What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-06 compared with 2025-03-06 · 176 added, 153 removed, 587 unchanged (36% of the section changed)

19 unchanged sentences

OTHER INFORMATION

During the three months ended December 31, 2024, none of our directors or "officers" (as such term is defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a " Rule 10b5-1 trading arrangement " or " non-Rule 10b5-1 trading arrangement " (as each term is defined in Item 408(a) of Regulation S-K).

Item 408(a) – Rule 10b5-1 Trading Arrangements

On November 5, 2025 , Roger Susi , the Company’s President, Chief Executive Officer and Chairman of the Board , adopted a “ Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a “10b5-1 trading plan”).

The trading plan provides for the potential sale of up to 100,000 shares of the Company’s common stock, subject to certain conditions.

The trading plan’s expiration date is November 5, 2026 .

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

14 unchanged sentences

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this report:

The following documents are filed as part of this Annual Report:

Financial Statements:

15 unchanged sentences

Employment Agreement between the Registrant and John F Glenn, dated May 21, 2022

Employment Agreement between Ir adimed Corporation and Roger Susi, dated July 24, 2019

Employment Agreement between IRadimed Corporation and Roger Susi, dated July 24, 2019

S ale and Purchase Agreement between O PROPERTY, LTD., a Florida limited partnership, and the Registrant, dated November 1, 2022

11 unchanged sentences

Certification of Chief Financial Officer pursuant to Exchange Act Rule, 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 I.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200 2

IRadimed Corporation Incentive-Based Compensation Recovery Policy

8 unchanged sentences

The certification attached as Exhibit 32.1 that accompanies this Form 10-K is not deemed filed with the SEC and is not to be incorporated by reference into any filing of IRadimed Corporation under the Securities Act or the Exchange Act, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winter Springs, State of Florida, on March 6, 2025.

IRADIMED CORPORATION

3 unchanged sentences

(Principal Executive Officer)

Each person whose signature appears below constitutes and appoints Roger Susi and John Glenn as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Each person whose signature appears below constitutes and appoints Roger Susi and John Glenn as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company in the capacities and on the dates indicated.

9 unchanged sentences

March 6, 2026

/s/ Anthony Vuoto

/s/ Joe Kiani

March 6, 2026

Anthony Vuoto

/s/ James Hawkins

35 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Deferred Revenue Recorded on the Sale of Extended Warranties

As discussed in Notes 1 and 2 to the financial statements, the Company recorded deferred revenue related to the sale of extended warranty agreements of $5,162,417 at December 31, 2024.

The Company records contract liabilities, or deferred revenue, when it has an obligation to provide a product or service to the customer and payment is received in advance.

Revenue related to extended warranty agreements is deferred and recognized over the warranty agreement period, which can range from one to four years, starting after the expiration of the initial one-year manufacturing

Management’s calculation of deferred revenue is based upon inputs, including the extended warranty sales price and the term of the extended warranty, which are derived from the underlying contract with the customer.

We identified the completeness and accuracy of the inputs used by management in the calculation of deferred revenue on the sale of extended warranties as a critical audit matter due to the impact these inputs have on the amount of revenue to be deferred at year end and the extent of audit effort required to audit those inputs.

Our audit procedures related to the completeness and accuracy of the inputs used by management in the calculation of deferred revenue on the sale of extended warranties included the following, among

● We selected a sample of additions to the deferred revenue at December 31, 2024 and tested the inputs for accuracy by performing the following procedures:

- We agreed the warranty sales price and warranty term to the underlying customer contracts.

- We recalculated both the revenue recognized for the year ended December 31, 2024, and the expected deferred revenue balance at year end based upon those inputs.

● We tested the completeness of the inputs used in the calculation of deferred revenue by selecting a sample of revenue recognized during the year on the sale of extended warranties and performing the following procedures:

- We agreed the warranty price and warranty term to the underlying customer contracts.

- We agreed the warranty sales price and warranty term to the deferred revenue calculation.

- We recalculated both the revenue recognized for the year ended December 31, 2024, and the expected deferred revenue balance at year end based on those inputs.

Deferred Revenue Recorded on the Sale of Extended Maintenance Agreements

As discussed in Notes 1 and 2 to the financial statements, the Company recorded deferred revenue related to the sale of extended maintenance agreements of $6,270 as of December 31, 2025.

The Company records contract liabilities, or deferred revenue, when it has an obligation to provide a product or service to the customer and payment is received in advance of the Company’s performance.

Revenue related to extended maintenance agreements is deferred and recognized over the extended maintenance agreement period, which can range from one to four years, starting after the expiration of the initial one-year manufacturing warranty.

Management’s calculation of deferred revenue on extended

maintenance agreements is based upon inputs, including the sales price and the term of the extended maintenance agreement, which are derived from the underlying contract with the customer.

We identified the completeness and accuracy of the inputs used by management in the calculation of deferred revenue on the sale of extended maintenance agreements as a critical audit matter due to the impact these inputs have on the amount of revenue to be deferred at year-end and the extent of audit effort required to audit those inputs.

Our audit procedures related to the completeness and accuracy of the inputs used by management in the calculation of deferred revenue on the sale of extended maintenance agreements included the following, among others:

● We selected a sample of additions to deferred revenue as of December 31, 2025, and tested the inputs for accuracy by performing the following procedures:

o We agreed the sales price and term of the extended maintenance agreement to the underlying customer contracts.

o We recalculated both the revenue recognized for the year ended December 31, 2025, and the expected deferred revenue balance at year-end based upon those inputs.

● We tested the completeness of the inputs used in the calculation of deferred revenue by selecting a sample of revenue recognized during the year on the sale of extended maintenance agreements and performing the following procedures:

o We agreed the sales price and term of the extended maintenance agreement to the underlying customer contracts.

o We agreed the sales price and term of the extended maintenance agreement to the deferred revenue calculation.

o We recalculated both the revenue recognized for the year ended December 31, 2025, and the expected deferred revenue balance at year-end based on those inputs.

We have served as the Company’s auditor since 2013.

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BALANCE SHEETS

(in thousands)

Current assets:

6 unchanged sentences

Intangible assets, net

Operating lease right-of-use asset

Deferred tax asset, net

3 unchanged sentences

Accrued payroll and benefits

Other accrued taxes

Warranty reserve

Deferred revenue

Dividend payable

Current portion of operating lease liabilities

Other current liabilities

16 unchanged sentences

STATEMENTS OF OPERATIONS

(in thousands, except per share data)

Cost of revenue

13 unchanged sentences

STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

Stockholders’

1 unchanged sentence

Dividends declared

( 21,198,904 )

Stock-based compensation expense

4 unchanged sentences

Dividends declared

( 5,701,429 )

Stock-based compensation expense

1 unchanged sentence

Net share settlement of performance based stock units

Exercise of stock options

Balances, December 31, 2025

2 unchanged sentences

STATEMENTS OF CASH FLOWS

(in thousands)

Operating activities:

6 unchanged sentences

Deferred income taxes, net

( 1,171,908 )

Changes in operating assets and liabilities:

Accounts receivable

( 7,468,170 )

Prepaid income taxes

Prepaid expenses and other current assets

5 unchanged sentences

Other current liabilities

Prepaid income taxes

Accrued income taxes

Net cash provided by operating activities

1 unchanged sentence

Purchases of property and equipment

( 8,005,033 )

( 7,440,510 )

Capitalized intangible assets

Net cash used in investing activities

( 8,816,786 )

( 8,007,167 )

Financing activities:

Dividends paid

( 13,677,426 )

( 13,222,907 )

Proceeds from exercises of stock options

1 unchanged sentence

Net cash used in financing activities

( 14,335,968 )

( 13,656,511 )

Net increase (decrease) in cash and cash equivalents

( 8,198,666 )

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents, beginning of period

1 unchanged sentence

Supplemental disclosure of cash flow information:

Dividends declared not yet paid

Cash paid for income taxes

ROU asset recognized in exchange for new lease obligation

ROU asset and liability adjustment

4 unchanged sentences

1 — Organization and Significant Accounting Policies

IRADIMED CORPORATION (“IRADIMED”, the “Company”, “we”, “our”) was originally incorporated in Oklahoma under the name IRI Development, Inc.

in 1992, and we merged our Oklahoma corporation into the newly formed Delaware corporation in April 2014.

IRADIMED CORPORATION (“IRadimed,” the “Company,” “we,” “our” or similar terms) was originally incorporated in Oklahoma under the name IRI Development, Inc.

in 1992, and we merged our Oklahoma corporation into the newly formed Delaware corporation, IRADIMED CORPORATION, in April 2014.

We develop, manufacture, market and distribute a Magnetic Resonance Imaging (“MRI”) compatible intravenous (“IV”) infusion pump system and MRI compatible patient vital signs monitoring systems and related accessories, disposables and services.

We are a leader in the development of innovative MRI compatible medical devices.

We are the only known provider of a non-magnetic IV infusion pump system that is specifically designed to be safe for use during MRI procedures.

We are the only known provider of non-magnetic IV infusion pump systems specifically designed to be safe for use during MRI procedures.

We were the first to develop an infusion delivery system that largely eliminates many of the dangers and problems present during MRI procedures.

Standard infusion pumps contain magnetic and electronic components which can create radio frequency interference and are dangerous to operate in the presence of the powerful magnet that drives an MRI system.

Our patented MRidium® MRI compatible IV infusion pump system has been designed with a non-magnetic ultrasonic motor, uniquely designed non-ferrous parts and other special features to safely and predictably deliver anesthesia and other IV fluids during various MRI procedures.

Our patented MRidium MRI compatible IV infusion pump systems have been designed with a non-magnetic ultrasonic motor, uniquely designed non-ferrous parts and other special features to safely and predictably deliver anesthesia and other IV fluids during various MRI procedures.

Our pump solution provides a seamless approach that enables accurate, safe and dependable fluid delivery before, during and after an MRI scan, which is important to critically ill patients who cannot be removed from their vital medications, and children and infants who must generally be sedated to remain immobile during an MRI scan.

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The IRadimed 3880 MRI compatible patient vital signs monitoring system has an easy-to-use design and allows for the effective communication of patient vital signs information to clinicians.

Our principal executive offices are located in Winter Springs, Florida.

Our principal executive offices are located in Orlando, Florida.

Basis of Presentation

Beginning with the current period, the Company changed the rounding of amounts presented in its financial statements to thousands, except per share amounts or where otherwise indicated.

All prior-period amounts have been rounded to conform to the current presentation.

This change represents a presentation change only and did not affect the Company’s financial position, results of operations, or cash flows.

Use of Estimates

4 unchanged sentences

Revenue Recognition

We generate revenue from the sale of MRI compatible medical devices and accessories, extended warranty agreements, services related to maintaining our products and the sale of disposable products used with our devices.

We generate revenue from the sale of MRI compatible medical devices and accessories, extended maintenance agreements, services related to maintaining our products and the sale of disposable products used with our devices.

The principal customers for our MRI compatible products include hospitals and acute care facilities, both in the U.S.

12 unchanged sentences

the transaction price, or the amount we expect to receive, is determinable and we have transferred control of the promised products or services to the customer.

We consider transfer of control evidenced upon the passage of title and risks and rewards of ownership to the customer, which is typically at a point in time, except for our extended warranty agreements.

We allocate the transaction price using the relative standalone selling price method.

11 unchanged sentences

When we sell a product or service with a future performance obligation, we defer revenue allocated to the unfulfilled performance obligation and recognize this revenue when, or as, the performance obligation is satisfied.

Our deferred revenue consists of advance payments received from customers prior to the transfer of products or services, shipments that are in-transit at the end of a period and sales of extended warranty agreements.

Advance payments received from customers and shipments in-transit are recognized in revenue at the time control of the related products has been transferred to the customer or services have been delivered.

Revenue related to extended warranty agreements is deferred and recognized over the warranty agreement period, which can range from one to four years , starting after the expiration of the initial one-year manufacturing warranty.

Revenue related to extended maintenance agreements is deferred and recognized over the maintenance agreement period, which can range from one to four years , starting after the expiration of the initial one-year manufacturing warranty.

This recognition pattern best depicts the transfer of services being provided.

2 unchanged sentences

We capitalize commissions paid to our sales managers related to contracts with customers when the associated revenue is expected to be earned over a period of time.

Deferred commissions are primarily related to the sale of extended warranty agreements.

Deferred commissions are primarily related to the sale of extended maintenance agreements.

Capitalized commissions are included in Prepaid Expenses and Other Current Assets in our Balance Sheets when the associated expense is expected to be recognized in one year or less, or in Other Assets when the associated expense is expected to be recognized in greater than one year.

7 unchanged sentences

We consider money market fund holdings to be cash equivalents.

Money market fund holdings comprise a significant portion of our cash and cash equivalents.

Accounts Receivable and Allowance for Credit Losses

4 unchanged sentences

Any future determination that the allowance for estimated uncollectible accounts receivable is not adequate could result in changes in operating expense and results of operations.

As of December 31, 2024 and 2023, our allowance for credit losses was $ 274,300 and $ 368,835 , respectively.

As of December 31, 2025 and 2024, our allowance for credit losses was $ 191 thousand and $ 274 thousand, respectively.

Fair Value Measurements

17 unchanged sentences

Property and equipment are stated at cost less accumulated depreciation.

Depreciation expense is computed using the straight-line method over estimated useful lives of the respective assets, which are generally three to five years for computer software and hardware and five to seven years for furniture, fixtures, machinery and equipment .

Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the improvements.

15 unchanged sentences

Long-lived Assets

Long-lived assets, such as our property and equipment and including right-of-use assets, are tested for impairment whenever changes in circumstances indicate the carrying value of these assets may be impaired.

Long-lived assets, such as our property and equipment and including right-of-use assets, if any, are tested for impairment whenever changes in circumstances indicate the carrying value of these assets may be impaired.

Impairment indicators include, but are not limited to, technological obsolescence, unfavorable court rulings, significant negative industry and economic trends, and significant underperformance relative to historical and projected future operating results.

15 unchanged sentences

The grant date fair value of our restricted stock units is based on the closing price of our common stock on the date of grant.

In December 2024 and 2023, the Company granted PSUs to certain employees under the Company’s Long-Term Incentive Pan (“LTIP”), which was adopted under the Company’s Amended and Restated 2014 Equity Incentive Plan.

Payouts of the PSUs will be based on the Company’s total stockholder return compared to a peer group or index total stockholder return.

In December 2024, the Company granted PSUs to certain employees under the Company’s Long-Term Incentive Pan (“LTIP”), which was adopted under the Company’s Amended and Restated 2014 Equity Incentive Plan.

Payouts of the PSUs will be based on the Company’s total stockholder return compared to an appropriate index of total stockholder return.

For purposes of the LTIP, total stockholder return is calculated as the share price at the end of the performance period, which is three years , including the reinvestment of any dividends during the performance period, as compared to the share price at the beginning of the performance period.

The payout range for participants will be between 0 percent and 200 percent, depending on the Company’s relative total return performance.

There were no PSU’s granted in 2025.

The grant date fair value of our PSUs is based on a Monte Carlo simulation, the closing price of our common stock, and other pertinent factors on the grant date.

1 unchanged sentence

We elect to recognize forfeitures as they occur.

We issue new shares of common stock upon exercise of stock options or vesting of restricted stock units and PSUs.

We issue new shares of common stock upon vesting of restricted stock units and PSUs.

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.

2 unchanged sentences

We record net deferred tax assets to the extent we believe these assets will more likely than not be realized.

In making such determination, we consider all available positive and negative evidence, including future reversals of

existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations.

In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations.

A valuation allowance is recorded to offset net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

11 unchanged sentences

Year Ended December 31,

(in thousands, except per share data)

Weighted-average shares outstanding — Basic

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Accounting Pronouncements Implemented in 2025

In November 2023, the FASB issued ASU No.

2023-07, Improvements to Reportable Segment Disclosures.

The FASB amended the guidance in ASC 280, Segment Reporting ("ASC 280"), to require a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually.

Public entities with a single reportable segment are required to provide the new disclosures and all the disclosures required under ASC 280.

The guidance is applied retrospectively to all periods presented in financial statements, unless it is impracticable.

This new guidance is effective for public business entities for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024.

The Company adopted this new standard effective December 31, 2024.

See Note 6, Segment Information, for disclosures related to the adoption of ASU 2023-07.

Recently Issued Accounting Pronouncements to be Implemented

In December 2023, the FASB issued ASU 2023-09 , Income Taxes (Topic 740):

The update enhances the disclosure requirements related to tax rate reconciliations and income taxes paid.

The standard will take effect for public business entities for annual periods beginning after December 15, 2024.

We are currently evaluating the impact the adoption of this ASU will have, if any, on our financial statements.

We are adopting this ASU on January 1, 2025 and will include enhanced disclosures in our fiscal year-end 2025 annual consolidated financial statements, as applicable.

In November 2024, the FASB issued Accounting Standards Update 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses ("ASU 2024-03") , and in January 2025, the FASB issued Accounting Standards Update No.2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Improvements to Income Tax Disclosures , which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 with early adoption permitted.

The Company adopted ASU 2023-09 for the year ended December 31, 2025, and applied the new disclosure requirements prospectively to the current annual period.

Prior period disclosures have not been adjusted to reflect the new disclosure requirements.

See Note 9 Income

Taxes in the accompanying notes to the financial statements for further detail.

Recently Issued Accounting Pronouncements to be Implemented

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses ("ASU 2024-03") , and in January 2025, the FASB issued Accounting Standards Update No.2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date ("ASU 2025-01").

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The Company is currently evaluating the impact of the adoption of this standard on the related disclosures.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments - Credit Losses (Topic 326) .

This update introduces a practical expedient to address challenges encountered when applying guidance in Topic 326.

The updated guidance is effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods, and is applicable to the Company beginning with its annual report on Form 10-K for fiscal 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of the adoption of ASU 2025-05 on its financial statements.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) .

The FASB issued this update to improve the accounting for software costs under Subtopic 350-40.

The updated guidance is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, and is applicable to the Company beginning with its annual report on Form 10-K for fiscal 2029.

Early adoption is permitted.

The Company is currently evaluating the impact of the adoption of ASU 2025-06 on its financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements , which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting.

The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2025-11 and does not expect the standard to have a material impact on its financial statements, as the amendments primarily affect interim disclosures.

Disaggregation of Revenue

1 unchanged sentence

Revenue information by geographic region is as follows:

(in thousands)

United States

2 unchanged sentences

Revenue information by type is as follows:

(in thousands)

MRI Compatible Intravenous ("IV") Infusion Pump Systems

2 unchanged sentences

Total devices revenue

Disposables, services and other

Amortization of extended warranty agreements

Amortization of extended maintenance agreements

Services and other

Total revenue

2 unchanged sentences

As of December 31,

(in thousands)

Advance payments from customers

Shipments in-transit

Extended warranty agreements

Changes in the contract liabilities during the period are as follows:

Extended maintenance agreements

Changes in the contract liabilities during the period indicated are as follows:

(in thousands)

Contract liabilities, December 31, 2024

1 unchanged sentence

Decreases due to recognition of revenue

( 4,559,869 )

Contract liabilities, December 31, 2025

4 unchanged sentences

As of December 31,

(in thousands)

Raw materials

6 unchanged sentences

As of December 31,

(in thousands)

Land improvements

Computer software and hardware

4 unchanged sentences

Accumulated depreciation

( 4,595,507 )

( 4,069,835 )

The increase in construction in-process is related to the continued construction of new executive offices and manufacturing facility.

During the third quarter of 2025, the Company completed the construction of our new facility in Orlando, Florida (“New Facility”).

Upon receiving the certificate of occupancy, associated construction in-process balances were allocated to their respective property classifications and depreciation began to be recognized.

Depreciation expense of property and equipment was $ 796 and $ 586 for the year ended December 31, 2025 and 2024, respectively.

1 unchanged sentence

As of December 31,

(in thousands)

United States

5 unchanged sentences

As of December 31,

(in thousands)

Patents — in use

4 unchanged sentences

Accumulated amortization

( 1,184,146 )

Amortization expense of intangible assets was $ 370 and $ 232 for the year ended December 31, 2025, and 2024, respectively.

Expected annual amortization expense for the next five years related to intangible assets is as follows (excludes in-process intangible assets):

(in thousands)

6 — Segment Reporting

The Company operates in one business segment that develops, manufactures, markets and distributes MRI compatible medical devices and related accessories, disposables and services relating to them.

The determination of a single business segment is consistent with the consolidated financial information regularly provided to the Company’s appointed chief operating decision maker (“CODM”), who is President, Chief Executive Officer, and Chairman of the Board of Directors, Roger Susi.

As the Company has only one operating segment and is managed on a consolidated basis, the measure of profit or loss is consolidated net income or loss.

See the Consolidated Statements of Operations.

The determination of a single business segment is consistent with the financial information regularly provided to the Company’s appointed chief operating decision maker (“CODM”), who is President, Chief Executive Officer, and Chairman of the Board of Directors, Roger Susi.

As the Company has only one operating segment and is managed on a basis, the measure of profit or loss is net income or loss.

See the Statements of Operations.

7 — Stock-Based Compensation

6 unchanged sentences

The 2023 Plan reserves 1,500,000 shares of our common stock for awards of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, RSUs, performance awards and other stock-based awards.

As of December 31, 2024, there were 1,309,213 shares available for future granting and vesting of

awards under the 2023 Plan.

As of December 31, 2025, there were 1,298,630 shares available for future granting and vesting of awards under the 2023 Plan.

The 2023 Plan will expire on June 15, 2033, when any remaining shares available for future awards will be cancelled.

Stock-based compensation was recognized as follows in the Statements of Operations:

(in thousands)

Cost of revenue

3 unchanged sentences

Stock Options

The following table presents a summary of our stock option activity as of and for the year ended December 31, 2024:

Weighted-Average

Exercise Price

Outstanding beginning of period

Options exercised

Outstanding end of period

The total intrinsic value of options exercised during the year ended December 31, 2024 and 2023 was $ 132,219 and $ 698,855 respectively.

No options were granted during the years ended December 31, 2024 and December 31, 2023.

The Company previously maintained the 2014 Plan, which provided for the grant of stock options and other equity-based awards to employees and directors.

As of December 31, 2025, all stock options previously granted under the 2014 Plan have either been exercised, forfeited, or have expired according to their original terms.

During the years ended 2025 and 2024, there were no stock options granted, outstanding, or exercised.

All compensation expense related to previous awards was fully recognized in prior periods, and there was no share-based compensation expense recorded during the years ended 2025 and 2024.

As of December 31, 2025, there are no unrecognized compensation costs related to share-based payment arrangements for stock options.

Restricted Stock Units

4 unchanged sentences

Unvested at December 31, 2025

As of December 31, 2024, we had $ 4,692,820 of unrecognized compensation cost related to the unvested RSUs, which is expected to be recognized over a weighted-average period of 2.54 years.

As of December 31, 2025, we had $ 3.9 million of unrecognized compensation cost related to the unvested RSUs, which is expected to be recognized over a weighted-average period of 2.55 years.

Performance-Based Restricted Stock Units

5 unchanged sentences

Unvested at December 31, 2025

During the year ended December 31, 2024, the Company awarded 12,272 PSUs.

The awards will vest three years from the award date based on the achievement of certain performance criteria approved by the Compensation Committee.

During the year ended December 31, 2025, the Company awarded no PSUs.

During the year ended December 31, 2024, the Company awarded 12,272 PSUs.

3 unchanged sentences

Currently, for accounting purposes, we assume the full 49,070 are probable.

For the year ended December 31, 2024, the Company recognized $ 16,789 in stock compensation expense related to the 12,272 PSUs granted in December 2024 compared to $ 17,779 in stock compensation expense for the same period recognized in 2023 related to the 13,160 PSUs granted in December 2023.

For the year ended December 31, 2025, the Company recognized $ 0 in stock compensation expense related to PSUs granted in 2025 compared to $ 0.02 million in stock compensation expense for the same period recognized in 2024 related to the 12,272 PSUs granted in December 2024.

For the year ended December 31, 2024, the grant date fair value of the PSUs was $ 71.41 per unit, which was calculated using a Monte-Carlo simulation model with an expected term of three years and a risk-free interest rate of 4.13 %.

2 unchanged sentences

The volatility and dividend yield used for the Company was 46.8 % and 1.0 %, respectively.

As of December 31, 2024, we had $ 1,583,150 of unrecognized compensation cost related to the unvested PSUs, which is expected to be recognized over a weighted-average period of 2.34 years.

As of December 31, 2025, we had $ 0.79 million of unrecognized compensation cost related to the unvested PSUs, which is expected to be recognized over a weighted-average period of 1.66 years.

8 — Other Income, Net

1 unchanged sentence

Year Ended December 31,

(in thousands)

Interest income

Foreign currency exchange losses

Disposal of assets

Foreign currency exchange gains (losses)

Disposal of assets gains (losses)

Other income, net

1 unchanged sentence

9 — Income Taxes

Income before provision for income taxes was as follows:

Year Ended December 31,

(in thousands)

Total pre-tax book income:

The components of the provision for income taxes are as follows:

Year Ended December 31,

(in thousands)

Current taxes:

1 unchanged sentence

Deferred taxes:

( 1,195,888 )

Total deferred tax expense

( 1,421,945 )

Provision for income tax expense

A reconciliation of the provision for income taxes to the amount computed by applying the 21 % statutory U.S.

federal income tax rate to income before income taxes after adoption of ASU 2023-09 is as follows:

Year Ended December 31,

(in thousands)

Income taxes at the U.S.

federal statutory tax rate

State and local income taxes, net of federal income tax benefit (1)

Effects of cross border tax laws

Tax credits - other

Nontaxable or nondeductible items

Stock compensation expense and tax windfalls upon exercises and vesting

Nontaxable or nondeductible items - other

Other adjustments, net

Effective tax rate:

(1) State income tax is primarily driven by Florida and California

A reconciliation of the provision for income taxes to the amount computed by applying the 21 % statutory U.S.

federal income tax rate to income before income taxes for years prior to the adoption of ASU 2023-09 is as follows:

Year Ended December 31,

Statutory U.S.

federal tax rate

Stock compensation expense and tax windfalls upon exercises and vesting

State taxes, net of federal benefit

Permanent items

Provision to return adjustments, net

Foreign derived intangible income

Research and development credits

Effective tax rate

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

1 unchanged sentence

As of December 31,

(in thousands)

Deferred income tax assets (liabilities):

5 unchanged sentences

Total deferred income taxes, net

A reconciliation of the statutory U.S.

federal tax rate to our effective rate is as follows:

Year Ended December 31,

Statutory U.S.

federal tax rate

Stock compensation expense and tax windfalls upon exercises and vesting

State taxes, net of federal benefit

Permanent items

Provision to return adjustments, net

Foreign derived intangible income

Research and development credits

Effective rate

As of December 31, 2024 the Company has fully utilized their carryforward net operating losses for state tax purposes.

Many states follow the 20-year carryforward period for net operating losses;

however, a select few have a shorter expiration period.

The Company files income tax returns with the U.S.

federal government, Singapore, and various state and local jurisdictions that are subject to potential examination by the respective taxing authorities.

The Company is currently under examination by the U.S.

Internal Revenue Service for 2021 and remains subject to income tax examinations for

federal for 2021 and subsequent years.

federal government, and various state and local jurisdictions that are subject to potential examination by the respective taxing authorities.

The Company is subject to income tax examinations for U.S.

Federal taxes for 2022 and subsequent years.

state income taxes for 2021 and subsequent years remain open by statute.

A valuation allowance for deferred tax assets is provided when it is more likely than not that some portion of the deferred tax asset will not be realized.

Management has evaluated the need for a valuation allowance for deferred tax assets, considering the reversal of temporary differences, and believes it is more likely than not that the Company will realize the recorded net deferred income tax assets as of December 31, 2024.

We have entered into operating lease contracts for our plant and office space and various office equipment.

We have three material lease contracts outstanding.

In January 2014, we entered into a non-cancelable operating lease, commencing July 1, 2014, for our manufacturing and headquarters facility in Winter Springs, Florida owned by Susi, LLC, an entity controlled by our President, Chief Executive Officer, and Chairman of the Board, Roger Susi.

Pursuant to the terms of our lease for this property, the monthly base rent is $ 34,133 , adjusted annually for changes in the consumer price index.

For the year ended December 31, 2024 and 2023, the Company paid Susi, LLC $ 518,348 and $ 626,239 respectively related to this lease.

Under the terms of the lease, we are responsible for property taxes, insurance and maintenance expenses.

On May 29, 2024, the Company entered into a lease amendment (the “Lease Amendment”) with Susi, LLC under which it did not exercise the second five-year option because of the Company’s continued construction of a new corporate office and manufacturing facility in Orange County, Florida, to accommodate our increased operations and anticipated growth.

Pursuant to the terms of the Lease Amendment, the monthly base rent is $ 34,133 , adjusted annually for changes in the consumer price index, and the Lease Amendment has an expiration date of May 31, 2025, and includes an option to renew on a month-to-month basis for up to six months thereafter.

On July 4, 2025, the United States enacted The One Big Beautiful Bill Act (the “Bill”), which includes provisions that are expected to reduce our cash income tax payments over the next several years, with variability across periods, primarily due to additional depreciation deductions and the reinstatement of the immediate deduction of domestic research and development expenses.

The Bill has multiple effective dates, with certain provisions effective in 2025 and others to be implemented through 2027.

The Bill did not have a material impact on our effective income tax rate for the year ended December 31, 2025.

The amounts of cash income taxes paid by the Company were as follows:

(in thousands)

State and Local

Other jurisdictions

Income taxes, net of amounts refunded

The amount of cash income taxes paid by the Company during the year ended December 31, 2024

was $ 6.5 million.

Until the third quarter of 2025, we had outstanding operating lease contracts for our plant and office space and various office equipment, the latter of which were immaterial.

As of December 31, 2025, we have no material lease contracts outstanding.

In January 2014, we entered into a non-cancelable operating lease, commencing on July 1, 2014, for our manufacturing and headquarters facility in Winter Springs, Florida owned by Susi, LLC, an entity controlled by our President, Chief Executive Officer, and Chairman of the Board, Roger Susi.

On May 31, 2019, the expiration date of the initial lease term, and pursuant to the terms of the lease contract, we renewed the lease for an additional five years , which was set to expire on May 31, 2024.

On May 29, 2024, the Company entered into a lease amendment (the “Lease Amendment”) with Susi, LLC, under which the Company did not exercise the second five-year option because of the continued construction of the Company’s New Facility.

Pursuant to the terms, the Lease Amendment has an expiration date of May 31, 2025, and includes an option to renew on a month-to-month basis for up to six months thereafter, which we exercised.

During the third quarter of 2025, the Company completed its move to our New Facility and terminated the month-to-month lease with Susi, LLC under the Lease Amendment.

This Lease Amendment does not contain any residual value guarantee or material restrictive covenants

In February 2023, we entered into two , two-year , non-cancelable operating leases for approximately 5,400 square feet of additional office space in Winter Springs, Florida.

Pursuant to the lease terms the total monthly base rent is $ 10,055 .

For the year ended December 31, 2024 and 2023, the Company paid $ 126,522 and $ 110,605 respectively.

Under the terms of the lease, we are responsible for insurance and maintenance expenses.

Pursuant to the contract terms, the leases expired February 2025 and do not contain any residual value guarantee or material restrictive covenants.

Operating lease cost recognized in the Statements of Operations is as follows:

(in thousands)

Cost of revenue

3 unchanged sentences

Lease costs for short-term leases, such as printers and copiers, were immaterial for the years ended December 31, 2025 and 2024.

Maturity of Operating lease liability as of December 31, 2024, is as follows:

Total lease payments

Imputed interest

Present value of lease liability

We used a discount rate of 6.0 % to determine the present value of the operating lease liability on January 1, 2019.

In 2024 we completed a mid-year reassessment and right-of-use asset adjustment due to the lease amendment and anticipated completion of our new executive offices and manufacturing facility.

11 — Employee Benefit Plan

6 unchanged sentences

We had various purchase orders for goods or services totaling approximately $ 9,827 and $ 7,524 as of December 31, 2025 and 2024, respectively.

No amounts related to these purchase orders have been recognized in our balance sheet.

No significant amounts related to these purchase orders have been recognized in our balance sheet.

Indemnifications.

16 unchanged sentences

The holders of the Preferred Stock are entitled to receive dividends from legally available assets prior to any declaration or payment of dividends to the holders of Common Stock.

Dividends on each share of Preferred Stock are initially at $ 0.06429 per year payable when and as

declared by the Board and are non-cumulative.

Dividends on each share of Preferred Stock are initially at $ 0.06429 per year payable when and as declared by the Board and are non-cumulative.

After payment of such dividends, any additional dividends or distributions are distributed among all holders of Common Stock and Preferred Stock in proportion to the number of shares of Common Stock that would be held by each holder if all shares of Preferred Stock were converted to Common Stock at the then effective conversion rate.

17 unchanged sentences

In February 2026 , our Board of Directors declared a regular quarterly cash dividend of $ 0.20 per share of our outstanding common stock, payable on March 6, 2026 , to stockholders of record as of the close of business on February 23, 2026 .

Total payment for this cash dividend was $ 2,161,522 .

Total payment for this cash dividend was $ 2.6 million.

On January 26, 2026, the Company’s Chief Executive Officer completed all transactions under his previously disclosed Rule 10b5-1 trading plan, and the plan terminated in accordance with its terms.

On March 3, 2026, the Company granted an aggregate of 15,406 restricted stock units RSUs to certain members of management under the Company’s 2023 Equity Incentive Plan.

The RSUs vest over a three-year service period and have a grant-date fair value of approximately $ 1.6 million based on the closing price of the Company’s common stock on the grant date.

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-K

Item 9A. Controls and Procedures