents the Company’s fair value hierarchy for its financial assets measured at fair value on a recurring basis as of March 31, 2026:

Quoted Prices in

7 unchanged sentences

Total assets $ 130,641 $ — $ — $ 130,641

There were no changes in the levels or methodology of measurement of financial assets and liabilities during the three and nine months ended September 30, 2025.

There were no changes in the levels or methodology of measurement of financial assets and liabilities during the three months ended March 31, 2026.

The following table represents the Company’s fair value hierarchy for its financial assets measured at fair value on a recurring basis as of December 31, 2025:

11 unchanged sentences

The PMA approval milestone expired December 31, 2023, while the achievement period for the reimbursement milestone expires on December 31, 2026.

The Company assessed the projected probability of payment during the contractual achievement periods as remote, resulting in no reported fair value as of September 30, 2025 and December 31, 2024.

ATRICURE, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, except per share amounts)

The Company assessed the projected probability of payment during the contractual achievement periods as remote, resulting in no reported fair value as of March 31, 2026 and December 31, 2025.

Inventories consist of the following:

September 30,

2026 December 31,

5 unchanged sentences

The following table provides a summary of the Company’s intangible assets:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Cost Accumulated

3 unchanged sentences

Total $ 76,470 $ 30,828 $ 76,470 $ 28,444

ATRICURE, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, except per share amounts)

The following table summarizes the allocation of amortization expense of intangible assets:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Cost of revenues $ 1,650 $ 1,350

Research and development expenses

760 761 2,281 2,259

Total $ 2,384 $ 2,110

Future amortization expense is projected as follows:

2025 (excluding the nine months ended September 30, 2025)

2026 (excluding the three months ended March 31, 2026)

2031 and thereafter

2 unchanged sentences

Accrued liabilities consist of the following:

September 30,

2026 December 31,

3 unchanged sentences

Total $ 39,503 $ 53,089

ATRICURE, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, except per share amounts)

BORROWINGS AND FINANCING OBLIGATION

Asset backed revolving credit facility.

The Company has a credit agreement (Credit Agreement) with JPMorgan Chase Bank, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as bookrunner and lead arranger (JPMCB), and Silicon Valley Bank, a Division of First-Citizens Bank & Trust Company, as Joint Lead Arrangers and Joint Bookrunners, and the lenders party thereto (Lenders) effective January 5, 2024.

The Credit Agreement provides for an asset based revolving credit facility (ABL Facility) in an amount of up to $ 125,000 .

Borrowing availability under the ABL Facility is based on the lesser of $ 125,000 or a borrowing base calculation as defined by the Credit Agreement.

The Company may request an increase in the revolving commitment by up to $ 40,000 (not to exceed a total of $ 165,000 ).

The Company has an asset-based credit facility (Credit Agreement) with JPMorgan Chase Bank, N.A.

(JPMCB, also the administrative agent) and Silicon Valley Bank (a division of First-Citizen Bank and Trust Company).

The Credit Agreement provides a $ 125,000 asset-based revolving credit facility (ABL Facility), and the Company may request an increase in the revolving commitment up to $ 40,000 (not to exceed a total of $ 165,000 ).

A portion of the ABL Facility, limited to $ 5,000 , is available for the issuance of letters of credit by JPMCB or other financial institutions.

1 unchanged sentence

Any such swingline loans will reduce availability under the ABL Facility on a dollar-for-dollar basis.

The Credit Agreement has a three-year term, and all outstanding borrowings are due upon maturity of the Credit Agreement on January 5, 2027.

Subject to customary exceptions and restrictions, the Company may voluntarily prepay outstanding amounts under the ABL Facility at any time thereafter without premium or penalty.

Any voluntary prepayments made will not reduce commitments under the ABL Facility.

On January 9, 2026, the Company entered into a First Amendment to Credit Agreement.

The First Amendment provides a three-year extension of the term of the Credit Agreement, and all outstanding borrowings are due upon the maturity of the Credit Agreement on January 9, 2029.

Subject to customary exceptions and restrictions, the Company may voluntarily prepay outstanding amounts under the ABL Facility at any time without premium or penalty.

Any voluntary prepayments will not reduce lender commitments under the ABL Facility.

The Credit Agreement contains mandatory prepayment provisions which require prepayment of amounts outstanding under the ABL Facility upon specified events or availability shortfall.

As of September 30, 2025, the Company had borrowings of $ 61,865 and had borrowing capacity of $ 61,885 under the ABL facility.

The First Amendment provides for a reduction in the overall interest rate on loans under the ABL Facility and removes the minimum utilization financial covenant in addition to certain other loan administration updates.

Following closing, the Company paid down $ 865 of borrowings.

The First Amendment was treated as a debt modification.

ATRICURE, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, except per share amounts)

As of March 31, 2026, the Company had total borrowings of $ 61,000 and had unused borrowing capacity of $ 62,750 under the ABL Facility.

Future maturities of long-term debt are projected as follows:

2025 (excluding the nine months ended September 30, 2025) $ —

2026 (excluding the three months ended March 31, 2026) $ —

Total long-term debt, of which $ 61,000 is noncurrent

The ABL Facility is subject to a facility fee of 0.37 % per annum of the daily available revolving commitment and paid on a quarterly basis.

Outstanding amounts under the Credit Agreement bear interest at a rate per annum equal to, at the Company's election:

(i) an alternate base rate (ABR) plus an applicable margin or (ii) an adjusted term secured overnight financing rate (SOFR) plus an applicable margin.

All swingline loans bear interest at a rate per annum equal to the ABR plus the applicable margin under the Credit Agreement.

Alternate base rate is equal to the greater of Prime, the NYFRB Rate plus 0.50 % or Adjusted Term SOFR Rate plus 1.00 %.

The applicable margin on borrowings will adjust ranging from 1.50 % to 1.75 % per annum for ABR borrowings and from 2.50 % to 2.75 % per annum for SOFR term borrowings determined by the average historical excess availability.

Participation and fronting fees are accrued and paid on a quarterly basis.

As of September 30, 2025, the effective interest rate on the ABL Facility was 7.00 %.

The ABL Facility is subject to a commitment fee of 0.37 % per annum of the daily available revolving commitment and paid on a quarterly basis.

Outstanding amounts bear interest at a rate per annum equal to, at the Company's election:

(i) an alternate base rate (ABR) plus an applicable margin or (ii) a term secured overnight financing rate (SOFR) plus an applicable margin.

All swingline loans bear interest at a rate per annum equal to the ABR plus the applicable margin.

Alternate base rate is equal to the greatest of Prime, the NYFRB Rate plus 0.50 % and the Term SOFR rate plus 1.00 %.

The applicable margin on borrowings will adjust ranging from 1.25 % to 1.50 % per annum for ABR borrowings and from 2.25 % to 2.50 % per annum for Term SOFR borrowings determined by the average historical excess availability.

As of March 31, 2026, the effective interest rate on the ABL Facility was 6.18 %.

The ABL Facility is secured by the assets of the Company, consisting of personal, tangible or intangible property, including certain outstanding equity interests of the Company’s direct subsidiaries, subject to limitations specified in the Credit Agreement.

The Credit Agreement contains customary representations and warranties, events of default and financial, affirmative and negative covenants for facilities of this type, including but not limited to financial covenants relating to a fixed charge coverage ratio and minimum excess availability, and restrictions on indebtedness, liens, investments and acquisitions, asset dispositions, specified agreements, restricted payments and prepayment of certain indebtedness.

The Credit Agreement contains customary representations and warranties, events of default and financial, affirmative and negative covenants for facilities of this type, including but not limited to financial covenants relating to a fixed charge coverage ratio, and restrictions on indebtedness, liens, investments and acquisitions, asset dispositions, specified agreements, restricted payments and prepayment of certain indebtedness.

Financing obligation.

6 unchanged sentences

Rental payments will be allocated between the existing and the expanded property based on the relative fair value upon construction completion.

Expansion rental payments are projected to be $ 38,469 for the fifteen year lease term expected to

ATRICURE, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, except per share amounts)

begin during 2026.

Expansion rental payments are projected to be $ 38,469 for the fifteen-year lease term expected to begin during 2026.

The classification of the lease related to the expansion will be assessed upon completion of construction.

5 unchanged sentences

The Company imputes interest monthly at a rate of 6.76 %.

During the three and nine months ended September 30, 2025, interest expense was not significant.

During the three months ended March 31, 2026, interest expense was not significant.

ATRICURE, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, except per share amounts)

Future maturities of the financing obligation are projected as follows:

2025 (excluding the nine months ended September 30, 2025) $ 11

2026 (excluding the three months ended March 31, 2026) $ 68

2031 and thereafter 5,485

1 unchanged sentence

The financing obligation is included in Other current liabilities and Other noncurrent liabilities on the Condensed Consolidated Balance Sheet.

See additional discussion in Note 1 – Description of the Business and Summary of Significant Accounting Policies.

The Company has operating and finance leases for office, manufacturing and warehouse facilities and automobiles.

The Company’s leases have remaining lease terms of less than one year to ten years .

The Company’s leases have remaining lease terms of less than two years to ten years .

Options to renew or extend leases beyond their initial term have been excluded from measurement of the right-of-use (ROU) assets and lease liabilities as exercise is not reasonably certain.

The weighted average remaining lease term and the discount rate for the reporting periods are as follows:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Operating Leases

4 unchanged sentences

Weighted average discount rate 7.0 % 7.0 %

ATRICURE, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, except per share amounts)

A letter of credit for $ 1,250 issued to the lessor of the Company's corporate headquarters building is renewed annually and remains outstanding as of September 30, 2025.

A letter of credit for $ 1,250 issued to the lessor of the Company's corporate headquarters building is renewed annually and remains outstanding as of March 31, 2026.

The components of lease expense are as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Operating lease cost $ 530 $ 466

3 unchanged sentences

Total finance lease cost $ 388 $ 409

Short-term lease expense was not significant for the three and nine months ended September 30, 2025 and 2024.

Short-term lease expense was not significant for the three months ended March 31, 2026 and 2025.

ATRICURE, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, except per share amounts)

Supplemental cash flow information related to leases is as follows:

Nine Months Ended

September 30, 2025 Nine Months Ended

September 30, 2024

Three Months Ended

March 31, 2026 Three Months Ended

March 31, 2025

Cash paid for amounts included in the measurement of lease liabilities:

5 unchanged sentences

Finance leases — —

ATRICURE, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, except per share amounts)

Supplemental balance sheet information related to leases is as follows:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Operating Leases

12 unchanged sentences

Total finance lease liabilities $ 6,965 $ 7,281

Future maturities of lease liabilities as of September 30, 2025 are as follows:

Future maturities of lease liabilities as of March 31, 2026 are as follows:

Operating Leases Finance Leases

2025 (excluding the nine months ended September 30, 2025)

2026 (excluding the three months ended March 31, 2026)

$ 1,391 $ 1,333

2 unchanged sentences

2029 1,072 1,818

2030 683 1,339

2031 and thereafter

2 unchanged sentences

Total $ 6,850 $ 6,965

ATRICURE, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, except per share amounts)

COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

The Cooperation Agreement requires the Company to pay contingent consideration, settled in cash, with a maximum total payout of $ 28,000 if all milestones are achieved successfully through the agreement term ending in 2034.

The contingent consideration will be expensed when each milestone is paid or becomes payable as a result of achievement.

Payments made under this agreement were $ 5,000 for the nine months ended September 30, 2025 and included as a component of research and development expense.

During October 2025, the next milestone was achieved.

The impact of the $ 1,000 payment and expense will be included in the fourth quarter of 2025.

As of the reporting date, the Company has paid $ 6,000 towards milestone achievements which were recorded as Research & Development expense when each milestone was achieved.

For the three months ended March 31, 2026 and 2025, no milestones were achieved and therefore, there is no financial impact during the periods.

The agreement also contains provisions requiring future royalty payments on devices incorporating co-developed technology upon commercialization.

4 unchanged sentences

Furthermore, the Company incurs additional variable costs, including pass through costs from clinical trial sites.

ATRICURE, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, except per share amounts)

made under this agreement were $ 5,144 and $ 312 for the three months ended September 30, 2025 and 2024, respectively, and $ 12,631 and $ 6,461 for the nine months ended September 30, 2025 and 2024, respectively.

In August 2025, the Company entered into a non-cancellable cloud computing arrangement with a term of seven years requiring total payments of $ 3,616 .

Payments under this agreement will begin March 2026.

Payments made under this agreement were $ 3,889 and $ 4,112 for the three months ended March 31, 2026 and 2025, respectively.

In 2025, the Company entered into a non-cancellable cloud computing arrangement with a term of seven years requiring total payments of $ 3,616 .

Payments under this agreement will begin in the first half of 2026.

The Company may, from time to time, become a party to legal proceedings which are subject to many uncertainties.

13 unchanged sentences

The Company develops, manufactures and sells devices designed for surgical ablation of cardiac tissue, exclusion of the left atrial appendage, and temporarily blocking pain by ablating peripheral nerves.

These devices are marketed to a broad base of medical centers globally.

These devices are marketed to a broad base of medical centers globally and primarily used by cardiothoracic and thoracic surgeons.

The Company recognizes revenue when control of promised goods is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods.

ATRICURE, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, except per share amounts)

United States revenue by product type is as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Open ablation $ 39,080 $ 33,308

5 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Open ablation $ 9,516 $ 8,995

3 unchanged sentences

Total International $ 25,044 $ 22,471

ATRICURE, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, except per share amounts)

Revenue attributed to customer geographic locations is as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

United States $ 116,205 $ 101,149

10 unchanged sentences

The Company is unable to estimate the annual effective tax rate with sufficient precision to use the effective tax rate method, which requires a full-year projection of income.

The effective tax rate for the three months ended September 30, 2025 and 2024 was ( 210.5 %) and ( 4.3 %), respectively.

The effective tax rate for the nine months ended September 30, 2025 and 2024 was ( 5.4 %) and ( 2.7 %), respectively.

The effective tax rate for the three months ended March 31, 2026 and 2025 was 72.6 % and ( 3.7 %).

The Company’s worldwide effective tax rate differs from the US statutory rate of 21% primarily due to valuation allowances.

2 unchanged sentences

However, if required, the Company will recognize interest and penalties within income tax expense and within the related tax liability .

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law.

Key elements of the Tax Cuts and Jobs Act of 2017 are made permanent under the OBBBA, including 100% bonus depreciation, domestic research cost expensing and the business interest expense limitation.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others effective in 2026 or 2027.

FASB ASC 740, "Income Taxes", requires the effects of changes in tax rates and laws on tax balances to be recognized in the period in which the legislation is enacted.

As the Company maintains a full valuation allowance on its U.S.

deferred tax assets, the legislation did not have a material impact on the income tax expense or effective tax rate for the three months ended September 30, 2025.

ATRICURE, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, except per share amounts)

EQUITY COMPENSATION PLANS

4 unchanged sentences

The Compensation Committee of the Board of Directors, as the administrator of the 2023 Plan, has the authority to determine the terms of any awards, including the number of shares subject to each award, the exercisability of the awards and the form of consideration.

As of September 30, 2025, 5,787 shares of common stock have been reserved for issuance under the 2023 Plan, and 3,127 shares were available for future grants.

As of March 31, 2026, 5,787 shares of common stock have been reserved for issuance under the 2023 Plan, and 1,138 shares were available for future grants.

The Company issues registered shares of common stock for stock option exercises, restricted stock grants and performance share award payments.

ATRICURE, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, except per share amounts)

Employee Stock Purchase Plan

2 unchanged sentences

Participants may not purchase more than $ 25 of the Company’s common stock in a calendar year or more than 3 shares during an offering period.

As of September 30, 2025, there were 381 shares available for future issuance under the ESPP.

As of March 31, 2026, there were 295 shares available for future issuance under the ESPP.

Share-Based Compensation Expense Information

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Cost of revenue $ 683 $ 669

2 unchanged sentences

Total $ 11,273 $ 9,630

ATRICURE, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, except per share amounts)

EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding during the period.

Diluted earnings per share reflects net income available to common stockholders divided by the weighted average number of common shares outstanding during the period, including the effect of dilutive common share equivalents.

Dilutive equivalents include shares issuable upon the vesting of restricted stock awards and restricted stock units, the exercise of stock options and shares issuable under the Company's employee ESPP.

Three Months Ended March 31,

Net income (loss) available to common stockholders $ 108 $ ( 6,747 )

Basic weighted average common shares outstanding 48,334 47,393

Effect of dilutive securities 712 —

Diluted weighted average common shares outstanding 49,046 47,393

Basic net income (loss) per common share $ 0.00 $ ( 0.14 )

Diluted net income (loss) per common share $ 0.00 $ ( 0.14 )

The computation of diluted earnings per share in the three months ended March 31, 2026 and 2025 excludes the effect of 1,156 and 3,008 shares because the effect would be anti-dilutive.

COMPREHENSIVE LOSS AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

In addition to net losses, comprehensive loss includes foreign currency translation adjustments and unrealized gains (losses) on investments.

In addition to net income (loss), comprehensive income (loss) includes foreign currency translation adjustments.

Accumulated other comprehensive income (loss) consisted of the following, net of tax:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Total accumulated other comprehensive income (loss) at beginning of period

$ 749 $ ( 569 ) $ ( 1,035 ) $ ( 993 )

Unrealized Gains (Losses) on Investments

Balance at beginning of period $ — $ ( 15 ) $ — $ ( 800 )

Other comprehensive income before reclassifications — 15 — 800

Balance at end of period $ — $ — $ — $ —

Foreign Currency Translation Adjustment

Balance at beginning of period $ 566 $ ( 1,035 )

Other comprehensive income (loss) before reclassifications

( 77 ) 586 2,280 199

Other comprehensive loss (income) before reclassifications ( 356 ) 717

Amounts reclassified to other income 17 88

Balance at end of period $ 573 $ ( 147 ) $ 573 $ ( 147 )

Total accumulated other comprehensive income (loss) at end of period $ 227 $ ( 230 )

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements