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Item 1. Business

2026-06-03 compared with 2025-05-28 · 123 added, 189 removed, 107 unchanged (74% of the section changed)

In this Annual Report on Form 10-K, Mesa Laboratories, Inc., a Colorado corporation, together with its subsidiaries is collectively referred to as “we,” “us,” “our,” the “Company,” or "Mesa." Mesa was organized in 1982 as a Colorado corporation.

In this annual report, Mesa Laboratories, Inc., a Colorado corporation, together with its subsidiaries is collectively referred to as “we,” “us,” “our,” the “Company,” or “Mesa.” Mesa was organized in 1982 as a Colorado corporation.

We are a global leader in the design and manufacture of life sciences tools and critical quality control solutions for regulated applications in the pharmaceutical, healthcare and medical device industries.

Mesa offers products and services to help our customers ensure product integrity, increase patient and worker safety, and improve the quality of life throughout the world.

We have manufacturing operations in the United States and Europe, and our products are marketed by our sales personnel in North America, Europe and Asia Pacific, and by independent distributors in these areas as well as throughout the rest of the world.

We prefer markets in which we can establish a strong presence and achieve high gross profit margins.

We offer products and services to help our customers ensure product integrity, increase patient and worker safety, and improve the quality of life throughout the world.

We have manufacturing operations in the United States and Europe, and our products are marketed by our sales personnel in North America, Europe and the Asia Pacific region ("APAC"), and by independent distributors throughout the world.

We are headquartered in Lakewood, Colorado and our common stock is listed for trading on the Nasdaq Global Market (“Nasdaq”) under the symbol MLAB.

Our fiscal year ends on March 31.

References in this Annual Report on Form 10-K (“annual report”) to a particular “fiscal year,” “year” or “year-end” mean our fiscal year.

References in this annual report to a particular “fiscal year,” “year” or “year-end” refer to our fiscal year.

We strive to create stakeholder value and further our purpose of Protecting the Vulnerable® by growing our business both organically and through acquisitions, by improving our operating efficiency, and by continuing to hire, develop and retain top talent.

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By delivering the highest quality products and services possible, we are committed to protecting the communities we serve.

Our revenues come from product sales, which include consumables and hardware, and services, which include discrete and ongoing maintenance, calibration, and testing services.

We grow our revenues organically by expanding our customer base and our product offerings, increasing sales volumes, and implementing price increases, as well as inorganically through acquisitions.

Our revenues are derived from sales of products and services.

Product sales consist primarily of consumables and hardware, while services consist primarily of discrete and ongoing maintenance, calibration and testing services.

We grow revenues organically by expanding our customer base and our product offerings, increasing sales volumes, and implementing price increases, as well as inorganically through acquisitions.

Our acquisition strategy is focused on businesses that complement our existing portfolio and those that expand our global presence further into life sciences tools and critical quality control solutions markets for regulated applications.

We focus on improving our operating efficiency through the Mesa Way , which is our customer-centric, lean based system for sustainably improving and operating the manufacturing and administrative aspects of our high-margin, niche businesses.

The Mesa Way is based on four pillars:

Our ongoing goal is to maximize value in our businesses by implementing efficiencies in our manufacturing, commercial, engineering and administrative operations.

We achieve efficiencies using the Mesa Way , our customer-centric, lean-based system for continuous improvement.

The Mesa Way is built on four key pillars:

M easure what matters:

We use our customers’ perspectives to measure what matters most and to set high standards for performance.

We manage to leading indicators whenever possible, which drives us to proactively avoid problems before they are apparent to our customers.

We use our customers’ perspectives to define and measure what matters most and to set high standards for performance.

We emphasize leading indicators to guide decision‑making to allow us to anticipate customer needs.

E mpower Teams:

We move decision making as close to the customer as possible and provide real-time communication forums to align the whole organization toward surpassing customer expectations.

We move decision-making as close to the customer as possible and utilize real-time communication forums to align the organization around delivering value and exceeding customer expectations.

S ustainably Improve:

We leverage a common and proven set of lean-based tools to identify and prioritize opportunities and to enable change to be embraced and implemented.

We apply a common and proven set of lean-based tools to continuously enhance our processes, products and services, to identify and prioritize our best opportunities, and to enable us to implement and embrace change.

A lways Learn:

We ensure that improvements are maintained, enabling us to raise performance expectations and repeat the cycle of improvement.

Equally, this cycle strengthens the Mesa team by providing endless learning opportunities for our employees, and helps us become an employer of choice in our communities.

We foster a culture of learning and adaptability by reflecting on outcomes, sharing knowledge, and building capabilities across the organization.

This mindset supports employee development and helps us attract and retain talent in our communities.

We hire, develop, and retain top talent capable of taking on new challenges using a team approach to continuously improve our products, our services, and ourselves, resulting in long-term value creation for our stakeholders.

We report our financial performance in four segments, or divisions:

(1) Sterilization and Disinfection Control, (2) Clinical Genomics, (3) Biopharmaceutical Development, and (4) Calibration Solutions.

(1) Sterilization and Disinfection Control, (2) Biopharmaceutical Development, (3) Calibration Solutions, and (4) Clinical Genomics.

Unallocated corporate expenses and other business activities are reported within Corporate and Other.

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Our Sterilization and Disinfection Control division manufactures and sells biological, chemical and cleaning indicators used to assess the effectiveness of sterilization, decontamination, disinfection and cleaning processes in the pharmaceutical, medical device and healthcare industries.

The division also provides testing and laboratory services, mainly to the dental and pharmaceutical industries.

The division also provides sterility assurance testing and laboratory services, primarily to dental and pharmaceutical customers.

The majority of our Sterilization and Disinfection Control products are single-use consumables used by customers on a routine basis.

Biological Indicators

Biological indicators contain spores of certain microorganisms that provide defined resistance to specified sterilization processes.

In use, biological indicators are exposed to a sterilization process and then tested to determine the presence of surviving organisms.

We grow the microbiological spores used in our biological indicator products from raw materials and apply them to convenient carriers such as small pieces of filter paper or stainless steel discs for sale.

To ensure our biological indicators accurately assess the effectiveness of sterilization, we undertake extensive quality control steps during manufacture to ensure the spores are well-characterized in terms of purity, the population of spores, and the spores’ resistance to sterilization following placement on or in the target carrier.

We offer a variety of product formats which allow our biological indicators to be used in many types of processes and environments.

Our biological indicator products include:

inoculated carriers such as spore strips or discs which require post-processing transfer to a growth media;

self-contained indicators, which have the growth media already pre-packaged in crushable ampoules;

process challenge devices (“PCDs”), which increase the resistance of the biological indicators;

and growth media.

In use, these indicators are exposed to a sterilization process and then tested to determine the presence of surviving organisms.

To ensure reliable performance, we employ extensive quality control procedures to characterize spore purity, population, and resistance to sterilization.

We offer a variety of biological indicator formats to support different sterilization environments and workflows.

Our biological indicator products include inoculated carriers such as spore strips or discs, self-contained indicators with prepackaged growth media, process challenge devices (“PCDs”) that increase indicator resistance, and growth media.

Our simple spore strips are used most often in small table-top steam sterilizers in dental offices, while our more complex self-contained biological indicators, which may be used with or without PCDs, are frequently used by medical device manufacturers to assure sterility in complex ethylene oxide sterilization processes.

We also offer testing services in which customers return used dental sterilization spore strips to our microbiological laboratory for testing.

Chemical indicators use a chemical reaction, generally evaluated by a color change, to assess sterilization conditions.

Type 1 process indicators measure whether direct exposure to a sterilization process has occurred.

Type 2 specific-use indicators test under a specific procedure, such as testing for air removal in a pre-vacuum steam sterilization cycle.

Type 3 single-variable indicators test a single critical variable in a sterilization process, for example, whether a given temperature has been attained.

Type 4 multivariable indicators measure two or more critical variables in a sterilization process and change color only, for example, when exposed to a given temperature for a specified period of time in a steam sterilization process.

Type 5 integrating indicators respond to all critical process parameters.

Type 6 emulating indicators respond to all critical process parameters for a specified sterilization cycle.

Biological indicators and chemical indicators are often used together to monitor processes.

Cleaning indicators are used to assess the effectiveness of cleaning processes, including in washer-disinfectors and ultrasonic cleaners in healthcare settings.

Cleaning is the critical first step performed prior to disinfection and sterilization.

Debris left on an instrument may interfere with microbial inactivation and can compromise disinfection or sterilization processes.

Our cleaning indicator products are manufactured either by inoculating a test soil onto a stainless-steel coupon or printing an ink, imitating a test soil, onto a plastic substrate.

Test soils and inks are designed to mimic the challenge of removing blood and tissue from surgical instruments and evaluate the effectiveness of our customers' cleaning processes.

We also provide sterility assurance services in which dental customers mail spore strips to our microbiological laboratory for testing.

Chemical Indicators

Chemical indicators use a chemical reaction, generally evaluated through color change, to assess whether sterilization conditions have been achieved.

These indicators are offered in multiple classifications designed to measure exposure to a process or the achievement of specific or multiple critical process parameters, for example, exposure to a given temperature for a specified period of time in a steam sterilization process.

Biological indicators and chemical indicators are often used together as part of a comprehensive sterility assurance program.

Cleaning Indicators

Cleaning indicators are used to assess the effectiveness of cleaning processes prior to disinfection and sterilization.

These products simulate the challenge of removing blood and tissue from surgical instruments and are used to evaluate washer disinfectors, ultrasonic cleaners, and other cleaning systems.

Our facilities in Bozeman, Montana and in Waldems, Germany and Munich, Germany manufacture our Sterilization and Disinfection Control division products, which include, among others, our GKE Clean-Record® Indicators, Apex® biological indicators, EZTest® self-contained biological indicators, and PCDs.

Our Sterilization and Disinfection Control division provides sterility assurance testing services to dental offices in the United States, Europe and Canada.

Sterilization and disinfection control products are disposable and are used on a routine basis, making product sales less sensitive to general economic conditions than certain other products and services we offer.

We generate sales to end users through our direct sales personnel and independent distributors.

We generate sales globally through our direct sales personnel and independent distributors.

Customers include industrial users involved in pharmaceutical and medical device manufacturing, hospitals, dental offices, and contract sterilization providers.

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Clinical Genomics

Our Clinical Genomics division develops, manufactures and sells highly sensitive, low-cost, high-throughput genetic analysis tools and related consumables and services that enable clinical research labs and contract research organizations to perform genomic testing for a broad range of research applications in several therapeutic areas.

Using Clinical Genomics’ MassARRAY® system and our proprietary consumables, including chips, panels, and chemical reagent solutions, our customers can analyze DNA samples for inherited genetic disease testing, pharmacogenetics, oncology testing, infectious disease testing, doping and toxicology testing, and other highly differentiated applications for use in research.

The MassARRAY® system couples mass spectrometry with end-point polymerase chain reaction ("PCR") methods, enabling highly multiplexed reactions under universal cycling conditions to provide accurate, sensitive, rapid genetic analysis.

The MassARRAY® system is differentiated in the market by its ability to target up to 50 specific DNA variants in a single PCR reaction and run up to 384 samples on one SpectroCHIP® array, multiple times a day, with the flexibility to process additional samples overnight.

In addition to the MassARRAY® system and related consumable products, Clinical Genomics also sells services, including equipment maintenance contracts and custom laboratory services.

Approximately 75% of our Clinical Genomics revenues are from consumables used on a routine basis;

sales of these products are less sensitive to general economic conditions and typically have higher gross margins than hardware products.

Approximately 15% of our Clinical Genomics revenues are from hardware products that may be purchased by customers on a discretionary basis and are therefore more sensitive to general economic conditions.

Our Clinical Genomics division develops, manufactures and sells highly sensitive high-throughput genetic analysis instruments, consumables and related services that enable clinical research labs and contract research organizations to perform genomic testing across a broad range of non-diagnostic applications in several therapeutic areas, including hereditary disease screenings, pharmacogenetics, oncology related applications and toxicology research.

Clinical Genomics’ MassARRAY® system combines mass spectrometry with end-point polymerase chain reaction ("PCR") methods to enable highly multiplexed genetic analysis.

Using our MassARRAY® instruments and proprietary consumables, which include chips, panels, and chemical reagent solutions, customers can analyze DNA samples with a high degree of accuracy, sensitivity and throughput.

The MassARRAY® platform is designed to support the analysis of multiple genetic variants within a single PCR reaction and to process large sample volumes efficiently.

In addition to instruments and consumables, Clinical Genomics provides service and support offerings, including equipment maintenance contracts and custom laboratory service.

Approximately 80% of our Clinical Genomics revenues are from consumables used on a routine basis, a significant portion of which is generated from ongoing purchases by a limited number of key customers;

sales of these products are less sensitive to general economic conditions and generally have higher gross margins than hardware products.

Hardware sales are typically more sensitive to general economic conditions and changes in customer capital spending patterns.

The remainder of Clinical Genomics revenues relate to services and support agreements.

Clinical Genomics sells its products and services predominantly to clinical research labs and contract research organizations, including large specialty, reference, and pathology labs, as well as to a variety of academic, hospital, and government facilities.

The majority of revenues are derived from customers in the United States and China.

Our Clinical Genomics products are manufactured in San Diego, California, primarily by assembling purchased subcomponents designed to our specifications into finished goods, and by processing and mixing reagents.

Our Clinical Genomics products generate revenues through direct sales, and also through independent distributors in certain regions.

Clinical Genomics products and services are sold primarily to clinical research labs and contract research organizations, including specialty, reference and pathology labs, as well as to a variety of academic, hospital, and government facilities.

Clinical Genomics products are manufactured in San Diego, California.

Clinical Genomics generates revenues through direct sales personnel and through independent distributors.

Biopharmaceutical Development

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Immunoassays and peptide synthesis solutions accelerate the discovery, development and manufacture of biologic therapies, among other applications.

Customers include biopharmaceutical research, development, and manufacturing teams at biopharmaceutical companies and their contract research organization partners, as well as academic research and development laboratories.

The Biopharmaceutical Development division sells two major categories of instruments and consumables:

(1) protein analysis solutions, which are used to test for the existence or concentration of specific proteins in a sample, and (2) peptide synthesis solutions, which automate the synthesis of peptides from amino acids;

both are primarily used in biopharmaceutical research, discovery and development, and bioprocessing applications.

The division also sells service agreements to maintain instruments sold by the division.

Our Biopharmaceutical Development division develops and manufactures Gyrolab® xPand and Gyrolab xPlore™ hardware and software, as well as Gyrolab Bioaffy® consumable microfluidic disks (“CDs”) and Gyrolab kits and Rexxip® buffers for protein analysis, in Uppsala, Sweden, while PurePep® Symphony and Chorus instruments for peptide synthesis are developed and manufactured in Tucson, Arizona.

Our PurePep® EasyClean products, a green chemistry solution to purify peptides, is a consumables product line within our peptide synthesis business.

Most of the products manufactured in Sweden are sold in United States "U.S." dollars or euros, whereas the costs to produce the products are incurred in Swedish krona.

As a result, the Biopharmaceutical Development segment is more susceptible to changes in foreign currency than our other divisions.

Customers include biopharmaceutical research, development and manufacturing teams at biopharmaceutical companies, their contract research organization partners, and academic research and development laboratories.

The Biopharmaceutical Development division offers two primary categories of instruments and consumables:

(i) protein analysis (immunoassays) solutions are used to detect and quantify specific proteins in a sample, and (ii) peptide synthesis solutions automate the chemical synthesis of peptides from amino acids.

The division also sells service and support agreements associated with maintaining immunoassays and peptides synthesis instruments.

Protein Analysis (Immunoassays)

Our protein analysis products are widely used across human and non-human applications, primarily for therapy development and bioprocess design.

These products support the efficient development and processing of assays to obtain accurate results for pre-clinical and clinical studies, as well as for upstream and downstream bioprocessing of biological therapies.

Our protein analysis instruments are designed to facilitate effective experimental design, data interpretation, and assay optimization.

By reducing labor and variability relative to more manual analysis methods, our products enable reliable data generation and support customers’ quality and regulatory requirements across research, development and manufacturing workflows.

Peptide Synthesis

Our peptide synthesis solutions enable customers to automate the chemical synthesis of peptides used in peptide-based therapeutics, biomaterials, and research applications.

The division’s peptide synthesizers and related consumables support the efficient production of complex and longer peptides with high purity.

These products are designed to support regulated laboratory and manufacturing environments and are used by commercial and academic biopharmaceutical laboratories, as well as contract manufacturers of peptides.

The Biopharmaceutical Development division’s protein analysis products are developed and manufactured in Uppsala, Sweden, including our Gyrolab® xPand and Gyrolab xPlore™ hardware and software, as well as Gyrolab Bioaffy® consumable microfluidic disks (“CDs”) and Gyrolab kits and Rexxip® buffers.

The division’s peptide synthesis products are developed and manufactured in Tucson, Arizona, including our PurePep® Symphony and Chorus instruments.

Products manufactured in Sweden are generally sold in U.S dollars or euros, while production costs are incurred primarily in Swedish krona, resulting in greater exposure to foreign currency fluctuations relative to other divisions.

For a discussion of risks related to our non-U.S.

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sales of these products are less sensitive to general economic conditions.

Approximately 40% of revenues were from more discretionary hardware purchases that are more sensitive to general economic conditions.

Approximately 40% of revenues were from more discretionary hardware purchases.

The remainder of the division's sales relate to service and support agreements.

Historically, hardware has comprised a smaller portion of the division's revenues;

in fiscal year 2025, the division had higher hardware sales as it began recovering from the prior fiscal year's soft demand for capital equipment across the biopharmaceutical industry, resulting in a mix weighted more heavily toward our hardware during fiscal year 2025.

We generate sales to end users through direct sales as well as through independent foreign distributors.

Marketing activities include industry conferences, user meetings, educational webinars and all forms of digital marketing, in addition to market sensing and capturing user requirements for new product roadmaps.

The Biopharmaceutical Development division’s market success is primarily dependent upon creating innovative, high quality products that customers choose based on available features, cost-effectiveness, and performance.

We believe we are one of the leading world-wide suppliers of protein analysis and peptide synthesis equipment to the biologics discovery and development markets.

We further believe that enhancements of our product offerings and new product development driven by our research and development team, as well as the recognized quality of our products and support, and our ability to continue to bring novel, cutting edge products and solutions to the market allows us to remain competitive in the growing markets we serve.

Protein Analysis

We develop, manufacture, and market protein analysis equipment and consumable CDs, kits, and buffers that enable the detection and quantification of target proteins in biological or bioprocess samples.

Gyrolab technology is widely used across human and non-human applications, mainly for therapy development and bioprocess design.

Customers, primarily pharmaceutical and biotech companies and their contract research organization partners developing protein-based therapies, use our consumable CDs to deposit their samples for mixing with application specific reagents.

The CDs and reagents are loaded into one of our instruments for processing and analysis.

Our proprietary software then facilitates the design of experiments, interprets results, provides useful data analysis for assay optimization, and supports end user regulatory compliance.

Our protein analysis products accelerate the development and processing of assays to obtain accurate results for pre-clinical and clinical studies as well as for upstream and downstream bioprocessing of biological therapies, thus enabling customers to meet critical data and time requirements.

Our analytical protein technologies provide superior data consistency and accuracy while reducing labor and the attendant variability of more manual analysis methods.

Peptide Synthesis

Our peptide synthesis solutions enable customers to automate the chemical synthesis of peptides used in the creation of peptide therapies, biomaterials, cosmetics, and general research.

Our peptide synthesizers and related consumables, including our peptide purification consumables line, facilitate the efficient production of more complex and longer peptides with higher purity.

Our synthesizers are designed to support regulatory compliance for end users.

Customers of our peptide synthesizers include commercial and academic biopharmaceutical laboratories, as well as contract manufacturers of peptides.

We generate sales through direct sales and through independent foreign distributors.

Calibration Solutions

Our Calibration Solutions division develops, manufactures, sells and services quality control products using principles of advanced metrology to enable customers to measure and calibrate critical parameters in applications such as renal care, environmental and process monitoring, gas flow, air quality and torque testing, primarily in medical device manufacturing, pharmaceutical manufacturing, laboratory and hospital environments.

Generally, our Calibration Solutions products are used for quality control, safety validation, and regulatory compliance.

Our Lakewood, Colorado and Hanover, Germany facilities manufacture our Calibration Solutions products, which include continuous monitoring systems, dialysate meters and consumables, data loggers, gas flow calibration and air sampling equipment and torque testing systems represented largely by the DialyGuard®, ViewPoint®, DataTrace®, DryCal®, and BGI brands.

Our Calibration Solutions products are manufactured by assembling the products from purchased components and calibrating the final products.

We also install certain of our products at customer sites.

Service demand is driven by customers’ quality control and regulatory environments, which require products to be recalibrated or recertified periodically.

We generate sales through our direct sales personnel and independent distributors.

Renal Care Dialysate Meters and Consumables

Our renal care medical meters are used to test various parameters of dialysis fluid (dialysate) and the proper calibration and operation of dialysis machines.

Each meter measures some combination of temperature, pressure, pH, conductivity and flow to ensure that the dialysate has the proper composition to promote the transfer of waste products from the blood to the dialysate.

The meters provide a digital readout verifying whether a dialysis machine is working within prescribed limits and delivering properly prepared dialysate.

We manufacture two styles of medical meters;

those designed for use by dialysis machine manufacturers and biomedical technicians, and those used primarily by dialysis clinicians.

The meters for technicians are characterized by exceptional accuracy, stability and flexibility, and are used by the industry as the primary standard for the calibration of dialysis machines.

The meters designed for use by dialysis clinicians are known primarily for their ease of use, and they incorporate a built-in syringe sampling system.

These meters are used as the final quality control check on the dialysate just prior to starting treatment.

In addition to dialysate meters, we market a line of standard consumable solutions for use in dialysis clinics for calibration of our meters.

These standard solutions are regularly consumed by dialysis clinics, and thus, like the calibration services we also provide, are less impacted by general economic conditions than sales of meters.

Customers that utilize our renal care products include dialysis facilities, medical device manufacturers, and biomedical service companies.

Our Calibration Solutions division develops, manufactures, sells and services quality control products using principles of advanced metrology to enable customers to measure and calibrate critical parameters in applications such as renal care, gas flow, environmental and process monitoring and torque testing.

Our Calibration Solutions products are generally used for quality control, safety validation, and regulatory compliance.

Calibration Instruments

Our calibration instruments product lines include a range of precision measurement and calibration tools used to verify critical parameters across pharmaceutical, laboratory, medical device, manufacturing, industrial and environmental applications.

Calibration instruments include products used for (i) gas and air flow calibration, (ii) environmental and process monitoring, such as data loggers that measure parameters including temperature, humidity and differential pressure during a manufacturing process, and (iii) torque testing systems used to verify the amount of force required to open a container.

Customers use these calibration instruments to validate equipment performance, confirm measurement accuracy, and support ongoing quality assurance and compliance requirements across a broad range of applications.

Our Calibration Solutions division provides medical meters that measure parameters such as temperature, pressure, pH, conductivity and flow to test and verify the proper calibration and operation of dialysis machines and the composition of dialysis fluid (dialysate).

We manufacture medical meters designed for use by dialysis equipment manufacturers and biomedical technicians as well as meters used primarily by dialysis clinicians.

In addition to meters, the division sells consumable calibration solutions used in dialysis clinics, which are consumed on a routine basis.

With technological advancements in dialysis machines that include built-in calibrators, our meters designed for clinicians are subject to considerable competition in the market.

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Continuous Monitoring

Our continuous monitoring products are used to monitor various environmental parameters such as temperature, humidity, and differential pressure to ensure that critical storage and processing conditions are maintained.

Our continuous monitoring products are used to monitor environmental parameters such as temperature, humidity, pressure, and differential pressure to ensure that critical storage and processing conditions are maintained.

Continuous monitoring systems are used in controlled environments such as refrigerators, freezers, warehouses, laboratory incubators, clean rooms, and a number of other settings.

Continuous monitoring systems consist of wireless sensors that are placed in controlled environments which communicate with cloud and local servers to transmit and store data continuously.

A critical function of our systems is the ability to provide local alarms and notifications via e-mail, text, or telephone if established environmental conditions are exceeded.

Among the important competitive differentiators of our continuous monitoring systems are (1) their high degree of reliability and up-time;

(2) a large variety of sensor types to meet the needs of most applications;

(3) a skilled, distributed installation and service team;

and (4) a full-featured and 21 CFR Part 11 (Electronic records;

Electronic signatures) validated software program, providing extensive reporting and alarm capability.

We also offer support agreements and provide annual sensor recalibrations.

We have a strong competitive position in North America but do not yet have a meaningful presence in markets outside of the U.S.

Continuous monitoring systems consist of wireless sensors that communicate with cloud and local servers to continuously transmit and store environmental parameter data.

The systems provide local alarms and push notifications to customer devices via email and text messaging if pre-established environmental thresholds are exceeded.

Key markets for our continuous monitoring systems are hospitals, pharmaceutical and medical device manufacturers, blood banks, pharmacies and laboratory environments.

Our data loggers are self-contained, wireless, high precision instruments used in critical manufacturing and quality control processes in the pharmaceutical, medical device, food, and tool industries.

They are used to measure temperature, humidity and pressure inside a process or a product during manufacture.

In addition, data loggers can be used to validate the proper operation of laboratory or manufacturing equipment, either during installation or for annual re-certifications.

The products consist of individual data loggers, software, and various accessories.

Customers typically purchase a large number of data loggers along with a single interface and software package.

In practice, the user programs the loggers to collect environmental data at pre-determined time intervals, places the data loggers into the product or process to be tested, and then collects stored process data from the data logger.

The user can then prepare tabular and graphical reports using the software.

Unique aspects of our data loggers are their ability to operate at elevated temperatures and in explosive environments, which are important differentiating factors in the marketplace.

We face competition in data logger sales from several other companies, particularly in Europe.

Gas Flow Calibration and Air Sampling Equipment

We manufacture a variety of instruments and equipment for gas flow calibration and environmental air sampling.

Our gas flow calibration instruments meet the precise standards required by laboratories and industry for the design, development, manufacture, installation and calibration of various gas flow meters and air sampling devices.

Our flow calibrators are used by professionals in many industries, including (1) industrial hygienists and environmental technicians, (2) calibration and research laboratories, (3) manufacturers who design, develop and manufacture gas flow metering devices, and (4) industrial engineering and manufacturing companies that utilize gas flow metering devices.

We see expanded opportunities in gas flow calibration as markets that heavily use and measure process gas are growing.

There is competition in gas flow calibration;

however, our products are distinguished by their unique dry piston technology, accuracy and industry certifications.

In the air sampling area, our technology is used primarily for the determination of particulate concentrations in air as a measure of urban or industrial air pollution, and for industrial hygiene assessments.

The primary products include air samplers, particle separators and pumps.

While both the public and private sector continue to focus on air quality and its impact on the environment and the health of populations, technological advances in real-time monitoring have made the traditional air sampling market more limited.

In the environmental area, our particle samplers were some of the first on the market and they were recognized early-on as “reference samplers” by the U.S.

Environmental Protection Agency.

This product has a competitive advantage in the market because our particle separation cyclones utilize the “federal reference method” for the measurement of PM2.5 in ambient air and are sold to many manufacturers of ambient particulate measurement instrumentation.

Torque Testing Systems

Our automated torque testing systems are durable and reliable motorized cap torque analyzers that measure the amount of force required to open a container.

The primary advantages of our torque instruments are their high accuracy and long-term consistency of measurement.

Industries utilizing these instruments include pharmaceutical and beverage and food processing companies.

Given the niche nature of this product, there is a relatively low level of competition for this product line;

however, the growth of this line is limited by the growth of new manufacturing facilities and packaging regulations in pharmaceutical manufacturing.

Torque products are used by many of the same customers that purchase our data loggers, offering channel synergy opportunities.

Our Calibration Solutions products are represented largely by the DialyGuard®, DryCal®, DataTrace®, and ViewPoint® brands, and are manufactured at facilities in Lakewood, Colorado and Hanover, Germany.

Demand for the division’s products and services is driven by customers’ quality control and regulatory requirements, which often necessitate periodic calibration, recertification and validation.

We generate Calibration Solutions sales through our direct sales personnel and through independent distributors.

Corporate and Other

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We generally maintain multiple sources of supply, but we are dependent on sole or limited sources for certain items, particularly in our Biopharmaceutical Development and Calibration Solutions divisions.

We continue to emphasize reviewing our supply base and designs for limited source suppliers that might affect our ability to supply critical products to our customers.

We also continue to work with our suppliers to understand existing and potential future supply chain conditions.

We continue to review our supply base and designs for limited source suppliers that might affect our ability to supply critical products to our customers.

We also continue to work with our suppliers to understand existing and potential future supply chain conditions, including the potential effects of tariffs, trade restrictions, customs requirements, and changes in trade policy on the cost, availability, or timing of delivery of certain materials and components.

These developments could increase our costs, disrupt established supply arrangements, or require changes to sourcing strategies, which could adversely affect our operating margins or pricing decisions.

See further discussion within Item 1A.

Risk Factors, “Supply chain and manufacturing risks could adversely affect our financial results.

Risk Factors, “Disruptions in our supply chain, increases in costs, or manufacturing inefficiencies could adversely affect our financial results.

In addition, our reliance upon sole or limited sources of supply for certain materials, components and services could cause production interruptions, delays and inefficiencies .

Major Customers

No customer represented more than 10% of our accounts receivable or revenues for fiscal year 2025.

Typically, no individual customer represents more than 10% of our consolidated accounts receivable or revenues.

We define backlog as firm orders from customers for products and services where the order will be fulfilled within the next 12 months.

No customer represented more than 10% of our consolidated accounts receivable or revenues for fiscal year 202 6.

While our customer base is generally diversified at the consolidated level, certain of our businesses exhibit higher customer concentrations.

In our Clinical Genomics division, a significant portion of revenues is generated from ongoing purchases by a relatively small number of established customers, with a single customer accounting for approximately 20% of the division's revenues in fiscal 2026.

We define backlog as firm orders from customers for products and services where the order is expected to be fulfilled within the next 12 months.

Backlog as of March 31, 2026 and 2025 was approximately $33.6 million and $43.2 million, respectively.

The increase in backlog is primarily due to the timing of order placements and fulfillments in our Clinical Genomics and Sterilization and Disinfection Control division in fiscal year 2025 compared to fiscal year 2024.

The majority of the backlog increase does not relate to overdue order fulfillments.

Changes in our backlog are somewhat dependent upon the timing of large, recurring customer orders, which are typically recognized to revenue over a period of up to twelve months.

The decrease in backlog is primarily due to the timing of order placements and fulfillments in our Clinical Genomics division in fiscal year 2026 compared to fiscal year 2025, and to a lesser extent, the fulfillment of previously delayed orders, particularly in our Sterilization and Disinfection Control division as order fulfillments returned to normal levels.

Changes in our backlog are somewhat dependent upon the timing of large, recurring customer orders, which are typically recognized as revenue over a period of up to twelve months.

Research and Development

Research and development ("R&D") activities are primarily directed towards improving the quality and performance of our existing products or altering our current products to accommodate use of raw materials that are more readily available for purchase in our supply chain.

Research and development ("R&D") activities are primarily directed towards improving the quality and performance of our existing products or altering our current products to accommodate the use of raw materials that are more readily available for purchase in our supply chain.

Other R&D efforts seek to improve manufacturing efficiencies and innovate new products.

Our research and development activities generally do not qualify as capital expenditures under accounting principles generally accepted in the United States ("U.S.

Intellectual Property

We own numerous patents, trademarks, and other proprietary rights, many of which are important to the various facets of our business.

We own numerous patents, trademarks, and other proprietary rights, many of which are important to various facets of our business.

Where appropriate, we seek patent or other intellectual property protection for inventions and developments made by our personnel that are incorporated into our products or otherwise fall within our fields of interest.

There can be no assurance, however, that any patent or other intellectual property will provide adequate protection for the technology, system, product, brand, service or process it covers.

In addition, the process of preparing, applying for, obtaining and protecting patents and other intellectual property can be long and expensive, with no assurance that a patent or other intellectual property will ultimately issue.

We rely upon trade secrets, technical know-how and continuing technological innovation to develop and maintain our proprietary positions.

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Regulatory Matters

Our operations are global and are affected by complex state, federal and international laws relating to healthcare, environmental protection, antitrust, anti-corruption, marketing, fraud and abuse, import and export control, product safety and efficacy, employment, privacy, government contracts, acquisition regulations, tariffs and other areas.

We are required to comply with certain International Standard Organization (“ISO”) standards, United States Pharmacopeia standards and Food and Drug Administration (“FDA”) requirements in order to sell some of our products.

Our operations are global and are subject to complex federal, state, and international laws and regulations relating to healthcare, environmental protection, antitrust, anti-corruption, marketing, fraud and abuse, import and export control, product safety and efficacy, employment, data privacy and security, government contracts, acquisition regulations, tariffs and other areas.

Our biological indicators are developed and manufactured according to ISO 11138 (Sterilization of healthcare products – Biological indicators) and our chemical indicators are developed and manufactured according to ISO 11140 (Sterilization of healthcare products – Chemical indicators), under a quality system that complies with ISO 13485:2016 (Medical devices – Quality management systems – Requirements for regulatory purposes and, as applicable, 21 CFR 820 (Quality system regulation).

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Our Biopharmaceutical Division’s Uppsala, Sweden and Tucson, Arizona facilities are ISO 9001:2015 certified.

Clinical Genomics and GKE GmbH operate quality management systems which comply with the requirements of ISO 13485:2016.

SAL GmbH operates a testing lab and quality management system in accordance with ISO 17025:2017 in Waldems, Germany.

Clinical Genomics and certain Sterilization and Disinfection Control operations in Germany operate quality management systems which comply with the requirements of ISO 13485:2016.

Our Sterilization and Disinfection Control Division operates a testing lab and quality management system in accordance with ISO 17025:2017 in Waldems, Germany.

Several products in the Sterilization and Disinfection Control, Calibration Solutions, and Clinical Genomics divisions are classified by the FDA as medical devices subject to the provisions of the Federal Food, Drug and Cosmetic Act, which requires any company proposing to market a medical device to notify the FDA of its intention at least 90 days before doing so.

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Although we transact business with various U.S.

government agencies, no government contract or aggregate contracts are of such magnitude that a renegotiation of profits or termination of the contracts at the election of the government would have a material adverse effect on our consolidated financial results or on the results of any of our individual reporting segments.

government agencies, no government contract or group of contracts are of such magnitude that a renegotiation of profits or termination at the election of the government would have a material adverse effect on our consolidated financial results.

Environmental Matters and Corporate Responsibility

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The contents of our corporate responsibility brochure are not incorporated by reference into this annual report on Form 10-K.

Recently imposed or threatened tariffs may have an impact on our operations as discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – General Trends”.

Human Capital

Our people are our greatest asset, and we are proud to outline the material aspects of our human capital program.

As a company, our vision is to Protect the Vulnerable® and we believe that our vision is achieved in large part through the strength of our workforce.

Indeed, every day, our talented employees strive to implement lean based tools to find ways to continuously improve our products and services so that we may better serve our customers and create value for all our stakeholders.

We recruit top talent from all backgrounds using a combination of industry expert recruiters and recruiting tools to reach a diverse pool of candidates across race, gender, disability, and veteran statuses.

We support employees with compensation, benefits and development programs aimed at ensuring employees are productive and engaged.

As of March 31, 2025, we had 730 employees (including approximately 500 domestic employees), of whom 359 are employed for manufacturing and quality assurance, 89 for research and development and engineering, 186 for sales and marketing, and 96 for administration.

We have continued to attract and retain an inclusive team of high-performing employees at all levels of the organization in fiscal year 2025, such that we were able to realize higher revenues and adjusted operating income (a non-GAAP measure) compared to the prior year, without increasing employee headcount.

Our voluntary employee turnover decreased approximately 2.0 percentage points during fiscal year 2025 compared to fiscal year 2024, signaling improved employee satisfaction and engagement.

Our people are our greatest asset, and we are delighted to outline the material aspects of our human capital program.

Our vision of Protecting the Vulnerable® is achieved in large part through the strength, expertise, and commitment of our workforce.

Indeed, every day, our skilled employees strive to apply continuous improvement principles to enhance our products, services and processes so that we may better serve our customers and create value for all of our stakeholders.

We recruit top talent from a broad range of backgrounds using a combination of industry-expert recruiters and recruiting platforms designed to reach a diverse pool of candidates across race, gender, disability, and veteran statuses.

We support our employees through compensation, benefits and development programs aimed at ensuring employees are productive and engaged.

In fiscal 2026 we continued to attract and retain an inclusive team of high-performing employees at all levels of the organization, such that we were able to realize higher revenues and adjusted operating income (a non-GAAP measure) compared to the prior year, without increasing employee headcount.

As of March 31, 2026, we had 717 employees (including approximately 450 domestic employees), of whom 347 are employed for manufacturing and quality assurance, 99 for research and development and engineering, 179 for sales and marketing, and 92 for administrative functions.

Our voluntary employee turnover decreased approximately 3.0 percentage points during fiscal year 2026 compared to fiscal year 2025.

We seek to attract, develop and retain the best talent throughout Mesa.

In recent years, we have invested heavily in our talent acquisition and development processes.

We’ve implemented standardized assessment processes for candidate selection, created frameworks for formalized development and career paths, developed mentoring systems, and implemented regular leadership workshops.

We’ve also strengthened our succession planning processes with annual talent reviews and actions.

We are invested in our talent acquisition and development processes, and we utilize standardized assessment processes for candidate selection, as well as formalized frameworks for employee development and career paths.

We have also established succession planning processes to support leadership continuity and the long-term growth of our organization.

In fiscal year 2026, we implemented a company‑wide career framework designed to bring greater consistency and transparency to job titles, role definitions, and position levels across Mesa.

This framework is intended to support employees in understanding role expectations and opportunities for growth and advancement, encourage internal mobility, and promote consistent talent and compensation decisions.

Inclusive Workforce

We maintain a commitment to foster an inclusive workplace.

We believe our employees should reflect the communities in which we live, work and serve.

In our hiring practices, we strive to attract and retain the most qualified individuals for open positions;

we seek inclusive slates of qualified applicants for all roles within Mesa in order to ensure that our workforce is comprised of individuals and teams who can cultivate sustainable, creative improvement, and who are capable of and committed to furthering our purpose of Protecting the Vulnerable®.

We believe our workforce should reflect the communities in which we live, work and serve.

In our hiring practices, we strive to attract and retain the most qualified individuals for open positions and seek inclusive slates of qualified applicants for all roles within Mesa.

We believe this approach supports the creation of a workforce comprised of individuals and teams who can cultivate sustainable, creative improvement, and who are capable of and committed to furthering our purpose of Protecting the Vulnerable®.

Employee Engagement

We have established an engagement process where we leverage external expertise to develop a meaningful survey to assess what matters most to our employees.

We develop plans and communication strategies to address our key findings through a collaborative process with our employee teams.

Our goal is to drive consistent year over year improvement in engagement, which we believe will drive long-term career progression and company results.

In addition to our engagement surveys, we utilize a variety of channels to facilitate open and direct communication with our employees, including:

(i) town hall meetings with our executive and leadership teams;

(ii) internally maintained websites;

and (iii) an anonymous whistleblower hotline that is advertised to our employees.

We maintain an employee engagement process designed to assess and respond to what matters most to our employees.

We periodically administer engagement surveys, developed with external expertise, and use the results to inform action plans and communication strategies developed collaboratively with employee teams.

Our objective is to drive consistent year‑over‑year improvement in engagement, which we believe supports long‑term employee development and, in turn, business performance.

In addition to engagement surveys, we utilize multiple channels to facilitate open communication, including town hall meetings with executive leadership, internal communication platforms, and an anonymous whistleblower hotline available to all employees.

Total Rewards

We are intentional in providing fair and equitable compensation to all of our employees.

Our compensation and benefits are competitive to market and create incentives to attract and retain employees.

In determining merit increases, we evaluate individual performance—including measuring an individual's contribution to company goals and performing semi-annual performance reviews—to align financial incentives with individual contributions.

Our compensation package includes market-competitive pay, cash bonuses, stock-based compensation to certain levels of employees, healthcare and retirement benefits, paid time off, paid caregiver leave, and 401(k) matching, among other benefits.

Our compensation and benefits are designed to be competitive with the market and to create incentives that attract and retain employees.

In determining merit increases, we evaluate individual performance and contributions to company objectives through structured performance review processes to align financial incentives with individual contributions.

Our compensation package includes market-competitive pay, cash bonuses, stock-based compensation for certain levels of employees, healthcare and retirement benefits, paid time off, paid caregiver leave, and 401(k) matching, among other benefits.

Our total rewards program:

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Health, Safety and Wellness

The health, safety and wellness of all employees is a top priority at Mesa:

The health, safety and wellness of our employees is a top priority at Mesa:

We deeply embed environmental, health and safety functions within our operations to ensure these critical areas remain a top priority and focus.

We sponsor a variety of health and wellness programs designed to enhance the physical and mental well-being of our employees around the world;

Our Employee Assistance Program provides employees and their families access to mental health, stress management and other support resources essential to navigating life changes and challenges.

Our Employee Assistance Program provides employees and their families with access to mental health, stress management and other support resources essential to navigating life changes and challenges.

Available Information

We are subject to the reporting and other information requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”).

We make available, free of charge, on or through our website at www.mesalabs.com under the link “Financials” in the Investor Information section, our annual report on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, and other information.

Information on our website is not incorporated into this annual report on Form 10-K and is not a part of this report.

We are subject to the reporting and other information requirements of the Exchange Act.

We make available, free of charge, on or through our website at www.mesalabs.com in the Investor Information section, our annual report on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, and other information.

Information on our website is not incorporated into this annual report and is not a part of this report.

The Securities and Exchange Commission (“SEC”) also maintains a website at www.sec.gov containing reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

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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 1. Business