Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
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 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. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective 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 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management evaluated the effectiveness of our internal control over financial reporting as of March 31, 2026, using the framework in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. 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, 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
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.
Item 9B. Other Information
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).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Part III
Item 10. Directors, Executive Officers and Corporate Governance
Incorporated by reference from the definitive Proxy Statement for our 2026 Annual Me eting of Stockholders or an amendment to this report to be filed no later than 120 days after March 31, 2026 .
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Item 11. Executive Compensation
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 .
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Securities Authorized for Issuance Under Equity Compensation Plans
The following table presents information regarding options and rights outstanding under our equity compensation plans as of March 31, 2026. All options reflected are options to purchase common stock.
(a) Number of Securities to be Issued upon Exercising of Outstanding Options and Rights (1)
(b) Weighted-Average Exercise Price of Outstanding Options and Rights (1)
(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (2)
Equity Compensation Plan Approved by Security Holders
619,480
$
191.22
536,520
Equity Compensation Plans Not Approved by Security Holders
None
N/A
None
Total
619,480
$
191.22
536,520
1.
Includes shares issuable in connection with awards with performance conditions, which will be issued based on achievement of performance criteria associated with the awards, with the number of shares issuable dependent on our level of performance. We have accounted for the shares based on actual achievement, if known, or based on maximum possible achievement if performance and/or market conditions remain uncertain as of March 31, 2026. The weighted average exercise price in column (b) includes the weighted average exercise price of options only.
2.
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.
Additional information for this item 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.
Item 13. Certain Relationships and Related Transactions, and Director Independence
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.
Item 14. Principal Accountant Fees and Services
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.
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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Part IV
Item 15. Exhibits and Financial Statement Schedules
a)
Consolidated Financial Statements
The following documents included in Part II, Item 8. Financial Statements and Supplementary Data are filed as part of this Annual Report:
Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets - March 31, 2026 and 2025
Consolidated Statements of Operations - Years ended March 31, 2026, 2025 and 2024
Consolidated Statements of Comprehensive Income (Loss) - Years ended March 31, 2026, 2025 and 2024
Consolidated Statements of Stockholders' Equity - Years ended March 31, 2026, 2025 and 2024
Consolidated Statements of Cash Flows - Years ended March 31, 2026, 2025 and 2024
Notes to Consolidated Financial Statements
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.
b)
Exhibits
3.1
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).
3.2
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).
4.3
Description of securities registered under section 12.
10.1
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.)
10.2.2 *
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 July 31, 2018).
10.2.3 *
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.)
10.3.3 *
Form of Restricted Stock Unit Agreement, issued under the 2021 Incentive Equity Plan, as Amended.
10.3.4 *
Form of 2024 Performance Stock Unit Agreement, issued under the 2021 Equity Incentive Plan, as Amended.
10.3.5 *
Form of 2025 Performance Stock Unit Agreement, issued under the 2021 Equity Incentive Plan, as Amended.
10.3.6 *
Form of 2026 Performance Stock Unit Agreement, issued under the 2021 Equity Incentive Plan, as Amended.
10.3.7 *
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).
10.4 *
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).
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10.5.1 * α
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.)
10.5.2 * α
First Amended and Restated Executive Employment Agreement dated as of September 29, 2021, by and among Mesa Laboratories, Inc. and John Sakys (incorporated by reference from Exhibit 10.5.2 to the Company's Current Report on Form 8-K filed on September 29, 2021).
10.5.3 * α
Executive Employment Agreement dated as of September 29, 2021, by and among Mesa Laboratories, Inc. 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).
10.5.4 * α
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).
19.1
Mesa Laboratories, Inc. Insider Trading Policy and Standards with Respect to Confidentiality and Certain Securities Transactions (incorporated by reference from Exhibit 19.1 to the Company's Annual Form 10-K filed on June 28, 2024).
21.1
Subsidiaries of Mesa Laboratories, Inc.
23.1
Consent of Baker Tilly LLP.
23.2
Consent of RSM US LLP.
31.1
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).
31.2
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a).
32.1
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and 18 U.S.C. Section 1350.
32.2
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and 18 U.S.C. Section 1350.
97.1
Mesa Laboratories, Inc. Executive Compensation Clawback Policy (incorporated by reference from exhibit 97.1 to the Company's Annual Form 10-K filed on June 28, 2024).
101.INS+
Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH+
Inline XBRL Taxonomy Extension Schema Document.
101.CAL+
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF+
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB+
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE+
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104+
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*).
* Indicates a management contract or compensatory plan, contract or arrangement.
α Mesa Laboratories, Inc. has entered into an Executive Employment Agreement with each of Siddhartha Kadia, John Sakys, and Brian Archbold.
+ Filed electronically herewith.
Item 16. Form 10-K Summary
Not applicable.
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MESA LABORATORIES, INC.
Registrant
Date: June 2, 2026
By:
/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.
Name
Title
Date
/s/John Sullivan, Ph.D.
Chairman of the Board of Directors
June 2, 2026
John Sullivan
/s/Siddhartha Kadia, Ph.D.
Chief Executive Officer, President, and Director
June 2, 2026
Siddhartha Kadia
/s/John Sakys
Chief Financial Officer and
June 2, 2026
John Sakys
Chief Accounting Officer, and Treasurer
/s/Jennifer Alltoft
Director
June 2, 2026
Jennifer Alltoft
/s/Mark Capone
Director
June 2, 2026
Mark Capone
/s/Shannon Hall
Director
June 2, 2026
Shannon Hall
/s/Shiraz Ladiwala
Director
June 2, 2026
Shiraz Ladiwala
/s/Tony Tripeny
Director
June 2, 2026
Tony Tripeny
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