What changed in this filing

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Item 9A. Controls and Procedures

2026-06-03 compared with 2025-05-28 · 41 added, 66 removed, 90 unchanged (54% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to reasonably ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to reasonably ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of March 31, 2026.

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Management's Annual Report on Internal Control Over Financial Reporting

Our management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.

Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States.

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Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of March 31, 2026.

Our CEO and CFO have certified that, based on their knowledge, our consolidated financial statements and other financial information included in this Annual Report on Form 10-K (“Form 10-K”), fairly present, in all material respects, our financial condition, results of operations and cash flows as of, and for, the periods presented in this Form 10-K.

Prior Year Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

As disclosed in Part II Item 9A.

Controls and Procedures in our annual report on Form 10-K filed with the Securities and Exchange Commission on June 28, 2024 for the year ended March 31, 2024, we identified three material weaknesses in internal controls:

Controls over technical accounting for complex and non-routine transactions - We did not have adequate supervision and review controls over complex technical accounting matters.

Controls over determining the useful lives of our recently acquired intangibles - During the GKE acquisition's measurement period, we selected a useful life over which to amortize acquired customer relationships, but there was evidence that a longer useful life may be appropriate.

Certain controls related to change management and logical access – Our risk assessment process was insufficient and as a result, we did not design adequate controls related to logical access for our enterprise resource planning tool.

In addition, certain controls designed to provide comfort over change management were not operating effectively for a portion of the year ended March 31, 2024.

The failure of these information technology general controls extended to automated application controls across portions of financial reporting and business transaction cycles which rely upon the affected information technology application controls.

Remediation Status for Prior Year Material Weaknesses in Internal Control Over Financial Reporting

Following identification of the material weaknesses, and as part of our commitment to strengthen our internal control over financial reporting, we implemented remedial actions under the oversight of the Audit Committee of our Board of Directors to address our material weaknesses:

Technical accounting for complex and non-routine transactions – Management implemented criteria under which to evaluate technical accounting transactions to determine those that require the assistance of a third-party specialist.

In the first quarter of fiscal year 2025, we identified two transactions that met our criteria for requiring a specialist:

1) the partial repurchases of the Notes, and 2) the amendment and modification of our Credit Facility.

We identified and selected qualified third-party advisors, including validation that that the advisors possessed adequate knowledge to address the complexities of the applicable technical accounting matters, and we ensured analyses were appropriately reviewed, ensuring consensus on accounting conclusions.

Following the execution of our remediation plan for these transactions, management concluded that the material weakness was remediated.

In subsequent transactions during the year, including the quantitative impairment analysis performed over our five reporting units, Management utilized a qualified third party specialist to assist with technical accounting matters, including reviewing Management’s conclusions.

Assessment of useful lives of recently acquired intangibles - We modified the useful life of our customer relationship intangible and recorded an immaterial cumulative effect true-up to release amortization expense during the three months ended June 30, 2024.

Following the execution of our remediation plan related to the useful lives of recently acquired intangible assets, management concluded that the material weakness was remediated.

Information technology general controls ("ITGCs") - In fiscal year 2024, our risk assessment process was insufficient, and as a result, we did not design user access controls covering our ERP that operate at an adequate level of precision to appropriately identify the user groups tested in certain of our other logical access and change management controls.

In addition, certain logical access and change management controls were not operating effectively for portions of fiscal year 2024.

Management performed the following procedures to remediate the material weakness in internal controls over ITGCs:

Engaged a third-party specialist to assist in remediating our material weakness.

The third party:

(i) provided templates to assist in robust controls documentation, (ii) provided training to key personnel responsible for performing controls, and (iii) evaluated the design of our ITGC controls and our risk assessment documentation.

Implemented new controls over logical access, engaging a third-party expert to extract user access and permission data from our enterprise resource planning tool.

Using this data, we made changes to permissions and roles to ensure that adequate segregation of duties and appropriate permissions were present.

Evaluated and modified the reports used as source data to test change management and logical access controls in our enterprise resource planning tool, and improved the documentation of our conclusions to more clearly demonstrate the completeness and accuracy of the data, which has allowed us to conclude that the related controls were operating effectively at March 31, 2025.

Following the execution of our remediation plans, management has concluded that the material weaknesses have been remediated.

Moss Adams LLP, the independent registered public accounting firm that audited our consolidated financial statements as of March 31, 2025 and for the year then ended, is appointed by the Audit Committee of our Board of Directors.

Moss Adams LLP has issued an unqualified opinion on our consolidated financial statements and has issued an attestation report on our internal control over financial reporting as of March 31, 2025 within Item 8.

Financial Statements and Supplementary Data in this annual report on Form 10-K.

Our CEO and CFO have certified that, based on their knowledge, our consolidated financial statements and other financial information included in this annual report, fairly present, in all material respects, our financial condition, results of operations and cash flows as of, and for, the periods presented in this annual report.

Baker Tilly LLP, the independent registered public accounting firm that audited our consolidated financial statements as of March 31, 2026 and for the year then ended, is appointed by the Audit Committee of our Board of Directors.

Baker Tilly LLP has issued an unqualified opinion on our consolidated financial statements and has issued an attestation report on our internal control over financial reporting as of March 31, 2026 within Item 8.

Financial Statements and Supplementary Data in this annual report.

Changes in internal control over financial reporting

Except the remediation of the prior year material weakness related to ITGCs as described above, there were no changes in our internal control over financial reporting during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

The following of our directors or officers entered into written plans for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5 - 1 (c) (each, a "trading arrangement") on the dates indicated:

Chief Financial Officer John Sakys entered into a trading arrangement on March 3, 2025 .

The trading arrangement is effective through June 30, 2026 , and contemplates that Mr.

Sakys may sell 5,000 shares of Mesa Labs’ common stock, and further, may exercise 4,087 non-qualified stock options and sell the resulting 4,087 shares of Mesa Labs' common stock, subject to certain conditions.

During the three months ended March 31, 2026 , none of our directors or officers entered into new or amended written plans for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5 - 1 (c).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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The weighted average exercise price in column (b) includes the weighted average exercise price of options only.

Includes 186,262 shares remaining available under the 2021 Equity Plan.

Consists of 536,520 shares remaining available under the 2021 Equity Plan.

Each share underlying a full value award such as restricted stock or performance shares count as one share used against the total number of securities authorized under the plan.

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Principal Accountant Fees and Services

Moss Adams LLP , Los Angeles, California , PCAOB ID 659 is the Company's independent registered public accounting firm.

Baker Tilly LLP, Los Angeles, California, PCAOB ID 23 is the Company's independent registered public accounting firm.

RSM US LLP, Los Angeles, California, PCAOB ID 49 was the Company's independent registered public accounting firm from 2023 to 2024 and issued opinions on prior period amounts presented in this Form 10-K for the fiscal year ended March 31, 2024.

Plante & Moran PLLC, Denver, Colorado, PCAOB ID 166 was the Company's independent registered public accounting firm from 1986 to 2023 and issued opinions on prior period amounts presented in this Form 10-K for the fiscal year ended March 31, 2023.

Additional information is incorporated by reference from the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders or an amendment to this report to be filed no later than 120 days after March 31, 2026.

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All financial statement schedules have been omitted either because they are not applicable or required, or the information that would be required to be included is disclosed in the notes to the Consolidated Financial Statements.

Amended and Restated Articles of Incorporation of the Company (incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed on August 25, 2023).

Amended and Restated Bylaws of the Company (incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 10, 2019).

Base Indenture, dated August 12, 2019, by and between the Company and Wells Fargo Bank, National Association, as Trustee (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 12, 2019).

First Supplemental Indenture, dated August 12, 2019, by and between the Company and Wells Fargo Bank, National Association, as Trustee (incorporated by reference from Exhibit 4.2 to the Company's Current Report on Form 8-K filed on August 12, 2019).

Amended and Restated Articles of Incorporation of Mesa Laboratories, Inc.

(incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed August 25, 2023).

Amended and Restated Bylaws of Mesa Laboratories, Inc.

(incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed May 10, 2019).

Description of securities registered under section 12.

Amended and Restated Credit Agreement, dated as of April 5, 2024, by and among the Company, the guarantors and lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the joint lead arrangers and joint bookrunners party thereto.

(incorporated by reference from exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 8, 2024).

Amended and Restated Credit Agreement, dated as of April 5, 2024, by and among Mesa Laboratories, Inc., the guarantors and lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the joint lead arrangers and joint bookrunners party thereto (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed November 6, 2025.)

Mesa Laboratories, Inc.

2014 Equity Plan (incorporated by reference from Exhibit 10.2.2 to the Company's Quarterly Report on Form 10-Q filed on July 31, 2018).

Mesa Laboratories, Inc 2021 Equity Incentive Plan (incorporated by reference from Exhibit 10.2.3 to the Company's Annual Form 10-K filed on May 31, 2022).

Form of 2014 Equity Plan Option Award Agreement (incorporated by reference from Exhibit 10.3.1 to the Company's Quarterly Report on Form 10-Q filed on July 31, 2018).

Form of 2014 Equity Plan Option Award Agreement as amended (incorporated by reference from Exhibit 10.3.2 to the Company's Quarterly Report on Form 10-Q filed on July 31, 2018).

Form of 2023 Performance Stock Unit Agreement, issued under the 2021 Equity Plan (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 4, 2022).

Form of 2021 Equity Incentive Plan Option Award Agreement (incorporated by reference from Exhibit 10.3.7 to the Company's form S-8 filed on August 30, 2021).

Form of Confidentiality, Non-Compete and Non-Solicitation Agreement (incorporated by reference from Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on July 31, 2018).

2014 Equity Plan (incorporated by reference from Exhibit 10.2.2 to the Company's Quarterly Report on Form 10-Q filed July 31, 2018).

Mesa Laboratories, Inc 2021 Equity Incentive Plan (incorporated by reference from Exhibit 10.2.3 to the Company's Quarterly Report on form 10-Q filed November 6, 2025.)

Form of Restricted Stock Unit Agreement, issued under the 2021 Incentive Equity Plan, as Amended.

Form of 2024 Performance Stock Unit Agreement, issued under the 2021 Equity Incentive Plan, as Amended.

Form of 2025 Performance Stock Unit Agreement, issued under the 2021 Equity Incentive Plan, as Amended.

First Amended and Restated Executive Employment Agreement dated as of September 29, 2021, by and among Mesa Laboratories, Inc.

and Gary Owens (incorporated by reference from Exhibit 10.5.1 to the Company's Current report on Form 8-K filed on September 29, 2021).

Form of 2026 Performance Stock Unit Agreement, issued under the 2021 Equity Incentive Plan, as Amended.

Form of 2021 Equity Incentive Plan Option Award Agreement (incorporated by reference from Exhibit 10.3.7 to the Company's form S-8 filed on August 30, 2021).

Form of Confidentiality, Non-Compete and Non-Solicitation Agreement (incorporated by reference from Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on July 31, 2018).

Employment Agreement, dated as of March 3, 2026, by and among Mesa Laboratories, Inc.

and Siddhartha Kadia (incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 9, 2026.)

First Amended and Restated Executive Employment Agreement dated as of September 29, 2021, by and among Mesa Laboratories, Inc.

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and Brian Archbold (incorporated by reference from Exhibit 10.5.4 to the Company's Current Report on Form 8-K filed on September 29, 2021).

Form of Amendment to Executive Employment Agreements, by and between Mesa Laboratories, Inc.

and each of Messrs.

Sakys and Archbold (incorporated by reference from Exhibit 10.5.1 to the Company's Quarterly Report on form 10-Q filed November 6, 2025).

Mesa Laboratories, Inc.

1 unchanged sentence

Subsidiaries of Mesa Laboratories, Inc.

Consent of Moss Adams LLP.

Consent of Baker Tilly LLP.

Consent of RSM US LLP.

Consent of Plante & Moran, PLLC.

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).

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α Mesa Laboratories, Inc.

has entered into an Executive Employment Agreement with each of Gary M.

Owens, John V.

Sakys, and Brian Archbold.

has entered into an Executive Employment Agreement with each of Siddhartha Kadia, John Sakys, and Brian Archbold.

+ Filed electronically herewith.

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MESA LABORATORIES, INC.

/s/Siddhartha Kadia, Ph.D.

Siddhartha Kadia

Chief Executive Officer

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

Sullivan, Ph.D.

/s/John Sullivan, Ph.D.

Chairman of the Board of Directors

John Sullivan

/s/Siddhartha Kadia, Ph.D.

Chief Executive Officer, President, and Director

Siddhartha Kadia

/s/John Sakys

Chief Financial Officer and

Chief Accounting Officer, and Treasurer

/s/Jennifer S.

/s/Shannon M.

/s/Jennifer Alltoft

Jennifer Alltoft

/s/Mark Capone

/s/Shannon Hall

/s/Shiraz Ladiwala

Shiraz Ladiwala

/s/Tony Tripeny

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

What changed 10-K

Item 9A. Controls and Procedures