What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-25 compared with 2025-02-26 · 381 added, 461 removed, 701 unchanged (55% of the section changed)

5 unchanged sentences

Consolidated Statements of Cash Flows – For the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Stoc kholders’ Equity (Deficit) – Fo r the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Stockholders’ Equity – For the years ended December 31, 2025, 2024 and 2023

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of MiMedx Group, Inc.

To the shareholders and the Board of Directors of MiMedx Group, Inc.

Opinion on the Financial Statements

21 unchanged sentences

Customers obtain and use products either through ship and bill sales or consignment arrangements.

Under ship and bill arrangements, the Company retains possession of the product until the customer submits an order and the order is shipped to the customer.

Under ship and bill arrangements, the Company retains possession of the product until the customer submits an order and the product ordered is shipped to the customer.

Under consignment arrangements, the customer takes possession of the product, but the Company retains title until the implantation, or application of the Company’s product to the end user.

23 unchanged sentences

Inventory 25,340 23,807

Prepaid expenses 5,018 5,624

Other current assets 10,303 7,835

1 unchanged sentence

Property and equipment, net 4,713 5,944

Right of use assets 5,606 2,132

Deferred tax assets 19,596 28,306

9 unchanged sentences

Accrued expenses 11,383 9,012

Current portion of Profit Share Payments 1,421 —

Current liabilities of discontinued operations — 1,352

Other current liabilities 5,790 4,507

3 unchanged sentences

Total liabilities $ 86,105 $ 70,808

Commitments and contingencies (Note 18)

Stockholders’ equity

5 unchanged sentences

Total stockholders’ equity 256,548 193,107

193,107 142,717

Total liabilities and stockholders’ equity $ 342,653 $ 263,915

$ 263,915 $ 239,047

See notes to the consolidated financial statements.

14 unchanged sentences

Impairment of intangible assets — 446 —

Operating income (loss) 58,865 37,116 ( 14,727 )

Other expense, net

Interest expense, net ( 1,006 ) ( 6,457 ) ( 5,016 )

Operating income 63,887 58,865 37,116

Other income (expense), net

Interest income (expense), net 2,933 ( 1,006 ) ( 6,457 )

Other expense, net ( 558 ) ( 565 ) ( 26 )

Income (loss) from continuing operations before income tax provision 57,294 30,633 ( 19,747 )

Income from continuing operations before income tax 66,262 57,294 30,633

Income tax provision (expense) benefit from continuing operations ( 17,684 ) ( 15,296 ) 36,806

( 15,296 ) 36,806 ( 206 )

Net income (loss) from continuing operations 41,998 67,439 ( 19,953 )

Net income from continuing operations 48,578 41,998 67,439

Income (loss) from discontinued operations, net of tax — 421 ( 9,211 )

Net income (loss) $ 42,419 $ 58,228 $ ( 30,197 )

Net income (loss) available to common stockholders from continuing operations $ 41,998 $ 55,796 $ ( 26,533 )

Net income $ 48,578 $ 42,419 $ 58,228

Net income available to common stockholders from continuing operations $ 48,578 $ 41,998 $ 55,796

Basic net income (loss) per common share:

1 unchanged sentence

Discontinued operations — — ( 0.08 )

Basic net income (loss) per common share:

Basic net income per common share:

$ 0.33 $ 0.29 $ 0.40

13 unchanged sentences

Cash flows from operating activities:

Net income (loss) from continuing operations $ 41,998 $ 67,439 $ ( 19,953 )

Adjustments to reconcile net income (loss) from continuing operations to net cash flows provided by (used in) operating activities of continuing operations:

Net income from continuing operations $ 48,578 $ 41,998 $ 67,439

Adjustments to reconcile net income from continuing operations to net cash flows provided by operating activities from continuing operations:

Share-based compensation 16,396 16,933 16,959

Deferred income tax provision

12,472 ( 37,802 ) —

Depreciation and amortization 14,881 6,041 3,427

Deferred income taxes 8,710 12,472 ( 37,802 )

Credit loss expense 6,515 595 1,449

Non-cash lease expenses 1,262 1,310 1,268

Shares received in settlement of litigation — ( 9,300 ) —

Amortization of intangible assets 3,762 762 701

Depreciation 2,279 2,665 3,345

Loss on extinguishment of debt — 1,401 —

Non-cash lease expenses 1,310 1,268 1,259

Credit loss expense 595 1,449 2,820

Other 641 1,112 613

2 unchanged sentences

Inventory ( 1,533 ) ( 2,357 ) ( 7,838 )

Prepaid expenses 606 ( 283 ) ( 1,371 )

Other assets ( 8,818 ) ( 352 ) 1,252

3 unchanged sentences

Other liabilities 289 ( 870 ) ( 497 )

Net cash flows provided by (used in) operating activities of continuing operations 67,128 34,937 ( 7,972 )

Net cash flows from operating activities of continuing operations 74,003 67,128 34,937

Net cash flows used in operating activities of discontinued operations — ( 930 ) ( 8,162 )

( 930 ) ( 8,162 ) ( 9,921 )

Net cash flows provided by (used in) operating activities

66,198 26,775 ( 17,893 )

Net cash flows provided by operating activities 74,003 66,198 26,775

Cash flows from investing activities:

Purchases of equipment ( 1,683 ) ( 1,987 ) ( 1,514 )

Cash paid for acquisitions ( 3,764 ) ( 7,862 ) —

Purchases of equipment ( 1,033 ) ( 1,683 ) ( 1,987 )

Other investments

( 2,089 ) ( 38 ) ( 168 )

1 unchanged sentence

Cash flows from financing activities:

Stock repurchased for tax withholdings on vesting of restricted stock ( 3,118 ) ( 2,641 ) —

Cash paid for Profit Share Payment (Note 14) ( 1,294 ) ( 80 ) —

Proceeds from Citizens Revolving Credit Facility — 30,000 —

Proceeds from Citizens Term Loan Facility 19,783 — —

Prepayment premium on Hayfin term loan ( 500 ) — —

Proceeds from Citizens Term Loan — 19,783 —

Prepayment premium on previous term loan — ( 500 ) —

Deferred financing cost — ( 1,101 ) —

Repayment of Hayfin term loan ( 50,000 ) — —

Repayment of previous term loan — ( 50,000 ) —

Repayment of Citizens Revolving Credit Facility — ( 30,000 ) —

1 unchanged sentence

Proceeds from exercise of stock options — 1,397 997

Stock repurchased for tax withholdings on vesting of restricted stock ( 2,641 ) — ( 1,190 )

Repurchase of Series B Preferred Shares — — ( 9,515 )

( 137 ) ( 52 ) ( 41 )

Other — ( 57 ) ( 52 )

Net cash flows used in financing activities ( 5,412 ) ( 34,199 ) ( 8,570 )

( 34,199 ) ( 8,570 ) ( 580 )

Net change in cash 61,705 22,416 16,050

22,416 16,050 ( 21,133 )

Cash and cash equivalents, beginning of period 104,416 82,000 65,950

82,000 65,950 87,083

Cash and cash equivalents, end of period $ 166,121 $ 104,416 $ 82,000

$ 104,416 $ 82,000 $ 65,950

See notes to the consolidated financial statements.

8 unchanged sentences

Share-based compensation expense — — 17,178 — — — 17,178

Exercise of stock options 160,762 — ( 618 ) ( 151,239 ) 1,269 — 651

Issuance of restricted stock 840,759 1 ( 3,969 ) ( 882,251 ) 3,968 — —

Restricted stock shares canceled/forfeited — — 378 90,367 ( 378 ) — —

Shares repurchased for tax withholding — — — 249,442 ( 1,190 ) — ( 1,190 )

Net loss — — — — — ( 30,197 ) ( 30,197 )

Balance at December 31, 2022 113,705,447 $ 114 $ 173,804 — $ — $ ( 191,906 ) $ ( 17,988 )

Share-based compensation expense — — 17,178 — — — 17,178

Exercise of stock options 130,129 — 885 ( 17,032 ) 112 — 997

Employee stock purchase plan 444,809 — 1,367 — — — 1,367

Issuance of restricted stock 2,185,604 2 ( 268 ) ( 73,335 ) 266 — —

Restricted stock shares canceled/forfeited — — 378 90,367 ( 378 ) — —

Exercise of stock options 130,129 — 885 ( 17,032 ) 112 — 997

Repurchase of Series B Preferred Stock — — ( 4,935 ) — — — ( 4,935 )

2 unchanged sentences

Balance at December 31, 2023

146,227,639 $ 146 $ 276,249 — $ — $ ( 133,678 ) $ 142,717

Share-based compensation expense — — 16,933 — — — 16,933

Employee stock purchase plan 245,640 — 1,582 — — — 1,582

Issuance of restricted stock, net 1,451,067 2 ( 2,643 ) — — — ( 2,641 )

Exercise of stock options 207,686 — 1,397 — — — 1,397

Shares received in settlement of litigation ( 1,200,000 ) ( 1 ) ( 9,299 ) — — — ( 9,300 )

Issuance of restricted stock, net 1,451,067 2 ( 2,643 ) — — — ( 2,641 )

Net income — — — — — 42,419 42,419

Balance at December 31, 2024

146,932,032 $ 147 $ 284,219 — $ — $ ( 91,259 ) $ 193,107

Issuance of restricted stock, net 882,093 1 ( 3,119 ) — — — ( 3,118 )

Share-based compensation expense — — 16,396 — — — 16,396

Employee stock purchase plan 279,795 — 1,585 — — — 1,585

Net income — — — — — 48,578 48,578

Balance at December 31, 2025

148,093,920 $ 148 $ 299,081 — $ — $ ( 42,681 ) $ 256,548

See notes to the consolidated financial statements.

4 unchanged sentences

MiMedx Group, Inc.

(together with its subsidiaries, except where the context otherwise requires, “ MIMEDX ,” or the “ Company ”) is a pioneer and leader in placental biologics focused on helping humans heal.

With more than a decade of helping clinicians manage chronic and other hard-to-heal wounds, MIMEDX is dedicated to providing a leading portfolio of products for applications in the wound care, burn, and surgical sectors of healthcare.

(together with its subsidiaries, except where the context otherwise requires, “ MIMEDX ,” or the “ Company ”) is a pioneer and leader focused on helping humans heal.

With nearly two decades of experience helping clinicians manage chronic and other hard-to-heal wounds, MIMEDX provides a leading portfolio of products for applications in the wound care, burn, and surgical sectors of healthcare.

The Company’s vision is to be the leading global provider of healing solutions through relentless innovation to restore quality of life.

All of our products sold in the United States are regulated by the United States Food and Drug Administration (“ FDA ”).

All of the Company’s products sold in the United States are regulated by the United States Food and Drug Administration (“ FDA ”).

The Company’s product portfolio and product development focuses on Wound and Surgical markets.

The Company’s business is focused primarily on the United States of America but the Company also has a small commercial presence in several international locations, including Japan.

The Company’s business is focused primarily on the United States of America but the Company also has a growing commercial presence in several international locations, including Japan.

Significant Accounting Policies

4 unchanged sentences

Reclassifications

Current portion of long term debt of $ 1.0 million as of December 31, 2023, which was presented in other current liabilities in previously-issued financial statements, has been reclassified to be presented in a separate line item, still within current liabilities, in these consolidated financial statements to conform to current year presentation.

Certain prior period amounts in the consolidated financial statements and accompanying notes have been deemed immaterial and reclassified to conform to the current period’s presentation.

Use of Estimates

2 unchanged sentences

Actual results could differ from those estimates.

Significant estimates include estimates of useful lives of property and equipment and intangible assets, impairment of property and equipment, goodwill and intangible assets, estimates of loss for contingent liabilities, estimate of allowance for doubtful accounts, estimate of fair value of and the probable achievement of performance conditions associated with share-based payment awards, estimates of returns and allowances, estimate of fair value of Profit Share Payments (as defined below), and valuation of deferred tax assets.

Significant estimates include estimated useful lives and potential impairment of property and equipment, estimates of impairment for goodwill and intangible assets, estimates of useful lives for intangible assets, estimates of loss for contingent liabilities, estimate of allowance for credit losses, estimates of fair value of share-based payment awards, estimates of the probable level of achievement of performance conditions associated with the vesting of share-based payment awards, estimates of returns and allowances, estimate of fair value of the remaining Profit Share Payments (as defined below), determination of fair value of hybrid instruments valued under the Fair Value Option, and valuation of deferred tax assets.

Segment Reporting

7 unchanged sentences

Cash and cash equivalents include cash held at various banks.

The Company considers all highly-liquid investments purchased with an original maturity of three months or less at the date of purchase and money market mutual funds to be cash equivalents.

The Company considers all highly-liquid investments purchased with an original maturity of three months or less at the date of purchase and funds held in money market accounts to be cash equivalents.

Market Concentrations and Credit Risk

1 unchanged sentence

Federal Deposit Insurance Corporation (“ FDIC ”) provides insurance coverage for deposits up to $250,000 for substantially all depository accounts.

As of December 31, 2024 and 2023, the Company had cash and cash equivalents of approximately $ 103.7 million and $ 81.3 million, respectively, in excess of the insured amounts in three depository institutions.

As of December 31, 2025 and 2024, the Company had cash and cash equivalents of $ 165.9 million and $ 103.7 million, respectively, in excess of the insured amounts in three depository institutions.

Accounts Receivable

1 unchanged sentence

Generally, the Company does not require collateral or any other security to support its receivables.

Accounts receivable is presented net of the Company’s allowance for doubtful accounts.

The allowance for credit losses is calculated based on the Company’s current expectations for credit losses, which is generally informed by historical trends.

Accounts receivable is presented net of the Company’s allowance for credit losses.

The allowance for credit losses is calculated based on the Company’s current expectations for credit losses, which is generally informed by historical collection patterns.

The Company’s policy to reserve for potential bad debts based on the age of the individual receivable and the character of the customer, as well as customer-specific qualitative factors, such as bankruptcy proceedings.

4 unchanged sentences

Costs of inventory sold are recognized using the first–in, first-out (“ FIFO ”) method.

Inventory is tracked through raw material, work-in-process, and finished goods stages as the product progresses through various production steps and stocking locations.

Inventory manufactured by the Company is tracked through raw material, work-in-process, and finished goods stages as the product progresses through various production steps and stocking locations.

Labor and overhead costs are absorbed through the various production processes up to when the work order closes.

Inventory purchased from third-party manufacturers is included in finished goods inventory.

Historical yields and normal capacities are utilized in the calculation of production overhead rates.

3 unchanged sentences

Leasehold improvements are depreciated on a straight-line method over the shorter of the estimated useful lives and the remaining lease term.

Asset Retirement Obligations

The Company records obligations associated with the legal requirement to retire long-lived assets when an estimate for the cost of retirement can reasonably be made.

The Company reviews legal obligations associated with the retirement of long-lived assets that result from contractual obligations or the acquisition, construction, development and/or normal use of the assets.

If it is determined that a legal obligation exists, regardless of whether the obligation is conditional on a future event, the fair value of the liability for an asset retirement obligation is recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made.

The fair value is calculated as the estimate of the expected cash outflow to satisfy the legal obligation discounted to present value using the Company’s then-prevailing incremental borrowing rate.

At such point in time, an asset and liability are recorded for the amount of the expected liability.

The asset amount is depreciated, straight-line, over the life of the underlying asset, while the liability is accreted to the amount of the expected outflow through selling, general and administrative expense using the effective interest method.

Subsequent revisions to estimates for future cash flows related to the asset retirement obligations are recorded as equal increases or decreases to the retirement asset and liability.

Intangible Assets, Net

1 unchanged sentence

Intangible assets acquired outside of a business combination are capitalized based on the cost to acquire the assets, allocated pro rata based on the fair value of the individual assets acquired.

Any contingent consideration issued in connection with the acquisition of assets is capitalized at the time at which all contingencies regarding its payment are resolved.

Any contingent consideration issued in connection with an acquisition of assets is capitalized at the time at which all contingencies regarding its payment are resolved.

The Company amortizes the capitalized cost of finite-lived intangible assets over a period generally reflective of the anticipated contributions to cash flow generation.

Amortization of intangible assets is recorded as part of cost of sales or operating expenses in the consolidated statements of operations depending on the nature of the underlying intangible asset and its use in the Company’s operations.

Impairment of Long-lived Assets

19 unchanged sentences

No impairment loss is recognized if the fair value of the reporting unit exceeds the carrying value.

The Company incurs certain legal and related costs in connection with patent applications.

The Company capitalizes such costs to be amortized over the expected life of the patent to the extent that an economic benefit is anticipated from the resulting patent or an alternative future use is available to the Company.

The Company capitalized $ 0.0 million, $ 0.2 million, and $ 0.2 million of patent costs for the years ended December 31, 2024, 2023, and 2022, respectively.

The Company determines if a contract is, or contains, a lease at inception.

11 unchanged sentences

The difference between the lease liability immediately before and immediately after lease modification is reflected as an equal and offsetting adjustment to the associated ROU asset.

Operating lease right of use assets and the related liabilities are included in right of use asset, other current liabilities, and other liabilities, respectively, in the consolidated balance sheets.

Operating lease right of use assets and the related liabilities are included in other assets, other current liabilities, and other liabilities, respectively, in the consolidated balance sheets.

Lease expense associated with operating leases is recognized, straight-line, over the lease term.

The Company does not recognize interest expense from operating lease liabilities.

Finance lease right of use assets and the related liabilities are included in property and equipment, net, other current liabilities, and other liabilities, respectively, in the consolidated balance sheets.

Finance lease right of use assets are amortized, straight-line, over the lease term as depreciation expense.

Interest expense is recognized using the effective interest method on finance lease liabilities as part of interest expense, net.

The Company did not have any finance lease assets or liabilities as of December 31, 2025 or 2024.

Treasury Stock

1 unchanged sentence

Subsequent issuances of shares held in treasury are assumed to be released on a FIFO basis.

During 2024, all shares repurchased were retired.

During 2025 and 2024, all shares repurchased were retired.

Contingencies

1 unchanged sentence

See Note 14, Commitments and Contingencies , for discussion of material matters.

Legal fees and other expenses related to litigation are expensed as incurred and included in selling, general and administrative expenses or investigation, restatement and related expenses in the consolidated statements of operations, depending on the nature of the matter.

The Company records an accrual for resolution costs and other contingencies in the consolidated financial statements when the Company determines that a loss is both probable and reasonably estimable.

Legal fees and other expenses related to litigation are expensed as incurred and included in selling, general and administrative expenses or, prior to 2025, investigation, restatement and related expenses in the consolidated statements of operations, depending on the nature of the matter.

The Company records an accrual for settlement costs and other contingencies in the consolidated financial statements when the Company determines that a loss is both probable and reasonably estimable.

Subsequent revisions to the Company’s accrual are made as new information emerges and are accounted for prospectively.

21 unchanged sentences

The Company maintains a returns policy that allows its customers to return product that is damaged or non-conforming, ordered in error, or due to a recall.

The estimate of the provision for returns is based upon historical experience with actual returns.

The estimate of the provision for returns is based upon historical return activity, including discrete events which could cause or have historically caused changes in return patterns.

The Company’s payment terms for customers are typically 30 to 60 days from receipt of title of the goods.

1 unchanged sentence

Cost of sales includes all costs directly related to bringing the Company’s products to their final selling destination.

Amounts include direct and indirect costs to manufacture products including raw materials, personnel costs and direct overhead expenses necessary to convert collected tissues into finished goods, costs to acquire product from third-party manufacturers, product testing costs, quality assurance costs, facility costs associated with the Company’s manufacturing and warehouse facilities, including depreciation, freight charges, costs to operate equipment and other shipping and handling costs for products shipped to customers.

Amounts include direct and indirect costs to manufacture products including raw materials, personnel costs and direct overhead expenses necessary to convert collected tissues into finished goods, costs to acquire product from third-party manufacturers, product testing costs, quality assurance costs, facility costs associated with the Company’s manufacturing and warehouse facilities, including depreciation, amortization of certain intangible assets, freight charges, costs to operate equipment and other shipping and handling costs for products shipped to customers.

The Company obtains raw material in the form of human placenta donations from participating mothers who give birth via scheduled Caesarean section.

1 unchanged sentence

Research and development costs consist of direct and indirect costs associated with the development of the Company’s technologies.

Historically, these expenses largely represented costs associated with our clinical trials, but now largely represent costs associated with new product development and pilot production.

These expenses generally represent costs associated with the Company’s clinical trials as well as costs associated with new product development and pilot production.

These costs are expensed as incurred.

11 unchanged sentences

The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates the Company uses to manage the underlying business.

In evaluating the objective evidence that historical results provide, management considers three years of cumulative income (loss) exclusive of items that will not recur, such as discontinued operations.

In evaluating the objective evidence that historical results provide, management considers three years of cumulative income exclusive of items that will not recur, such as discontinued operations.

The Company accounts 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.

Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the tax provision (benefit) in the period that includes the enactment date.

The calculation of income tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations both for U.S.

Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the tax provision expense (benefit) in the period that includes the enactment date.

The calculation of income tax liabilities involves uncertainties in the application of complex tax laws and regulations both for U.S.

federal income tax purposes and across numerous state jurisdictions.

Accounting Standards Codification (“ ASC ”) Topic 740, Income Taxes , states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or

litigation processes, on the basis of the technical merits.

The Company records unrecognized tax benefits within other current liabilities on the consolidated balance sheets and adjusts these liabilities when management’s judgment changes as a result of the evaluation of new information not previously available.

9 unchanged sentences

The Company has two share-based compensation plans which provide for the granting of equity awards, including qualified incentive and non-qualified stock options and restricted stock awards.

The Company has three types of awards to employees and directors:

The Company has three types of awards to employees and directors that are outstanding as of December 31, 2025:

restricted stock units (“ RSUs ”), performance stock units (“ PSUs ”), and stock options.

5 unchanged sentences

For awards which are subject to a condition other than a service condition, the Company recognizes stock-based compensation expense using the graded-vesting method, treating each tranche as if it were a separately-granted award and recognizing expense through the vesting date of each individual tranche.

In each case, the Company recognizes share-based compensation expense to the extent that vesting is “probable”.

The Company recognizes the cumulative effect of changes in the probability outcomes in the period in which the changes occur.

In each case, the Company recognizes share-based compensation expense to the extent that vesting is “probable.” The Company recognizes the cumulative effect of changes in the probable outcome of an award in the period in which the changes occur.

The resolution of a market condition is not subsequently considered in expense recognition.

Consequently, the Company could recognize expense for awards that do not ultimately vest.

Basic and Diluted Net Income (Loss) per Common Share

Basic net income (loss) per common share is calculated as net income (loss) from continuing operations available to common stockholders divided by weighted average common shares outstanding for the applicable period.

Net income (loss) from continuing operations available to common stockholders is calculated by adjusting net income (loss) for dividends on the Company’s historical Series B Convertible Preferred Stock (“ Series B Preferred Stock ”), which fully converted during 2023.

Basic and Diluted Net Income per Common Share

Basic net income per common share is calculated as net income from continuing operations available to common stockholders divided by weighted average common shares outstanding for the applicable period.

Net income from continuing operations available to common stockholders is calculated by adjusting net income for dividends on the Company’s historical Series B Convertible Preferred Stock (“ Series B Preferred Stock ”), which fully converted during 2023.

This amount is divided by the weighted average common shares outstanding during the period.

2 unchanged sentences

Unexercised stock options are excluded from the calculation of weighted average common shares outstanding until they are exercised.

Shares issuable pursuant to the Company’s Employee Stock Purchase Plan (“ ESPP ”) are included for the minimum number of shares issuable beginning at the point in time that all contingencies for share issuance are resolved.

Diluted net income (loss) per common share adjusts basic net income (loss) per common share for convertible securities, options, equity incentive awards, and other share-based payment awards which have yet to vest and vest only upon the satisfaction of a service condition.

Equity incentive awards and options that are subject to a performance or market condition

are included only if the performance or market condition would be satisfied if the end of the applicable period were the end of the performance period.

In any case, these adjustments are reflected in the calculation of diluted net income (loss) per common share to the extent that they reduce basic net income (loss) from continuing operations per common share.

Basic and diluted net income (loss) per common share from discontinued operations are evaluated using the same denominator as basic and diluted net income (loss) per common share from continued operations even if the dilutive adjustments are antidilutive to that calculation.

The Company used the if-converted method to calculate the dilutive effect of the Series B Preferred Stock.

Diluted net income per common share adjusts basic net income per common share for convertible securities, options, equity incentive awards, and other share-based payment awards which have yet to vest and vest only upon the satisfaction of a service condition.

Equity incentive awards and options that are subject to a performance or market condition are included only if the performance or market condition would be satisfied if the end of the applicable period were the end of the performance period.

In any case, these adjustments are reflected in the calculation of diluted net income per common share to the extent that they reduce basic net income from continuing operations per common share.

Basic and diluted net income (loss) per common share from discontinued operations is evaluated using the same denominator as basic and diluted net income per common share from continuing operations even if the dilutive adjustments are antidilutive to the calculation of the former.

The Company used the if-converted method to calculate the dilutive effect of the historical Series B Preferred Stock.

The if-converted method assumes that convertible securities are converted at the later of the issuance date and the beginning of the period.

If the hypothetical conversion of convertible securities, and the consequential avoidance of any accumulated preferred dividends, would decrease basic net income (loss) from continuing operations per common share, these effects are incorporated in the calculation of diluted net income (loss) from continuing operations per common share, adjusted for the portion of the period the securities were outstanding.

If the hypothetical conversion of convertible securities, and the consequential avoidance of any accumulated preferred dividends, would decrease basic net income from continuing operations per common share, these effects are incorporated in the calculation of diluted net income from continuing operations per common share, adjusted for the portion of the period the securities were outstanding.

The Company uses the treasury stock method to calculate the dilutive effect of options, non-option share awards, and certain other share-based payments.

The treasury stock method assumes that the proceeds from exercise are used to repurchase common shares at the weighted average market price during the period, increasing the denominator for the net effect of shares issued upon exercise less hypothetical shares repurchased.

Shares issuable pursuant to the ESPP are included in the calculation of diluted net loss per common share to the extent that such shares would be issued based on the share price at the conclusion of the period, excluding the shares already reflected in the calculation of weighted average common shares outstanding.

The treasury stock method assumes that the proceeds from exercise are used to repurchase

common shares at the weighted average market price during the period, increasing the denominator for the net effect of shares issued upon exercise less hypothetical shares repurchased.

Fair Value of Financial Instruments and Fair Value Measurements

4 unchanged sentences

The Company uses the fair value measurement framework to value these assets and reports these fair values in the periods in which they are recorded or written down.

Fair value financial instruments are recorded in accordance with the fair value measurement framework.

Financial instruments measured at fair value are recorded in accordance with the fair value measurement framework.

The fair value measurement framework includes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair values in their broad levels.

11 unchanged sentences

Although the Company believes that the recorded fair value of its financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values.

Government Assistance

The Company receives benefits from various government entities for various purposes from time to time.

With respect to any benefits that are not dependent on income (which are subject to the policy described under Income Taxes , above), the Company

recognizes such benefits at the point in time in which all barriers to receive the assistance have been overcome in an amount equal to the expected benefit.

Benefits are reflected in the consolidated statements of operations in the line item to which the associated benefit relates.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting:

Improvements to Reportable Segment Disclosures (Topic 280) ”.

The standard seeks to improve the disclosures about a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses.

ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024.

As of December 31, 2024, the Company adopted this standard.

Refer to Note 13, Segment Information, for further discussion.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, “ Improvement to Income Tax Disclosures (Topic 740) ”, which requires additional disclosures for income tax rate reconciliations, income taxes paid, and certain other tax disclosures.

Accounting Standards Update 2023-09 - Income Taxes

In December 2023, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standards Update (“ ASU ”) 2023-09, “Improvement to Income Tax Disclosures (Topic 740)”, which requires additional disclosures for income tax rate reconciliations, income taxes paid, and certain other tax disclosures.

ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures.

1 unchanged sentence

Adoption is required for annual periods beginning after December 15, 2024.

The Company is currently evaluating the impact of this standard on its consolidated financial statements..

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)” , which requires disclosure of specified information about certain costs and expenses.

The amendments in ASU 2024-03 are intended to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to the financial statements.

ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual periods beginning after December 15, 2027.

Early adoption is permitted.

The Company adopted this standard prospectively during the year ended December 31, 2025.

Refer to Note 12, Income Taxes .

Recently Issued Accounting Pronouncements Not Yet Adopted

Accounting Standards Update 2024-04 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40),” which requires disaggregated disclosure of certain income statement expenses within the footnotes to the financial statements.

ASU 2024-03 is intended to address requests from investors for more detailed information about the types of expenses in commonly presented expense captions such as cost of sales, selling, general and administrative expenses, and research and development.

Adoption is required for annual periods beginning after December 15, 2026 and interim periods within annual periods beginning after December 15, 2027.

The Company is currently evaluating the impact of this standard on its consolidated financial statements.

ASUs issued and not yet effective as of December 31, 2024, and through the date of this report, were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s current and future financial position or results of operations.

All other ASUs issued and not yet effective as of December 31, 2025, and through the date of this report, were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s current and future financial position and results of operations.

Accounts Receivable, Net

1 unchanged sentence

Accounts receivable, gross $ 84,410 $ 58,960

Allowance for doubtful accounts ( 3,132 ) ( 3,144 )

Allowance for credit losses

( 8,703 ) ( 3,132 )

Accounts receivable, net $ 75,707 $ 55,828

Activity related to the Company’s allowance for doubtful accounts during the year ended December 31, 2024 was as follows (in thousands):

Allowance for Doubtful Accounts

Activity related to the Company’s allowance for credit losses for the year ended December 31, 2025 and 2024 was as follows (in thousands):

Allowance for credit losses

Balance at December 31, 2023

Bad debt expense 1,449

Credit loss expense

Write-offs ( 607 )

Balance at December 31, 2024

Bad debt expense 595

Credit loss expense

Write-offs ( 944 )

Balance at December 31, 2025

Credit loss expense for the year ended December 31, 2025 reflects credit quality concerns resulting from changes in Medicare reimbursement for skin substitutes, which went into effect on January 1, 2026.

Inventory consists of the following (in thousands):

3 unchanged sentences

Inventory $ 25,340 $ 23,807

Consignment inventory, included as a component of finished goods in the table above, was $ 5.1 million and $ 4.0 million as of December 31, 2024 and 2023, respectively.

Property and Equipment, Net

5 unchanged sentences

Asset retirement cost 875 867

Finance lease assets — 189

Property and equipment, gross 28,211 27,266

accumulated depreciation and amortization ( 21,322 ) ( 20,028 )

Property and equipment, net of accumulated depreciation and amortization $ 5,944 $ 6,974

accumulated depreciation

( 23,498 ) ( 21,322 )

Property and equipment, net of accumulated depreciation

$ 4,713 $ 5,944

Depreciation expense for each of the years ended December 31, 2025, 2024, and 2023 was recorded in certain captions of the consolidated statements of operations for those periods in the amounts shown in the table below (in thousands):

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Supplemental balance sheet information related to the Company’s leases, including the financial statement caption in which the amounts are presented, is as follows (amounts in thousands, except lease term and discount rate):

Operating Leases Finance Leases

December 31, December 31,

2024 2023 2023

Right of use asset $ 5,606 $ 2,132 $ —

Property and equipment, net — — 51

Total assets $ 5,606 $ 2,132 $ 51

Operating Leases

Other assets $ 4,344 $ 5,606

Other current liabilities $ 1,320 $ 1,307

8 unchanged sentences

Operating lease cost

$ 1,625 $ 1,478 $ 1,532

Amortization of finance lease ROU assets

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Certain lease agreements require the Company to return designated areas of leased space to its original condition upon termination of the lease agreement, for which the Company records an asset retirement obligation and a corresponding capital asset in an amount equal to the estimated fair value of the obligation.

In subsequent periods, the asset retirement obligation is

accreted for the change in its present value and the capitalized asset is depreciated, both over the term of the associated lease agreement.

Asset retirement obligations of $ 1.2 million are included in other liabilities in the consolidated balance sheets as of both December 31, 2024 and 2023.

Goodwill and Intangible Assets, Net

In concert with the disbanding of its Regenerative Medicine business unit during the fourth quarter of 2023, management concluded that the Company operated as a single operating segment beginning at that time.

This operating segment reflected its sole reporting unit for goodwill impairment testing purposes.

For the annual impairment test performed on October 1, 2024, the Company performed a qualitative assessment to determine the existence of impairment.

The qualitative assessment concluded that it was more likely than not that goodwill was not impaired and the Company did not proceed to the quantitative assessment.

There was no impairment of goodwill in 2023 or 2022.

The following table indicates the changes in the carrying amount of goodwill for 2024 and 2023 (in thousands):

Balance as of January 1, 2023 $ 19,441

Balance as of December 31, 2023 $ 19,441

Balance as of December 31, 2024 $ 19,441

In subsequent periods, the asset retirement obligation is accreted for the change in its present value and the capitalized asset is depreciated, both over the term of the associated lease agreement.

Asset retirement obligations of $ 1.3 million and $ 1.2 million are included in other liabilities in the consolidated balance sheets as of both December 31, 2025 and 2024, respectively.

Intangible Assets, Net

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Patents and know-how $ 10,666 $ ( 8,843 ) $ 1,823 $ 10,320 $ ( 8,488 ) $ 1,832

Customer and supplier relationships 7,659 ( 1,147 ) 6,512 — — —

Supplier relationships 12,660 ( 2,678 ) 9,982 7,659 ( 1,147 ) 6,512

Tradenames and trademarks 12,497 ( 12,497 ) — 2,937 ( 1,850 ) 1,087

10 unchanged sentences

Cost of sales $ 12,178 $ 2,997 $ —

$ 2,997 $ — $ —

Operating expense 439 765 762

Total amortization of intangible assets $ 12,617 $ 3,762 $ 762

$ 3,762 $ 762 $ 701

Impairment of intangible assets $ 446 $ — $ —

The impairment of intangible assets in 2024 related to patents which were abandoned.

There was no impairment of intangible assets during the years ended December 31, 2025 and 2023.

The impairment of intangible assets in the amount of $ 0.4 million in 2024 related to patents which were abandoned.

Expected future amortization of intangible assets as of December 31, 2025, is as follows (in thousands):

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External commissions

Accrued GPO Fees 411 1,338

$ 5,390 $ 3,843

Estimated returns

Legal costs 459 834

Accrued rebates

Accrued inventory receipts 871 174

Other 215 1,038

Total $ 9,012 $ 9,361

Long Term Debt

Long Term Debt, Net

Citizens Credit Agreement

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All obligations are required to be paid in full on January 19, 2029 (the “ Maturity Date ”).

The Company has the option to obtain one or more incremental Term Loan Facilities and/or increase the commitments under the Revolving Credit Facility in an aggregate principal amount equal to the greater of (i) $ 50.0 million and (ii) 1.00 times the Company’s Consolidated EBITDA (as defined therein), each subject to the existing or any new lenders’ election to extend additional term loans or revolving commitments.

At the Company’s option, borrowings under the Citizens Credit Agreement (other than any swingline loan) will bear interest at a rate per annum equal to (i) the Alternate Base Rate, as defined therein, or (ii) a Term Secured Overnight Financing Rates (“ SOFR ”), as defined therein, in each case plus an applicable margin ranging from 1.25 % and 2.50 % with respect to Alternate Base Rate borrowings and 2.25 % and 3.50 % for Term SOFR borrowings, plus a fallback provision of 0.1 %.

Swingline loans will bear interest at a rate per annum equal to one-month Term SOFR plus the applicable margin.

The applicable margin will be determined based on the Company’s consolidated total net leverage ratio.

The Term Loan Facility carried an interest rate of 6.1 % as of December 31, 2025 .

The applicable margin is determined based on the Company’s consolidated total net leverage ratio.

The Company is required to pay a quarterly commitment fee on any unused portion of the Revolving Credit Facility, letter of credit fees, and other customary fees to the Agent and the Lenders.

The Term Loan Facility will amortize on a quarterly basis at 1.25 % (for year one and two), 1.88 % (for year three and four), and 2.5 % (for year five) based on the aggregate principal amount outstanding under the Term Loan Facility on the Closing Date, with the remainder due on the Maturity Date.

The Company must make mandatory prepayments in connection with certain asset dispositions and casualty events, subject in each case to customary reinvestment rights.

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As of December 31, 2025, the Company is in compliance with all financial covenants under the Citizens Credit Agreement.

Original issue discount and deferred financing costs incurred as part of the Credit Facilities were allocated between the Term Loan Facility and the Revolving Credit Facility on the basis of the maximum potential principal outstanding permitted under the Citizens Credit Agreement.

The allocation of the deferred financing costs and original issue discount between the Term Loan Facility and the Revolving Credit Facility were as follows (in thousands):

January 19, 2024

Term Loan Facility

Revolving Credit Facility

Long term debt, net Other assets

Original issue discount

$ 224 $ 839 $ 1,063

Deferred financing costs 54 202 256

On the Closing Date, the Company borrowed $ 30.0 million under the Revolving Credit Facility and $ 20.0 million under the Term Loan Facility.

Proceeds from the initial drawings under the Credit Facilities together with cash on hand were used to repay in full the $ 50.0 million principal amount and other outstanding obligations under the Hayfin Term Loan, as defined below, and to pay related fees, premiums, costs and expenses (collectively with the entry into the Citizens Credit Agreement and the initial borrowings thereunder, the “ Debt Refinancing Transactions ”) .

The Company recorded a loss on extinguishment of debt of $ 1.4 million.

This amount is reflected as a part of interest expense, net on the consolidated statement of operations for the year ended December 31, 2024.

The composition of the loss on extinguishment of debt was as follows (amounts in thousands):

January 19, 2024

Unamortized deferred financing costs

Unamortized original issue discount

Prepayment premium

Loss on extinguishment of debt

During February 2024, the Company repaid the initial $ 30.0 million drawing under the Revolving Credit Facility and had no outstanding borrowings under this facility as of December 31, 2024.

Deferred financing costs and original issue discount allocated to the Revolving Credit Facility are amortized straight-line through the expiration of the commitment term.

The Revolving Credit Facility is currently subject to a commitment fee of 0.25 % per annum of the amount undrawn, which is recognized as interest expense.

Hayfin Loan Agreement

In June 2020, the Company entered into a Loan Agreement with, among others, Hayfin Services, LLP, and affiliate of Hayfin Capital Management, LLP (as amended from time to time, the “ Hayfin Loan Agreement ”), under which Hayfin provided the Company with a senior secured term loan of $ 50.0 million (the “ Hayfin Term Loan ”).

The Hayfin Term Loan was to mature on June 30, 2025 (the “ Hayfin Maturity Date ”).

Interest on the Hayfin Term Loan was based on SOFR, plus a fallback provision of 0.15 %, subject to the Floor, plus the Margin.

Annually, the Company was required to prepay the outstanding loans based on a percentage of Excess Cash Flow (as defined in the Hayfin Loan Agreement), if such were generated.

Had the Company not executed the Debt Refinancing Transactions, the Company would have been required to prepay a portion of the outstanding principal pursuant to the Excess Cash Flow provision under the Hayfin Loan Agreement for the year ended December 31, 2023.

The $ 1.0 million of principal repayments for the year ending December 31, 2024 reflects the scheduled principal payments pursuant to the Citizens Credit Agreement (as defined above) during that period, therefore representing the current obligation that was not refinanced on a long-term basis.

This amount is classified as current portion of long term debt in the Company’s consolidated balance sheets.

As noted above, the Hayfin Loan Agreement was terminated as a result of the Debt Refinancing Transactions.

There were no continuing obligations as part of the Hayfin Loan Agreement as of December 31, 2024.

The balances of the Term Loan Facility as of December 31, 2024 and the Hayfin Term Loan as of December 31, 2023 were as follows (amounts in thousands):

The balance of the Term Loan Facility as of December 31, 2025 and 2024 was as follows (amounts in thousands):

December 31, 2025 December 31, 2024

4 unchanged sentences

Original issue discount — ( 27 ) — ( 137 )

$ 1,000 $ 17,830 $ 1,000 $ 48,099

Interest expense related to the Term Loan Facility and the Hayfin Term Loan included in interest expense, net in the consolidated statements of operations, was as follows (amounts in thousands):

Year Ended December 31,

2024 2023 2022

Stated interest $ 1,797 $ 6,078 $ 4,559

Amortization of deferred financing costs 47 438 405

Accretion of original issue discount 91 67 62

Interest expense $ 1,935 $ 6,583 $ 5,026

Interest expense related to the Revolving Credit Facility included in interest expense, net in the consolidated statements of operations, was as follows (amounts in thousands):

Year Ended December 31,

Commitment fee

Amortization of deferred financing costs 63

Accretion of original issue discount 168

Interest expense $ 409

Interest expense related to the Term Loan Facility was $ 1.6 million and $ 1.9 million for the years ended December 31, 2025 and 2024, respectively.

The Company previously maintained a separate term loan facility, which was terminated in January 2024 in connection with the Debt Refinancing Transactions and the execution of the Citizens Credit Agreement.

Interest expense related to the prior term loan facility was $ 6.6 million for the year ended December 31, 2023.

All such amounts are reflected within interest income (expense), net on the consolidated statements of operations.

Interest income (expense), net for the year ended December 31, 2023 reflects the impact of the prior term loan facility.

Interest expense related to the Revolving Credit Facility included in interest income (expense), net in the consolidated statements of operations.

Interest Expense related to the Revolving Credit Facility was $ 0.4 million and $ 0.4 million for the year ended December 31, 2025 and 2024, respectively.

Scheduled principal payments due on the Term Loan Facility, by year, as of December 31, 2025 through maturity are as follows (in thousands):

4 unchanged sentences

Treasury instruments with similar maturities, with an incremental risk premium for risk factors specific to the Company.

The remaining cash flows associated with the Term Loan Facility were discounted to December 31, 2024 using this discount rate to derive the fair value.

Basic and Diluted Net Loss Per Common Share

Net loss per common share is calculated using two methods:

Fair value was calculated by discounting the remaining cash flows associated with the Term Loan Facility to December 31, 2025 using this discount rate.

Net Income Per Common Share

Net income per common share is calculated using two methods:

basic and diluted.

Basic Net Loss Per Common Share

The following table provides a reconciliation of net loss to net loss available to common shareholders and calculation of basic net loss per common share for each of the years ended December 31, 2024, 2023, and 2022 (amounts in thousands, except share and per-share amounts):

Basic Net Income Per Common Share

The following table provides a reconciliation of net income from continuing operations and calculation of basic net income per common share for each of the years ended December 31, 2025, 2024, and 2023 (in thousands, except share and per share amounts):

Year ended December 31,

2025 2024 2023

Net income (loss) from continuing operations

$ 41,998 $ 67,439 $ ( 19,953 )

Net income from continuing operations $ 48,578 $ 41,998 $ 67,439

Income (loss) from discontinued operations, net of tax — 421 ( 9,211 )

421 ( 9,211 ) ( 10,244 )

Net income (loss) 42,419 58,228 ( 30,197 )

Adjustments to reconcile to net loss available to common stockholders:

Net income 48,578 42,419 58,228

Adjustments to reconcile to net income available to common stockholders:

Accumulated dividend on previously converted Series B Preferred Stock — — 6,753

— 6,753 6,580

Preferred share repurchase in excess of book value — — 4,890

Total adjustments — — 11,643

Net income (loss) available to common stockholders from continuing operations

$ 41,998 $ 55,796 $ ( 26,533 )

Net income available to common stockholders from continuing operations $ 48,578 $ 41,998 $ 55,796

Weighted average common shares outstanding 147,793,069 146,979,354 116,495,810

2 unchanged sentences

Discontinued operations — — ( 0.08 )

Basic net income (loss) per common share

Basic net income per common share

$ 0.33 $ 0.29 $ 0.40

Diluted Net Loss Per Common Share

The following table sets forth the computation of diluted net loss per common share (in thousands, except share and per-share amounts):

Diluted Net Income Per Common Share

The following table sets forth the computation of diluted net income per common share (in thousands, except share and per-share amounts):

Year ended December 31,

2025 2024 2023

Net income (loss) available to common stockholders from continuing operations

$ 41,998 $ 55,796 $ ( 26,533 )

Net income available to common stockholders from continuing operations $ 48,578 $ 41,998 $ 55,796

Dividends on previously converted Series B Preferred Stock — — 6,466

— 6,466 6,580

Preferred share repurchase in excess of book value — — 5,177

1 unchanged sentence

Total adjustments — — 6,466

Net income (loss) available to common stockholders from continuing operations 41,998 62,262 ( 26,533 )

Net income available to common stockholders from continuing operations 48,578 41,998 62,262

Income (loss) from discontinued operations, net of tax — 421 ( 9,211 )

421 ( 9,211 ) ( 10,244 )

Weighted average common shares outstanding 147,793,069 146,979,354 116,495,810

11 unchanged sentences

Discontinued operations 0.00 0.00 ( 0.06 )

Diluted net income (loss) per common share

Diluted net income per common share

$ 0.32 $ 0.28 $ 0.37

2 unchanged sentences

2025 2024 2023

Series B Preferred Stock — 1,219,348 27,850,916

Restricted stock unit awards — — 546,883

Restricted stock awards — — 217,971

Outstanding stock options — — 65,720

Performance stock unit awards — — 5,251

Employee stock purchase plan — — 18,852

Potential common shares — 1,219,348 28,705,593

Series B Preferred Stock

In October 2023, the Company repurchased 5,000 shares of the Company’s Series B Preferred Stock for $ 9.5 million (the “ Repurchase ”) pursuant to a Securities Purchase Agreement with certain entities managed by or affiliated with Hayfin Capital Management LLP (the “ Hayfin Shareholders ”).

In connection with the Repurchase, the Hayfin Shareholders entered into customary lock-up provisions requiring them to retain the balance of their equity positions for a period of at least one year.

Management assessed whether the consideration paid could have reflected a non pro-rata distribution and reached the conclusion that it was not.

Mandatory Conversion

In December 2023, the remaining 95,000 outstanding shares of the Company’s Series B Preferred Stock, together with accrued dividends, were mandatorily converted into shares of the Company’s Common Stock in accordance with the Series B Preferred Stock terms set forth in the Company’s Articles of Incorporation.

As a result of this conversion, the Company issued 29,761,650 shares of Common Stock to the holders of the Series B Preferred Stock.

The conversion of the shares ended the dividend accrual associated with the Series B Preferred Stock

The below table illustrates changes in the Company’s balance of the Series B Preferred Stock for the year ended December 31, 2023.

(in thousands, except per share amounts):

Series B Preferred Stock

Shares Amount

Balance at December 31, 2022

100,000 $ 92,494

Repurchase of Series B Preferred Stock — — 1,219,348

( 5,000 ) ( 4,625 )

Conversion of Series B Preferred Stock

( 95,000 ) ( 87,869 )

Balance at December 31, 2023

There was no activity related to the Series B Preferred Stock during the year ended December 31, 2022.

As a result of their conversion in December 2023, there were no shares of Series B Preferred Stock outstanding at any point during the year ended December 31, 2024.

Stock-Based Compensation Awards

18 unchanged sentences

Each stock option granted reflects the right to purchase one share of stock for a stipulated price.

Except for the CEO Performance Option (as defined below), all of the Company’s stock option grants outstanding as of December 31, 2024 vest exclusively based on continued service to the Company through each relevant vesting date.

Except for the CEO Performance Option (as defined and explained below), all of the Company’s stock options outstanding as of December 31, 2025 vest exclusively based on continued service to the Company through each relevant vesting date.

All stock options outstanding vest in four equal annual tranches.

13 unchanged sentences

Year ended December 31,

2025 2024 2023

Stock price on grant date $ 8.30 $ 8.63 $ 6.44

5 unchanged sentences

Weighted average grant date fair value $ 4.62 $ 4.93 $ 4.10

There were no options granted during the year ended December 31, 2022.

The intrinsic values of the options exercised during the years ended December 31, 2024, 2023, and 2022 were $ 0.2 million, $ 0.2 million, and $ 0.6 million, respectively.

Cash received from option exercise under all share-based payment arrangements for the years ended December 31, 2024, 2023, and 2022 was $ 1.4 million, $ 1.0 million, and $ 0.7 million, respectively.

The actual tax benefit for the tax deductions from option exercise of the share-based payment arrangements totaled $ 0.1 million,

$ 0.2 million, and $ 0.2 million, respectively, for the years ended December 31, 2024, 2023, and 2022.

There were no options exercised during the year ended December 31, 2025.

The intrinsic values of the options exercised during the years ended December 31, 2024 and 2023 were $ 0.2 million and $ 0.2 million, respectively.

Cash received from option exercise under all share-based payment arrangements for the years ended December 31, 2024 and 2023 was $ 1.4 million and $ 1.0 million, respectively.

The actual tax benefit for the tax deductions from option exercise of the share-based payment

arrangements totaled $ 0.1 million and $ 0.2 million, respectively, for the years ended December 31, 2024 and 2023.

The Company has a policy of using its available repurchased treasury stock, if any, to satisfy option exercises prior to the issuance of new shares of common stock.

2 unchanged sentences

The Company grants RSUs to certain employees and to its Board of Directors.

RSUs reflect contracts reflecting the right to receive on share of Common Stock on a specified date, provided the recipient continues to provide service to the Company through the relevant vesting date.

RSUs reflect contracts reflecting the right to receive one share of Common Stock on a specified date, provided the recipient continues to provide service to the Company through that date.

RSUs generally vest over a one - to three-year period.

1 unchanged sentence

Beginning in 2024, RSUs granted to employees generally vest in a single tranche on the third anniversary date of the date of grant.

Awards granted to the Company’s Board of Directors vest in a single tranche on the first anniversary date of the date of grant.

Awards granted to the Company’s Board of Directors vest in a single tranche generally on the first anniversary date of the date of grant.

Historically, the Company also granted Restricted Stock Awards (“ RSAs ”) to employees.

1 unchanged sentence

The RSAs had similar vesting conditions to RSUs.

The last of the Company’s RSAs vested during the year ended December 31, 2023.

The Company did not grant any RSAs during the year ended December 31, 2025, nor does it have any unvested RSAs outstanding as of December 31, 2025.

7 unchanged sentences

The total fair value of RSUs and RSAs vested during the years ended December 31, 2025, 2024 and 2023, was $ 6.4 million $ 10.9 million, and $ 10.3 million, respectively.

As of December 31, 2024, there was $ 15.0 million of stock-based compensation expense related to RSUs which is expected to be recognized over 1.90 years.

As of December 31, 2025, there was $ 16.7 million of unrecognized stock-based compensation expense related to RSUs which is expected to be recognized over 1.85 years.

Performance Stock Units

The Company grants PSUs to certain employees, primarily its Executive Leadership Team.

Like RSUs, PSUs reflect the right to receive one share of Common Stock based on the achievement of specified performance conditions.

As of December 31, 2024, all performance conditions associated with PSUs are associated with the achievement of specified net sales targets.

Like RSUs, PSUs reflect the right to receive one share of Common Stock.

However, in addition to providing continued service to the Company, PSUs contain additional vesting conditions which are based on the achievement of specified performance.

As of December 31, 2025, all performance conditions associated with PSUs are specified net sales targets of varying levels.

In each case, the PSU agreements allow for vesting in excess of the number of shares granted.

6 unchanged sentences

Granted 667,619 8.92

Achievement Adjustment 16,986 4.62

Vested ( 76,510 ) 4.62

Forfeited ( 83,504 ) 7.15

Unvested at December 31, 2025 4,702,395 $ 5.03

The total fair value of PSUs vested during the year ended December 31, 2025 was $ 0.6 million.

No PSUs vested during the years ended December 31, 2024 and 2023.

As of December 31, 2025, there was $ 2.7 million of unrecognized stock-based compensation expense related to unvested PSUs, which is expected to be recognized over 1.17 years.

This amount reflects the level of vesting determined to be “probable” for all such awards.

These amounts reflect the level of vesting determined to be “probable” for all unvested PSU awards as of December 31, 2025.

Any subsequent adjustments to expense would be reflected as a cumulative catch-up adjustment in the period of the re-evaluation.

3 unchanged sentences

On January 27, 2023, the Board of Directors appointed Joseph H.

Capper to serve as Chief Executive Officer.

Capper to serve as the Company’s Chief Executive Officer.

The Company entered into a Letter Agreement with Mr.

9 unchanged sentences

The Company recognized $ 1.0 million of expense related to the CEO Performance PSUs during year ended December 31, 2025.

The cumulative expense recognized related to the CEO Performance PSUs was $ 5.2 million as of December 31, 2025.

CEO Performance Option

4 unchanged sentences

There are three separate share price goals associated with the CEO Performance Option.

If specified share price goals are met at one level, one-third of the option may vest, at a second level, a further one-third may vest, and at a third level, the full amount of the option may vest.

If specified share price goals are met at one level, one-third of the option may vest, at a second level, a further one-third may vest, and at a third

level, the full amount of the option may vest.

Satisfaction of the share price goals is based on the average of the closing price of the Company’s common stock during any 20 consecutive trading days through January 31, 2027 exceeding the stipulated share price goal.

19 unchanged sentences

All regular full-time employees of the Company (including officers) and all other employees who meet the eligibility requirements of the plan may participate in the ESPP.

The ESPP provides eligible employees an opportunity to acquire the Company’s common stock on a semi-annual basis at a purchase price of 85 % of the lower of the closing price per share of the Company’s common stock on the first day and the last day of each six-month purchase period (the “ Purchase Period ”).

The aggregate number of shares which may be issued and sold under the ESPP is 3 million shares of common stock.

For the years ended December 31, 2025, 2024 and 2023, the Company recorded $ 0.6 million, $ 0.6 million, and $ 0.5 million, respectively, in stock-based compensation expense related to the ESPP.

1 unchanged sentence

This amount is included in accrued compensation in the consolidated balance sheet.

Unrecognized stock compensation for the period is less than $ 0.1 million to be recognized over a weighted average period of 0.08 years.

Unrecognized stock compensation as of December 31, 2025 is $ 0.1 million to be recognized over a weighted average period of 0.08 years.

Share Withholding for Employee Taxes

Repurchases of shares of Common Stock in connection with the satisfaction of employee tax withholding obligations upon vesting of restricted stock and exercise of stock options for the years ended December 31, 2024, 2023, and 2022 were 354,263 , 0 , and 249,442 , respectively, for an aggregate purchase price of $ 2.6 million, $ 0 , and $ 1.2 million, respectively.

Net Sales By Product Category

MIMEDX has two product categories:

(1) Wound, which reflects products typically used in Advanced Wound Care settings, including the treatment of chronic, non-healing wounds, and (2) Surgical, which reflects products principally used in surgical settings, including the closure of acute wounds or the protect and reinforce tissues and/or regions of interest.

The Company manages its product portfolio and pipeline based upon opportunities in each of these settings.

Below is a summary of net sales by product line (in thousands):

Year Ended December 31,

2024 2023 2022

Wound $ 231,004 $ 205,660 $ 175,970

Surgical 117,875 115,817 91,871

$ 348,879 $ 321,477 $ 267,841

The Company did not have significant foreign operations or a single external customer from which 10% or more of revenues were derived during the years ended December 31, 2024, 2023, or 2022.

Net Sales By Care Setting

MIMEDX has three sites of service for its products (1) Hospital settings and wound care clinics, which are stable reimbursement settings in which products are used for both wound and surgical applications, (2) Private offices, which generally represents doctors and practitioners with independent operations, and (3) Other, which includes federal facilities, international sales, and other sites of service.

Below is a summary of net sales by site of service (in thousands):

Year Ended December 31,

2024 2023 2022

Hospital $ 187,440 $ 187,000 $ 163,206

Private Office 112,388 95,789 77,158

Other 49,051 38,688 27,477

$ 348,879 $ 321,477 $ 267,841

Reimbursement Changes

On April 13, 2025, new Local Coverage Determinations (“ LCDs ”) are currently scheduled to go into effect which will modify the reimbursement of skin substitutes in physician office settings.

Among other changes, many allografts that have been covered will no longer be reimbursed for Diabetic Foot Ulcers and/or Venous Leg Ulcers.

While EPIFIX and EPICORD continue to be covered under the new LCD, certain of our other products are not currently included.

In the past LCDs have been delayed or terminated.

The Company cannot be certain they will go into effect in April 2025 .

Sales Returns Allowance

Activity related to the Company’s sales returns allowance during the year ended December 31, 2024 was as follows (in thousands):

Sales Returns Allowance

Balance at December 31, 2022 $ 659

Additions 3,899

Deductions and write-offs

Balance at December 31, 2023

Additions 4,314

Deductions and write-offs ( 3,420 )

Balance at December 31, 2024

Segment Information

The Company determines its operating segment based on how the Chief Operating Decision Maker (“ CODM ”) reviews the business and makes resource allocation decisions.

The Company concluded that Joseph Capper, the Company’s Chief Executive Officer, is the CODM.

The Company has a single operating segment, which has not been aggregated with other operating segments.

The Company defines its segment on the basis in which internal reported financial information is regularly reviewed by the CODM to analyze financial performance and make capital allocation decisions.

The CODM uses several measures of profit or loss to assess Company performance and allocate resources.

Of these measures, net income (loss) is the measure that most aligns to GAAP.

Other measures used by the CODM includes adjusted earnings before interest, taxes, depreciation and amortization.

The CODM assesses actual results against budgets and forecasts, and uses this information to inform various strategic investments into the Company’s operations, including headcount and compensation.

Each financial statement caption included on the consolidated statements of operations reflects a significant segment expense evaluated by the CODM.

In addition to this, the CODM also evaluates selling and marketing expense and general and administrative expense, both of which are components of selling, general, and administrative expense on the consolidated statements of operations.

Selling and marketing expense reflects costs associated with the sale of the Company’s products, as well as the costs of functions that support these efforts.

This includes salaries and commissions associated with the Company’s direct sales force, commissions paid to sales agents, and expenses incurred by other sales support functions.

General and administrative expense reflects expenses incurred by the Company’s operating functions which do not directly advance the Company’s sales efforts, such as the Company’s finance, legal and human resource functions, among other departments.

The below table presents selling and marketing and general administrative expense for each of the years ended December 31, 2024, 2023, and 2022.

Year Ended December 31,

2024 2023 2022

Selling and marketing

$ 175,562 $ 161,833 $ 151,227

General and administrative

49,525 49,291 57,446

Selling, general and administrative

$ 225,087 $ 211,124 $ 208,673

Below is a breakout of interest expense and interest income for each of the years ended December 31, 2024, 2023, and 2022.

Year Ended December 31,

2024 2023 2022

Interest income

$ 2,932 $ 118 $ 32

Interest expense

( 3,938 ) ( 6,575 ) ( 5,048 )

Interest expense, net

$ ( 1,006 ) $ ( 6,457 ) $ ( 5,016 )

To see depreciation expense, amortization expense, income tax expense and significant noncash items for this segment please refer to Note 5, Property and Equipment, Net , Note 7, Goodwill and Intangible Assets, Net , Note 16, Income Taxes and Note 17, Supplemental Disclosure of Cash Flow and Non-Cash Investing and Financing Activities , respectively.

The CODM is not provided and does not review segment assets at a different asset level or category than the presentation on the consolidated balance sheet.

During 2024, the Company entered into various Asset Purchase Agreements (“ APAs ”) and associated Manufacturing and Supply Agreements (“ MSAs ”) in an effort to inorganically expand its product offering.

These transactions were accounted for as acquisitions of assets and the Company did not assume any liabilities associated with these activities.

Total consideration for these transactions during 2024 was $ 7.9 million.

Additional payments may be required in future periods in connection with these transactions.

TELA and Regenity Agreements

On March 15, 2024, the Company entered into an Asset Purchase Agreement (the “ TELA APA ”) with TELA Bio, Inc.

(“ TELA ”) to obtain exclusive rights to sell and market a 510(k)-cleared collagen particulate xenograft product in the United States.

TELA held these rights pursuant to a Manufacturing and Supply Agreement (the “ TELA-Regenity Supply Agreement ”) between TELA and Regenity Biosciences, Inc.

(“ Regenity ”), which retains all intellectual property rights and regulatory clearances related to the product.

Pursuant to the TELA APA, the Company paid $ 5.0 million of initial consideration to TELA;

additionally, the Company paid $ 0.4 million to acquire TELA’s remaining product inventory, and will be required to make additional payments (the “ Profit Share Payments ”) of between a minimum of $ 3.0 million and a maximum of $ 7.0 million based on MIMEDX’s net sales of the product over the two years following its commercialization of the product, which occurred during the second quarter of 2024.

In connection with the execution of the TELA APA, the Company was able to renegotiate the terms of the TELA-Regenity Supply Agreement, ultimately replacing it with a new Manufacturing and Supply Agreement (the “ Supply Agreement ”) with Regenity.

The Supply Agreement maintains MIMEDX’s exclusive right to sell and market the product in the United States.

The transaction was accounted for as an acquisition of assets, as substantially all the fair value of the acquired assets was concentrated in the acquired exclusive distribution rights.

The cost to acquire the assets on the transaction date was $ 8.1 million, reflecting the $ 5.0 million of initial consideration, $ 0.4 million to acquire inventory, and $ 2.7 million, which represented the fair value of the minimum amount of the Profit Share Payments.

This amount reflected the anticipated timing of such Profit Share Payments, discounted to present value at a discount rate approximating the Company’s borrowing rate plus a risk premium, all of which reflect Level 3 inputs as of the acquisition date.

These costs were allocated amongst the assets acquired.

The Company assigned $ 7.6 million to the distribution rights acquired and $ 0.5 million to inventory.

The amount ascribed to the distribution rights will be amortized over five years , generally reflective of the period of time over which the distribution rights are anticipated to contribute to cash flow generation.

Any Profit Share Payments exceeding the $ 3.0 million minimum will be capitalized in the period incurred as a part of the acquired assets and amortized over the remaining life of such assets.

Discontinued Operations

Disbanding of Regenerative Medicine Business Unit

In the second quarter of 2023, the Company announced the disbanding of its Regenerative Medicine reportable segment and the suspension of its Knee Osteoarthritis clinical trial program.

The announcement reflected the abandonment of the Company’s efforts to pursue a Biological License Application for its micronized dehydrated amnion chorion membrane product and a major definitive strategic shift in the Company’s focus toward its continuing commercial pipeline as its primary source of value creation.

The Company completed the regulatory obligations associated with the clinical trial during the fourth quarter of 2023, at which time material run-off operations had ceased and Regenerative Medicine met the criteria for presentation as a discontinued operation.

Financial Statement Impact of Discontinued Operations

The income and expenses of the discontinued operation have been classified as income (loss) from discontinued operations in the consolidated statements of operations as of December 31, 2024, 2023, and 2022 as follows (in thousands):

Repurchases of shares of Common Stock in connection with the satisfaction of employee tax withholding obligations upon vesting of restricted stock and exercise of stock options for the years ended December 31, 2025, 2024, and 2023 were 396,323 , 354,263 , and 0 , respectively, for an aggregate purchase price of $ 3.1 million, $ 2.6 million, and $ 0.0 million, respectively.

Series B Preferred Stock

In connection with the Repurchase, the Hayfin Shareholders entered into customary lock-up provisions requiring them to retain the balance of their equity positions for a period of at least one year.

Management assessed whether the consideration paid could have reflected a non pro-rata distribution and reached the conclusion that it was not.

Mandatory Conversion

As a result of this conversion, the Company issued 29,761,650 shares of Common Stock to the holders of the Series B Preferred Stock.

The conversion of the shares ended the dividend accrual associated with the Series B Preferred Stock.

As a result of their conversion in December 2023, there were no shares of Series B Preferred Stock outstanding at any point during the years ended December 31, 2025 and 2024.

Income Tax Provision Expense (Benefit)

Current and deferred income tax expense (benefit) is as follows (in thousands):

Year Ended December 31,

2025 2024 2023

Selling, general and administrative expense

$ ( 221 ) $ — $ 116

Research and development expense

( 200 ) 8,017 10,128

Restructuring expense

Income tax provision benefit

— ( 2,974 ) —

Income (loss) from discontinued operations

$ 421 $ ( 9,211 ) $ ( 10,244 )

The assets and liabilities of the discontinued operations have been classified as discontinued operations in the consolidated balance sheet as of December 31, 2024 and 2023 as follows (in thousands):

Current liabilities:

Accrued compensation

Accrued expenses — 1,041

Current liabilities of discontinued operations $ — $ 1,352

As a result of the announcement of the disbanding of Regenerative Medicine business unit, the Company evaluated goodwill associated with the Regenerative Medicine reporting unit for potential impairment.

The Company estimated fair value for the reporting unit using the income approach;

specifically, a discounted cash flow method.

As a result of this assessment, management concluded that the carrying value of the reporting unit exceeded its fair value by an amount that exceeded its goodwill balance.

Accordingly, the Company recognized an impairment loss for the full amount of the goodwill ascribed to the Regenerative Medicine reporting unit.

The goodwill impairment loss is included as a component of discontinued operations in the audited consolidated statement of operations for the year ended December 31, 2023.

Impairment of goodwill of $ 0.5 million was recorded as part of loss from discontinued operations for the year ended December 31, 2023.

Federal $ 6,417 $ 703 $ 576

State 2,534 2,121 422

Foreign 23 — —

Total current 8,974 2,824 998

Federal 8,165 11,626 ( 31,633 )

State 545 846 ( 9,144 )

Total deferred 8,710 12,472 ( 40,777 )

Income tax provision expense (benefit) $ 17,684 $ 15,296 $ ( 39,779 )

Summary of Deferred Tax Assets and Liabilities

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

Deferred Tax Assets:

Capitalized research and development expenditures $ 9,970 $ 10,843

Research and development and other tax credits 6,752 8,117

Accrued expenses

Share-based compensation

Intangible assets

Net operating loss

Accrued expenses 3,038 3,660

Credit Loss Expense

Capitalized research and development expenditures

Lease liabilities

Allowance for doubtful accounts 778 778

Intangible assets 580 —

Research and development and other tax credits

Sales return and allowances 601 494

Property and equipment

Interest limitation carry forward — 1,873

Other 155 437

Deferred Tax Liabilities:

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Right of use asset

Interest limitation carry forward ( 12 ) —

Intangible assets — ( 337 )

( 1,073 ) ( 1,392 )

Other liabilities

( 158 ) ( 12 )

Net Deferred Tax Assets

Valuation allowance

Net Deferred Tax Assets after Valuation Allowance

( 304 ) ( 505 )

The reconciliation of the federal statutory income tax rate of 21 % to the effective rate is as follows:

Net Deferred Tax Assets after Valuation Allowance

Certain income and expense items are not reported in tax returns and financial statements in the same year.

The tax effects of such temporary differences are reported as deferred income tax assets and liabilities.

The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefit that, based on available evidence, is not expected to be realized.

The Company establishes a valuation allowance for deferred tax assets for which realization is not more likely than not.

As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets.

A valuation allowance of $ 0.3 million and $ 0.5 million was recorded against the deferred tax asset balance as of December 31, 2025 and 2024, respectively.

In the event that the weight of the evidence changes in the future, any increase or decrease in the valuation allowance would result in a income tax expense or benefit, respectively.

The Company has no federal income tax net operating loss (“ NOL ”) carryforward at December 31, 2025.

At December 31, 2025, the Company had income tax net operating loss carryforwards for state purposes of $ 42.0 million..

At December 31, 2024, the Company had NOL carryforwards for federal and state purposes of $ 0.7 million and $ 64.2 million, respectively.

A portion of the Company’s NOLs and tax credits are subject to annual limitations due to ownership change limitations provided by Internal Revenue Code Section 382.

If not utilized, the state tax NOL carryforwards will expire between 2028 and 2038.

As of December 31, 2025, the Company recorded a deferred tax asset for state NOL carryforwards of $ 2.6 million.

There was no deferred tax asset for federal NOL carryforwards as of December 31, 2025.

As of December 31, 2024, the Company recorded a deferred tax asset for federal and state NOL carryforwards of $ 0.1 million and $ 3.6 million, respectively.

Effective Tax Rate Reconciliation

The following table provides a tabular rate reconciliation of the federal statutory income tax rate of 21% to the Company’s effective income tax rate for the year ended December 31, 2025, pursuant to the disclosure requirements of ASU 2023-09 (amounts in thousands, except percentages):

Year Ended December 31,

Federal statutory rate

$ 13,916 21.0 %

Domestic federal

Research and development tax credits ( 422 ) ( 0.6 ) %

Nontaxable or nondeductible items

Nondeductible compensation 2,213 3.3 %

Equity compensation ( 577 ) ( 0.9 ) %

Other 68 0.1 %

Domestic state income taxes, net of federal effect

Foreign tax effects

Changes in unrecognized tax benefits

Effective Tax Rate

$ 17,684 26.7 %

California, Minnesota, Illinois, Florida and Texas comprise the majority of the Company’s state tax income tax expense.

The reconciliation of the federal statutory income tax ra te of 21 % to the effective rate is as follows:

Federal statutory rate

21.0 % 21.0 %

State taxes, net of federal benefit

Nondeductible compensation 1.1 % 1.8 % ( 3.2 ) %

4.1 % ( 21.8 ) %

Deferred tax adjustments

Nondeductible compensation

Meals and entertainment

1 unchanged sentence

Valuation allowance

Tax credits ( 0.7 ) % ( 3.2 ) % 4.9 %

— % ( 123.5 ) %

Share-based compensation ( 1.0 ) % 2.8 %

Other 0.7 % ( 0.2 ) % 0.6 %

Tax credits ( 0.7 ) % ( 3.2 ) %

0.7 % ( 0.2 ) %

Effective tax rate

The effective tax rate for the year ended December 31, 2023 was significantly impacted by the reversal of a valuation allowance.

In the period, the Company noted that it was no longer in a cumulative three-year loss on a continuing operations basis, after excluding the effects of permanent book-tax differences.

The absence of such negative evidence, coupled with the Company’s expectation for future taxable income generation, led to a change in our assessment of the realizability of our deferred tax assets.

Current and deferred income tax expense (benefit) is as follows (in thousands):

Year Ended December 31,

26.7 % ( 120.2 ) %

Federal $ 703 $ 576 $ —

State 2,121 422 206

Total current 2,824 998 206

The effective tax rate for the year ended December 31, 2023 was favorably impacted by the reversal of a valuation allowance.

During that period, the Company concluded that it was no longer in a cumulative three-year loss on a continuing operations basis, after excluding the effects of permanent book-tax differences.

The absence of such negative evidence, combined with the Company’s expectation for future taxable income generation, led to a change in the Company’s assessment of the realizability of its deferred tax assets.

Income Taxes Paid

The following table summarizes income taxes paid net of tax refunds for the year ended December 31, 2025 , pursuant to the requirements prescribed by ASU 2023-09 (amounts in thousands):

Year Ended December 31,

Federal $ 5,940

State 846 ( 9,144 ) —

Total deferred 12,472 ( 40,777 ) —

Income tax provision expense (benefit)

$ 15,296 $ ( 39,779 ) $ 206

Certain items of income and expense are not reported in tax returns and financial statements in the same year.

The tax effects of such temporary differences are reported as deferred income tax assets and liabilities.

The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefit that, based on available evidence, is not expected to be realized.

The Company establishes a valuation allowance for deferred tax assets for which realization is not more likely than not.

As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets.

A valuation allowance of $ 0.5 million and $ 0.9 million was recorded against the deferred tax asset balance as of December 31, 2024 and 2023, respectively.

In the event that the weight of the evidence changes in the future, any increase or decrease in the valuation allowance would result in a income tax expense or benefit, respectively.

At December 31, 2024 and 2023, the Company had income tax net operating loss (“ NOL ”) carryforwards for federal and state purposes of $ 0.7 million and $ 64.2 million and $ 43.5 million and $ 85.7 million, respectively.

A portion of the Company’s NOLs and tax credits are subject to annual limitations due to ownership change limitations provided by Internal Revenue Code Section 382.

If not utilized, the federal and state tax NOL carryforwards will expire between 2028 and 2038.

As of December 31, 2024, the Company has recorded a deferred tax asset for both federal and state NOL carryforwards of approximately

$ 0.1 million and $ 3.6 million, respectively.

As of December 31, 2023, the Company has recorded a deferred tax asset for federal and state NOL carryforwards of $ 9.1 million and $ 4.6 million, respectively.

In 2025, the individual jurisdictions with cash taxes paid that equaled or exceeded 5% of total income taxes paid were California and Minnesota.

Unrecognized Tax Benefits

7 unchanged sentences

Included in the balance of unrecognized tax benefits are tax benefits of $ 0.9 million and $ 0.8 million as of December 31, 2025 and 2024, respectively, that, if recognized, would affect the effective tax rate.

Of these amounts, $ 0.2 million and $ 0.1 million, respectively, are recorded as other liabilities in the consolidated balance sheets as of those dates.

The remaining balance is reflected as a reduction to the related deferred tax asset.

Of these amoun ts, $ 0.9 million and $ 0.2 million, respectively, are recorded as other liabilities in the consolidated balance sheets as of those dates.

The remaining balance, if any, is reflected as a reduction to the related deferred tax asset.

The Company recognizes accrued interest related to unrecognized tax benefits and penalties as income tax expense.

4 unchanged sentences

Additional prior years may be open to the extent attributes are being carried forward to an open tax year.

One Big Beautiful Bill Act

On July 4, 2025, the “One Big Beautiful Bill Act” (the “ Tax Act ”) was enacted into law.

The Tax Act includes changes to U.S.

tax law that will be applicable to the Company beginning in tax year 2025.

These changes include modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation.

The impact of these provisions resulted in a current tax benefit resulting from the utilization of deferred tax assets, and did not affect the Company’s effective tax rate in the year ended December 31, 2025.

This impact is expected to be temporary.

Supplemental Disclosure of Cash Flow and Non-cash Investing and Financing Activities

8 unchanged sentences

Fair value of shares received in settlement of litigation — 9,300 —

Regen Lab consideration payable (Note 17)

Minimum Profit Share Payments pursuant to TELA APA — 2,731 —

6 unchanged sentences

Commitments and Contingencies

Contractual Commitments

The Company has commitments for meeting spaces, generally for hotel and conference spaces for company functions.

These commitments generally contain renewal options.

The estimated meeting space commitments are as follows (in thousands):

Year ending December 31, Meeting Space Commitments

Profit Share Payments

On March 15, 2024, the Company entered into an Asset Purchase Agreement (the “ TELA APA ”) with TELA Bio, Inc.

(“ TELA ”) to obtain exclusive rights to sell and market a 510(k)-cleared collagen particulate xenograft product in the United States.

Pursuant to the TELA APA, the Company is required to make payments (the “ Profit Share Payments ”) of between a minimum of $ 3.0 million and a maximum of $ 7.0 million based on MIMEDX’s net sales of the product over the two years following its commercialization of the product, which occurred during the second quarter of 2024.

The Company has paid a total of $ 1.3 million and $ 0.1 million in Profit Share Payments to TELA during the years ended December 31, 2025 and 2024, respectively.

The accretion expense for the year ended December 31, 2025 was $ 0.2 million.

The final Profit Share Payment will be made during the third quarter of 2026.

As of December 31, 2025, the fair value for the minimum amount of Profit Share Payments was $ 1.6 million.

This amount reflects the anticipated timing of such Profit Share Payments, discounted to present value at a discount rate approximating the Company’s borrowing rate plus a risk premium, all of which reflect Level 3 inputs.

This amount is reflected as part of other current liabilities in the consolidated balance sheet as of that date.

Litigation and Regulatory Matters

3 unchanged sentences

The Company's financial statements at December 31, 2025 reflect the Company's current best estimate of probable losses associated with pending matters, including costs to comply with various settlement agreements, where applicable.

The Company had zero accrued as of December 31, 2024 and December 31, 2023, respectively, related to expected settlement costs related to legal matters.

The Company had zero accrued as of December 31, 2025 and December 31, 2024 related to expected settlement costs related to legal matters.

The actual costs of resolving pending litigation matters may be in excess of the amounts accrued.

The Company paid $ 0.6 million, $ 0.2 million, and $ 0.7 million toward the resolution of legal matters involving the Company during the years ended December 31, 2024, 2023, and 2022, respectively.

In addition, insurance providers paid $ 0.6 million on the Company’s behalf to settle legal matters for the year ended December 31, 2022.

The Company made no payments toward the resolution of legal matters involving the Company during the year ended December 31, 2025 and paid $ 0.6 million and $ 0.2 million during the years ended December 31, 2024 and 2023, respectively.

During the second quarter 2024, the Company received 1.2 million shares of its own common stock in the settlement of certain legal matters.

3 unchanged sentences

Due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s business, results of operations, financial position or liquidity.

The Company received a Warning Letter on December 21, 2023, relating to the inspections and classification of AXIOFILL.

The Company received a Warning Letter from the FDA on December 21, 2023, relating to the inspections and classification of AXIOFILL.

The Company received a determination letter in March 2024 reaffirming the FDA’s position that AXIOFILL does not meet the regulatory classification requirements of a Human Cell, Tissue or Cellular or Tissue-based Product under Section 361 of the Public Health Service Act.

1 unchanged sentence

On March 25, 2024, MIMEDX filed suit in the U.S.

District Court for the Northern District of Georgia against the FDA, the U.S.

Department of Health and Human Services, Xavier Becerra, in his official capacity as Secretary of Health and Human Services, and Robert Califf, M.D.

in his official capacity as Commissioner of Food and Drugs at FDA alleging violations of the Administrative Procedure Act and asking the Court to vacate FDA’s designation, declare FDA’s designation as arbitrary, capricious, an abuse of discretion, and contrary to law, and declare that AXIOFILL meets the criteria to be regulated under Section 361 of the Public Health Services Act.

The parties have each filed motions for summary judgment in the case, which have been fully briefed.

District Court for the Northern District of Georgia alleging violations of the Administrative Procedure Act and asking the Court to vacate FDA’s designation, declare FDA’s designation as arbitrary, capricious, an abuse of discretion, and contrary to law, and declare that AXIOFILL meets the criteria to be regulated under Section 361 of the Public Health Services Act.

The parties each filed motions for summary judgment in the case.

On September 25, 2025, the court denied both summary judgment motions without prejudice and requested additional briefing.

On December 26, 2025, both MiMedx and the FDA filed renewed summary judgment motions.

Net Sales By Product Category

MIMEDX has two product categories:

(1) Wound, which reflects products typically used in Advanced Wound Care settings, including the treatment of chronic, non-healing wounds, and (2) Surgical, which reflects products principally used in surgical settings, including the closure of acute wounds or to protect and reinforce tissues and/or regions of interest.

The Company manages its product portfolio and pipeline based upon opportunities in each of these settings.

Below is a summary of net sales by product line (in thousands):

Year Ended December 31,

Surgical 142,304

The Company did not have significant foreign operations or a single external customer from which 10% or more of net sales were derived during the years ended December 31, 2025, 2024, or 2023.

Reimbursement Changes

In response to market dynamics that have resulted in increasing Medicare spend on skin substitutes in the physician office and associated care settings over the past several years, Medicare implemented changes related to the reimbursement of skin substitutes, effective with the implementation of the 2026 Physician Fee Schedule and 2026 Hospital Outpatient Prospective Payment System on January 1, 2026.

These changes include:

1) reimbursing skin substitute products uniformly across the hospital outpatient department and physician office and associated care settings and 2) capping the reimbursement rate for skin substitutes at $ 127.14 per square centimeter in these care settings, subject to geographic adjustments.

These adjustments could adversely affect revenue derived from the Company’s Wound category beginning in 2026.

Sales Returns Allowance

Activity related to the Company’s sales returns allowance during the year ended December 31, 2025 was as follows (in thousands):

Sales Returns Allowance

Balance at December 31, 2023

Additions 4,314

Deductions and write-offs ( 3,420 )

Balance at December 31, 2024

Additions 8,357

Deductions and write-offs ( 7,912 )

Balance at December 31, 2025

Segment Information

The Company determines its operating segments based on how the Chief Operating Decision Maker (“ CODM ”) reviews the business and makes resource allocation decisions.

The Company concluded that Joseph Capper, the Company’s Chief Executive Officer, is the CODM.

The Company has a single operating segment, which has not been aggregated with other operating segments.

The CODM uses several measures of profit or loss to assess Company performance and allocate resources.

Of these measures, net income is the measure that most aligns to GAAP.

Other measures used by the CODM include adjusted earnings before interest, taxes, depreciation and amortization.

Each financial statement caption included on the consolidated statements of operations reflects a significant segment expense evaluated by the CODM.

The below table presents selling and marketing and general administrative expense for each of the years ended December 31, 2025, 2024, and 2023 (amounts in thousands):

Year Ended December 31,

2025 2024 2023

Selling and marketing $ 209,681 $ 175,562 $ 161,833

General and administrative 56,513 49,525 49,291

Selling, general and administrative $ 266,194 $ 225,087 $ 211,124

Below is a breakout of interest expense and interest income for each of the years ended December 31, 2025, 2024, and 2023 (amounts in thousands):

Year Ended December 31,

2025 2024 2023

Interest income $ 4,716 $ 2,932 $ 118

Interest expense ( 1,783 ) ( 3,938 ) ( 6,575 )

Interest income (expense), net

$ 2,933 $ ( 1,006 ) $ ( 6,457 )

Information relating to depreciation expense, amortization expense, income tax expense and significant non-cash items for this segment can be found in Note 5, Property and Equipment, Net , Note 7, Intangible Assets , Net , Note 12, Income Taxes and Note 13, Supplemental Disclosure of Cash Flow and Non-Cash Investing and Financing Activities , respectively.

The CODM is not provided and does not review segment assets at a different asset level or category than the presentation on the consolidated balance sheet.

Acquisitions and Investments

During2025 and 2024, the Company entered into various agreements which conveyed various rights to certain products in an effort to inorganically expand its product offering.

In each case, these transactions were accounted for as acquisitions of assets and the Company did not assume any liabilities associated with these activities.

Total consideration for these transactions during 2025 was $ 10.1 million.

Additional payments may be required in future periods in connection with these transactions.

In December 2025, MiMedx entered into a Distributorship Agreement (the “ Regen Agreement ”) with Regen Lab USA LLC (“ Regen Lab ”), which provides the Company with the exclusive right to distribute their RegenKit®-Wound Gel in the United States.

The Regen Agreement was accounted for as an acquisition of assets.

All costs of acquisition were allocated to the distributorship agreement.

In satisfaction of the obligation created by the Regen Agreement, the Company paid Regen Lab an up-front payment of $ 5.0 million during January 2026.

This amount is reflected as part of accounts payable in the consolidated balance sheet as of December 31, 2025.

In addition, the Company may pay up to an additional $ 5.0 million in contingent consideration upon achievement of cumulative revenue milestones specified in the Regen Agreement.

Vaporox Agreement

Late in the second quarter of 2025, the Company entered into a Convertible Note Purchase Agreement (the “ Vaporox Note ”) with Vaporox, Inc.(“ Vaporox ”) for $ 2.0 million.

The note matures in the second quarter of 2028, and contains certain contingent conversion features upon the occurrence of specified events.

The Vaporox Note was funded early in the third quarter of 2025.

The Company elected to account for the Vaporox Note pursuant to the Fair Value Option guidance prescribed by Accounting Standards Codification (“ ASC ”) Topic 825.

This requires the Company to measure the Fair Value of the Vaporox Note, in its entirety, at each reporting date.

As a result of electing the fair value option, direct costs and fees related to the Vaporox Note are expensed as incurred.

As of December 31, 2025, the fair value of the note was $ 2.1 million.

The fair value of the note was estimated using a relevant valuation techniques and a series of Level 3 inputs.

The Vaporox Note funding is recorded as part of other current assets in the consolidated balance sheets as of December 31, 2025.

Celera and Emerge

During 2024 and the year ended December 31, 2025, the Company entered into various agreements which conveyed trademarks associated with CELERA and EMERGE to MiMedx.

The agreements required MiMedx to make payments at the time of the acquisition and additional payments over time when and if product is manufactured.

The Company accounted for these transactions as acquisitions of assets.

Accordingly, the Company capitalized payments made to acquire assets as payments were made or as the contingencies surrounding such payment were resolved as part of the acquired assets.

Any future payments associated with a contingency may also be capitalized as part of the acquired asset, to the extent that such payments are considered to be costs to acquire the associated asset.

TELA and Regenity Agreements

On March 15, 2024, the Company entered into the TELA APA with TELA Bio, Inc.

(“ TELA ”) to obtain exclusive rights to sell and market a 510(k)-cleared collagen particulate xenograft product in the United States.

TELA held these rights pursuant to a Manufacturing and Supply Agreement (the “ TELA-Regenity Supply Agreement ”) between TELA and Regenity Biosciences,

(“ Regenity ”), which retains all intellectual property rights and regulatory clearances related to the product.

Pursuant to the TELA APA, the Company paid $ 5.0 million of initial consideration to TELA;

additionally, the Company paid $ 0.4 million to acquire TELA’s remaining product inventory, and will be required to make Profit Share Payments of between a minimum of $ 3.0 million and a maximum of $ 7.0 million based on MIMEDX’s net sales of the product over the two years following its commercialization of the product, which occurred during the second quarter of 2024.

The Supply Agreement maintains MIMEDX’s exclusive right to sell and market the product in the United States.

The transaction was accounted for as an acquisition of assets, as substantially all the fair value of the acquired assets was concentrated in the acquired exclusive distribution rights.

The cost to acquire the assets on the transaction date was $ 8.1 million, reflecting the $ 5.0 million of initial consideration, $ 0.4 million to acquire inventory, and $ 2.7 million, reflecting the fair value of the minimum amount of the Profit Share Payments.

These costs were allocated amongst the assets acquired.

The Company assigned $ 7.6 million to the distribution rights acquired and $ 0.5 million to acquired inventory.

Any Profit Share Payments exceeding the $ 3.0 million minimum will be capitalized in the period incurred as a part of the acquired assets and amortized over the remaining life of such assets.

The Company has a 401(k) plan (the “ 401(k) Plan ”) covering all employees who have completed one month of service.

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The matching contribution for the years ended December 31, 2025, 2024, and 2023 was $ 2.6 million, $ 2.6 million, and $ 2.7 million, respectively.

Government Assistance

Employee Retention Credit

The Coronavirus Aid, Relief, and Economic Security Act (“ CARES Act ”) provided an employee retention credit (“ ERC ”), which was a refundable tax credit against certain payroll taxes.

Upon determination that the Company overcame the barriers required to receive the credit, the Company qualified and filed to claim the ERC.

The Company reflected the ERC as a reduction to the respective captions on the consolidated statements of operations associated with the employees to which the payroll tax benefit related.

The Company has recorded $ 1.0 million as part of other current assets in the consolidated balance sheets as of December 31, 2024 and 2023, reflecting the amount of ERC outstanding as of those dates.

Discontinued Operations

Disbanding of Regenerative Medicine Business Unit

In the second quarter of 2023, the Company announced the disbanding of its Regenerative Medicine reportable segment and the suspension of its Knee Osteoarthritis clinical trial program.

Expenses associated with the disbanding of Regenerative Medicine ceased in the third quarter of 2024.

Financial Statement Impact of Discontinued Operations

Year Ended December 31,

Selling, general and administrative expense

$ ( 221 ) $ —

Research and development expense

( 200 ) 8,017

Restructuring expense

Income tax provision benefit

Income (loss) from discontinued operations

$ 421 $ ( 9,211 )

The Company estimated fair value for the reporting unit using the income approach;

specifically, a discounted cash flow method.

As a result of this assessment, management concluded that the carrying value of the reporting unit exceeded its fair value by an amount that exceeded its goodwill balance.

Accordingly, the Company recognized an impairment loss for the full amount of the goodwill ascribed to the Regenerative Medicine reporting unit.

The goodwill impairment loss is included as a component of discontinued operations in the audited consolidated statement of operations for the year ended December 31, 2023.

Impairment of goodwill of $ 0.5 million was recorded as part of loss from discontinued operations for the year ended December 31, 2023.

Subsequent Events

Share Repurchase Plan

In February 2026, the Board authorized the Company to periodically repurchase up to $ 100.0 million of its outstanding common stock (the “ Share Repurchase Plan ”) through February 2028.

The share repurchase program does not obligate the Company to repurchase any shares.

In connection with the Share Repurchase Plan, the Company executed an amendment to the Citizens Credit Agreement (“ Amendment No.

1 ”) which allows the Company to repurchase shares during its term.

Amendment No.

1 does not make any other changes to the Citizens Credit Facility.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data