What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-10 compared with 2026-02-03 · 189 added, 349 removed, 378 unchanged (59% of the section changed)

29 unchanged sentences

13,179 19,006

Unearned revenues

Unearned revenue

14,523 14,723

2 unchanged sentences

Term loan, current portion

Convertible notes, net of debt issuance costs

Total current liabilities

3 unchanged sentences

20,046 20,085

Other noncurrent liabilities

Non-current operating lease liabilities

15,852 13,662

20 unchanged sentences

Mesa Laboratories, Inc.

Condensed Consolidated Statements of Operations

Condensed Consolidated Statements of Income

(in thousands, except per share data)

Three Months Ended December 31,

Nine Months Ended December 31,

Cost of revenues

Three Months Ended June 30,

$ 60,138 $ 59,543

Cost of revenue

21,126 22,604

39,012 36,939

Operating expense:

General and administrative

17,384 17,958

Research and development

Total operating expense

31,981 33,875

Operating income

1 unchanged sentence

Interest expense and amortization of debt issuance costs

(Gain) on extinguishment of convertible notes

Other expense (income), net

Total non-operating expense, net

Earnings (loss) before income taxes

Income tax expense (benefit)

Net income (loss)

Earnings (loss) per share:

315 ( 6,146 )

Total non-operating expense (income), net

2,678 ( 3,948 )

Earnings before income taxes

Income tax expense

$ 2,830 $ 4,742

Earnings per share:

$ 0.50 $ 0.87

$ 0.49 $ 0.85

Weighted-average common shares outstanding:

1 unchanged sentence

Mesa Laboratories, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

Condensed Consolidated Statements of Comprehensive Income

(in thousands)

Three Months Ended December 31,

Nine Months Ended December 31,

Net income (loss)

Other comprehensive income (loss):

Three Months Ended June 30,

Other comprehensive (loss) income:

Foreign currency translation adjustments

Comprehensive income (loss)

Comprehensive income

See accompanying notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

Number of Shares

(Accumulated Deficit) Retained Earnings

(Accumulated Deficit)

March 31, 2026

13 unchanged sentences

5,595,780 $ 376,749 $ ( 183,801 ) $ ( 4,188 ) $ 188,760

Vesting of restricted stock units

9,287 - - - -

Tax withholding on vesting of net restricted stock units

Dividends paid, $ 0.16 per share

- - ( 882 ) - ( 882 )

Stock-based compensation expense

- 3,812 - - 3,812

Foreign currency translation

- - - 566 566

- - 2,476 - 2,476

September 30, 2025

5,510,741 $ 365,173 $ ( 183,473 ) $ ( 3,232 ) $ 178,468

Vesting of restricted stock units

14,072 - - - -

Tax withholding on vesting of restricted stock units

Dividends paid, $ 0.16 per share

- - ( 884 ) - ( 884 )

Stock-based compensation expense

- 3,382 - - 3,382

Foreign currency translation

- - - 2,095 2,095

- - 3,630 - 3,630

December 31, 2025

5,524,813 $ 368,555 $ ( 180,727 ) $ ( 1,137 ) $ 186,691

Number of Shares

(Accumulated Deficit) Retained Earnings

(Accumulated Deficit)

March 31, 2025

13 unchanged sentences

5,501,454 $ 361,361 $ ( 185,067 ) $ ( 3,798 ) $ 172,496

Vesting of restricted stock units

13,006 - - - -

Tax withholding on vesting of net restricted stock units

( 2,306 ) ( 307 ) - - ( 307 )

Dividends paid, $ 0.16 per share

- - ( 866 ) - ( 866 )

Stock-based compensation expense

- 3,837 - - 3,837

Foreign currency translation

- - - 4,632 4,632

- - 3,428 - 3,428

September 30, 2024

5,419,855 $ 349,529 $ ( 178,407 ) $ ( 9,671 ) $ 161,451

Vesting of restricted stock units

13,780 23 - - 23

Tax withholding on vesting of restricted stock units

( 32 ) ( 3 ) - - ( 3 )

Dividends paid, $ 0.16 per share

- - ( 869 ) - ( 869 )

Stock-based compensation expense

- 3,239 - - 3,239

Foreign currency translation

- - - ( 6,951 ) ( 6,951 )

- - ( 1,676 ) - ( 1,676 )

December 31, 2024

5,433,603 $ 352,788 $ ( 180,952 ) $ ( 16,622 ) $ 155,214

*Accumulated Other Comprehensive (Loss) Income

3 unchanged sentences

(in thousands)

Nine Months Ended December 31,

Three Months Ended June 30,

Cash flows from operating activities:

$ 2,830 $ 4,742

Adjustments to reconcile net income to net cash provided by operating activities:

2 unchanged sentences

Stock-based compensation expense

Gain on extinguishment of convertible notes

Amortization of step-up in inventory basis

Foreign currency adjustments

354 ( 5,986 )

Cash from changes in operating assets and liabilities:

Accounts receivable, net

( 1,533 ) ( 3,290 )

Prepaid expenses and other assets

( 2,276 ) ( 2,436 )

Accounts payable

Accrued liabilities and taxes payable

Unearned revenues

( 5,297 ) ( 5,928 )

Unearned revenue

Net cash provided by operating activities

1 unchanged sentence

Purchases of property, plant and equipment

( 559 ) ( 1,009 )

Net cash (used in) investing activities

( 559 ) ( 1,009 )

Cash flows from financing activities:

Proceeds from debt borrowings

Repurchase and settlement of convertible note debt

Other debt principal repayments

10,000 10,500

Debt repayments

( 18,656 ) ( 7,438 )

GKE acquisition-related holdback payment

Dividends paid

Other financing, net

( 884 ) ( 873 )

Tax withholding on vesting of net restricted stock units

( 958 ) ( 1,061 )

Net cash (used in) financing activities

( 10,498 ) ( 8,427 )

Effect of exchange rate changes on cash and cash equivalents

Net increase in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

3,767 ( 6,042 )

Cash and cash equivalents at beginning of period

26,928 27,321

Cash and cash equivalents at end of period

$ 30,695 $ 21,279

Supplemental non-cash activity:

Right of use assets obtained in exchange for lease liabilities

$ 517 $ 9,596

See accompanying notes to Condensed C onsolidated Fin ancial Statements.

7 unchanged sentences

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.

As of December 31, 2025 , we managed our operations in four reportable segments, or divisions:

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, and by independent distributors throughout the world.

As of June 30, 2026 , we managed our operations in four reportable segments, or divisions:

● Sterilization and Disinfection Control - 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.

Biopharmaceutical Development - develops, manufactures, sells and services automated systems for protein analysis (immunoassays) and peptide synthesis solutions.

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

Calibration Solutions - 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 and torque testing.

Clinical Genomics - develops, manufactures and sells highly sensitive 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, such as screenings for hereditary diseases, pharmacogenetics, oncology related applications and toxicology research.

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

Calibration Solutions - 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, and environmental and process monitoring.

Clinical Genomics - 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 applications in several therapeutic areas, including hereditary disease screenings, pharmacogenetics, oncology related applications and toxicology research.

Basis of Presentation

3 unchanged sentences

The results of operations for interim periods are not necessarily indicative of results that may be achieved for the entire year.

The year-end Condensed Consolidated Balance Sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.

The year-end Condensed Consolidated Balance Sheet data was derived from audited financial statements but does not include all disclosures required by U.S.

The Condensed Consolidated Financial Statements include the accounts of Mesa and its wholly owned subsidiaries.

6 unchanged sentences

Risks and Uncertainties

The preparation of financial statements requires the use of estimates and assumptions that affect reported amounts of assets and liabilities at the reporting date and revenues and expenses during the reporting periods.

The preparation of financial statements requires the use of estimates and assumptions that affect reported amounts of assets and liabilities at the reporting date and revenue and expenses during the reporting periods.

These estimates represent management's judgment about the outcome of future events.

The global business environment continues to be impacted by cost pressures, the overall effects of economic uncertainty, regulatory changes, and other factors.

The global business environment continues to be impacted by cost pressures, economic uncertainties, regulatory changes and other factors.

Changes in, and the resulting effects of, potential government trade, stimulus or fiscal and monetary policies, interest rates, foreign currency values, supply chains, demand for goods and services, global or regional recession, or other circumstances cannot be reliably predicted.

4 unchanged sentences

We have reviewed all recently issued accounting pronouncements and have concluded that, other than as described below, they are not applicable to us or are not expected to have a material impact on our consolidated financial statements.

We have not adopted any new accounting standards in fiscal year 2026.

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update ("ASU") 2023 - 09, Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures , which enhances the transparency, effectiveness and comparability of annual income tax disclosures.

The guidance is effective for public business entities for fiscal years beginning after December 15, 2024 ( our fiscal year 2026 ), with early adoption and prospective or retrospective application permitted.

Other than presentation of additional disaggregated information related to the jurisdictions in which we pay income taxes and income tax rate reconciliations in our annual income tax footnote disclosures, we do not expect the adoption of ASU No.

2023 - 09 to have a material impact on our consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU 2024 - 03, Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

Disaggregation of Income Statement Expenses.

ASU 2024 - 03 requires that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods.

The ASU is effective for fiscal years beginning after December 15, 2026 ( our fiscal year 2028 for annual periods) and interim periods within fiscal years beginning after December 15, 2027 ( our fiscal year 2029 for interim periods), with early adoption and prospective or retrospective application permitted.

We are currently assessing the effect the adoption of this standard will have on our consolidated financial statements and disclosures;

we expect to disclose additional detail regarding the nature and classification of certain categories of expense once adopted.

In July 2025, the FASB issued ASU 2025 - 05, Financial Instruments — Credit Losses (Topic 326 ):

Recently Adopted Accounting Pronouncements

In July 2025, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2025 - 05, Financial Instruments — Credit Losses (Topic 326 ):

Improvements to the Measurement of Credit Losses for Receivables and Contract Assets .

1 unchanged sentence

The guidance is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years.

Prospective adoption is required, and early adoption is permitted.

We intend to early adopt ASU 2025 - 05 for our fiscal year beginning April 1, 2026, including interim periods.

Upon adoption, we plan to elect the practical expedient allowing us to assume conditions at the balance sheet date will remain unchanged for the remaining life of the asset.

We do not expect adoption to have a material impact on our consolidated financial statements or related disclosures.

We adopted the ASU effective April 1, 2026 on a prospective basis and elected the practical expedient allowing us to assume conditions as of the balance sheet date will remain unchanged for the remaining life of the asset.

This adoption did not have a material impact on our consolidated financial statements, allowance for credit losses or related disclosures.

In September 2025, the FASB issued ASU 2025 - 06, Intangibles — Goodwill and Other (Topic 350 ):

4 unchanged sentences

Early adoption is permitted as of the beginning of an entity's annual reporting period.

We intend to early adopt ASU 2025 - 06 prospectively for our fiscal year beginning April 1, 2026, including interim periods.

We do not expect the guidance to have a material impact on our consolidated financial statements or related disclosures.

We early adopted the ASU effective April 1, 2026, on a prospective basis.

This adoption did not have a material impact on our consolidated financial statements or related disclosures.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024 - 03, Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

Disaggregation of Income Statement Expenses.

ASU 2024 - 03 requires that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods.

We intend to adopt ASU 2024 - 03 prospectively, and we expect to disclose additional detail regarding the nature and classification of certain categories of expense once adopted.

We develop, manufacture, market, sell and maintain life sciences tools and quality control instruments and related consumables.

Hardware sales include physical products such as instruments used for molecular and genetic analysis, protein synthesizers, medical meters, wireless sensor systems, data loggers, and process challenge devices.

Hardware sales may be offered with accompanying perpetual or annual software licenses, which in some cases are required for the hardware to function.

Hardware may be offered with accompanying perpetual or annual software licenses, which in some cases are required for the hardware to function.

Consumables are single-use products requiring frequent replacement in our customers' operating cycles.

Consumables sold by our Clinical Genomics and Biopharmaceutical Development divisions, such as reagents used for molecular and genetic analysis or solutions used for protein synthesis, are critical to the ongoing use of our instruments.

Consumables such as biological and chemical indicator test strips sold by our Sterilization and Disinfection Control division are used on a standalone basis.

Revenues from hardware and consumables are recognized upon transfer of control to the customer.

Revenue from hardware and consumables are recognized upon transfer of control to the customer.

Control of hardware and consumables sold in the U.S.

1 unchanged sentence

We also offer maintenance, calibration and testing services.

Services result in revenues recognized either over time, for example, when we are contractually obligated to perform labor and replace parts on an as-needed basis throughout a specified service period, or at a point in time, upon completion of a specific, discrete service.

We disclose revenues consistently with how management evaluates the business, i.e., based on business unit and the nature of goods and services provided.

The following tables present disaggregated revenues for the

three and nine months ended December 31, 2025 , respectively:

Three Months Ended December 31, 2025

Sterilization and Disinfection Control

Biopharmaceutical Development

Calibration Solutions

Clinical Genomics

$ 22,357 $ 4,880 $ 658 $ 8,836 $ 36,731

Hardware and software

152 6,277 8,904 2,011 17,344

2,405 3,216 4,510 920 11,051

Total revenues

$ 24,914 $ 14,373 $ 14,072 $ 11,767 $ 65,126

Three Months Ended December 31, 2024

Sterilization and Disinfection Control

Biopharmaceutical Development

Calibration Solutions

Clinical Genomics

$ 20,991 $ 4,909 $ 1,043 $ 9,866 $ 36,809

Hardware and software

52 4,534 9,333 1,877 15,796

2,464 2,794 4,053 924 10,235

Total revenues

$ 23,507 $ 12,237 $ 14,429 $ 12,667 $ 62,840

Nine Months Ended December 31, 2025

Services result in revenue recognized either over time, for example, when we are contractually obligated to perform labor and replace parts on an as-needed basis throughout a specified service period, or at a point in time, upon completion of a specific, discrete service.

We disclose revenue consistently with how management evaluates the business, i.e., based on business unit and the nature of goods and services provided.

The following tables present disaggregated revenue for the quarters ended

June 30, 2026 and

2025, respectively:

Three Months Ended June 30, 2026

Sterilization and Disinfection Control

6 unchanged sentences

2,484 2,858 4,794 1,100 11,236

Total revenues

Total revenue

$ 24,505 $ 12,059 $ 13,285 $ 10,289 $ 60,138

Nine Months Ended December 31, 2024

Three Months Ended June 30, 2025

Sterilization and Disinfection Control

6 unchanged sentences

2,310 3,362 4,534 995 11,201

Total revenues

Total revenue

$ 25,410 $ 11,486 $ 12,350 $ 10,297 $ 59,543

Revenues from external customers are attributed to individual countries based on the locations to which the products are shipped or exported, or locations where services are performed, as follows:

Three Months Ended December 31,

Nine Months Ended December 31,

Revenue from external customers are attributed to individual countries based on the locations to which the products are shipped or exported, or locations where services are performed, as follows:

Three Months Ended June 30,

United States

1 unchanged sentence

24,958 26,468

29,589 26,042 82,179 73,157

Total revenues

Total revenue

$ 60,138 $ 59,543

No foreign country exceeded 10% of total revenues for the three and nine months ended December 31, 2025 .

No foreign country exceeded 10% of total revenue for the quarter ended June 30, 2026 .

Contract Liabilities

Our contracts have varying payment terms and conditions.

Some customers prepay for products and services, resulting in contract liabilities recorded as unearned revenues or within other noncurrent liabilities in our unaudited Condensed Consolidated Balance Sheets.

The significant majority of our revenues, related receivables and contract liabilities arise from contracts with original durations of twelve months or less.

Some customers prepay for products and services, resulting in contract liabilities recorded as unearned revenue or within other noncurrent liabilities in our unaudited Condensed Consolidated Balance Sheets.

The significant majority of our revenue, related receivables and contract liabilities arise from contracts with original durations of twelve months or less.

Contract liabilities are recognized as revenue as we satisfy our obligations under the terms of the contracts.

1 unchanged sentence

Contract liabilities as of March 31, 2026

Prior year liabilities recognized in revenues during the nine months ended December 31, 2025

Contract liabilities added during the nine months ended December 31, 2025, net of revenues recognized

Contract liabilities as of December 31, 2025

Prior year liabilities recognized in revenue during the three months ended June 30, 2026

Contract liabilities added during the three months ended June 30, 2026, net of revenue recognized

Contract liabilities as of June 30, 2026

Fair Value Measurements and Concentrations of Credit Risk

Our financial instruments consist primarily of cash and cash equivalents, trade accounts receivable, obligations under trade accounts payable, and debt.

Due to their short-term nature, the carrying values for cash and cash equivalents, trade accounts receivable, and trade accounts payable approximate fair value and are classified within Level 1 of the fair value hierarchy.

Due to their short-term nature, the carrying values of cash and cash equivalents, trade accounts receivable and trade accounts payable approximate fair value and are classified within Level 1 of the fair value hierarchy.

The carrying amounts of our term loan and revolving line of credit (together, the "Credit Facility") approximate fair value due to variable interest rate pricing, with the balances bearing interest rates approximating current market rates.

There were no nonrecurring fair value adjustments or transfers between the levels of the fair value hierarchy during the three and nine months ended December 31, 2025 .

There were no nonrecurring fair value adjustments or transfers between the levels of the fair value hierarchy during the quarter ended June 30, 2026 .

The financial instruments that subject us to the highest concentrations of credit risk are cash and accounts receivable.

We maintain relationships and cash deposits at multiple banking institutions across the world in an effort to diversify and reduce risk of loss.

We maintain relationships and cash deposits at multiple banking institutions across the world in an effort to diversify cash holdings and reduce risk of loss.

Concentration of credit risk with respect to accounts receivable is limited to customers to whom we make significant sales.

No customers accounted for more than 10% of total trade receivables as of December 31, 2025 .

No customers accounted for more than 10% of total trade receivables as of June 30, 2026 .

Supplemental Information

Inventories consisted of the following:

December 31, 2025

June 30, 2026

March 31, 2026

3 unchanged sentences

Finished goods

10,743 10,575

Total inventories

1 unchanged sentence

Prepaid expenses and other current assets consisted of the following:

December 31, 2025

June 30, 2026

March 31, 2026

6 unchanged sentences

Accrued payroll and benefits consisted of the following:

December 31, 2025

June 30, 2026

March 31, 2026

Bonus payable

$ 7,760 $ 10,891

Wages and paid-time-off payable

$ 4,258 $ 3,333

Bonus payable

Payroll related taxes

3 unchanged sentences

Other accrued expenses consisted of the following:

December 31, 2025

June 30, 2026

March 31, 2026

3 unchanged sentences

Income taxes payable

GKE acquisition holdback

Total other accrued expenses

1 unchanged sentence

Depreciation expense was as follows:

Three Months Ended December 31,

Nine Months Ended December 31,

Depreciation expense in cost of revenues

$ 775 $ 610 $ 2,376 $ 2,376

Three Months Ended June 30,

Depreciation expense in cost of revenue

Depreciation expense in operating expense

495 496 1,613 1,652

Total depreciation expense

2 unchanged sentences

Intangible assets other than goodwill consisted of the following:

December 31, 2025

June 30, 2026

March 31, 2026

12 unchanged sentences

Amortization expense for intangible assets was as follows:

Three Months Ended December 31,

Nine Months Ended December 31,

Amortization in cost of revenues

$ 695 $ 660 $ 2,104 $ 1,979

Three Months Ended June 30,

Amortization in cost of revenue

Amortization in general and administrative

$ 4,392 $ 4,553

$ 4,445 $ 4,391 $ 13,532 $ 13,002

Estimated future amortization expense for the fiscal years ending March 31 is presented below, based on foreign currency exchange rates in effect as of December 31, 2025:

Estimated future amortization expense for the following fiscal years ending March 31 is presented below, based on foreign currency exchange rates in effect as of June 30, 2026:

Amortization Expense

9 unchanged sentences

( 273 ) ( 585 ) ( 6 ) 39 ( 825 )

December 31, 2025

June 30, 2026

$ 82,537 $ 49,081 $ 37,260 $ 17,160 $ 186,038

5 unchanged sentences

Letters of credit with an aggregate stated amount not exceeding $ 2,500 at any time.

We refer to the agreement in whole as the “Credit Facility.”

On April 5, 2024, we borrowed $ 75,000 under the Credit Facility's Term Loan to fund privately negotiated repurchases of a portion of our convertible notes ("the Notes").

On August 12, 2025, we borrowed $ 97,000 under the Revolver to fund the cash settlement of the remaining Notes, which matured on August 15, 2025 ( see "Convertible Notes" below).

Borrowings under our Credit Facility bear interest at a SOFR rate or a base rate, plus an applicable spread that varies with our total net leverage ratio.

On October 10, 2025 we amended the Credit Facility to reduce the range of the spread from 1.5 % - 3.0 % to 1.25 % - 2.50 %.

The weighted average interest rate on borrowings under the Credit Facility was 6.2 % as of December 31, 2025 and 7.2 % as of March 31, 2025.

The financial covenants in the Credit Facility include a maximum total net leverage ratio of 4.0 to 1.0 on each of the testing dates between March 31, 2025 and March 31, 2026 and 3.5 to 1.0 on each testing date thereafter.

Borrowings under our Credit Facility bear interest at a Secured Overnight Financing Rate ("SOFR") rate or a base rate, plus an applicable spread that varies with our total net leverage ratio.

The weighted average interest rate on borrowings under the Credit Facility was 5.6 % as of June 30, 2026 and 5.9 % as of March 31, 2026.

The financial covenants in the Credit Facility include a maximum total net leverage ratio of 3.5 to 1.0 on each quarterly testing date after March 31, 2026.

The Credit Facility also stipulates a minimum fixed charge coverage ratio of 1.25 to 1.0.

Other covenants include restrictions on our ability to incur debt, grant liens, make fundamental changes to our business as defined in the contract, engage in certain transactions with affiliates, or conduct asset sales.

As of December 31, 2025 , we were in compliance with all covenants under the Credit Facility.

During the three and nine months ended December 31, 2025 , we made required quarterly principal payments on the Term Loan of $ 938 and $ 2,813 , respectively.

As of June 30, 2026 , we were in compliance with all covenants under the Credit Facility.

We are required to make quarterly principal payments on the Term Loan.

For the fiscal years ending March 31, future debt payments on the Term Loan are required as follows:

During the quarter ended June 30, 2026, we made a required payment of $ 1,406 .

For fiscal years ending March 31, required future debt payments on the Term Loan are as follows:

Remainder of 2027

Total principal remaining

A reconciliation of the carrying amount of the Term Loan to principal outstanding was as follows:

December 31, 2025

Unamortized debt issuance costs related to the Term Loan are reflected as a discount to the debt’s carrying value in our unaudited Condensed Consolidated Balance Sheets and are being amortized to interest expense through maturity.

The net carrying amount of the Term Loan was as follows:

June 30, 2026

March 31, 2026

Term Loan ( 5.6 % and 5.9 % as of June 30, 2026 and March 31, 2026, respectively)

$ 66,094 $ 67,500

debt issuance costs

( 475 ) ( 518 )

current portion

2 unchanged sentences

$ 59,994 $ 61,357

Debt issuance costs

Term Loan principal outstanding

$ 68,438 $ 71,250

We recognized interest expense on the Term Loan as follows:

Three Months Ended December 31,

Nine Months Ended December 31,

Interest expense ( 6.2 % and 7.5 % as of December 31, 2025 and 2024, respectively)

Three Months Ended June 30,

Interest expense ( 5.6 % and 7.2 % as of June 30, 2026 and 2025, respectively)

$ 995 $ 1,292

2 unchanged sentences

$ 1,038 $ 1,329

As of December 31, 2025 , the outstanding balance under the Revolver was $ 98,250 and $ 26,750 remained available to be borrowed.

Subsequent to December 31, 2025 , we repaid an additional $ 4,000 on the Revolver.

As of June 30, 2026 , the outstanding balance under the Revolver was $ 77,250 , and $ 47,750 was available for borrowing.

Subsequent to June 30, 2026 , we repaid an additional $4,000 on the Revolver.

We are obligated to pay quarterly unused commitment fees of between 0.20 % and 0.35 % of the Revolver’s aggregate principal amount, based on our leverage ratio.

The balance of unamortized customary lender fees related to the Revolver was $ 1,103 and $ 1,203 as of December 31, 2025 and March 31, 2025, respectively.

The balance of unamortized customary lender fees related to the Revolver was $ 934 and $ 1,018 as of June 30, 2026 and March 31, 2026, respectively.

Convert ible Notes

On August 15, 2025, our outstanding 1.375 % convertible notes (the "Notes") matured.

We settled the aggregate principal balance of $ 97,500 as well as $ 670 of accrued interest in cash by drawing $ 97,000 under our Revolver and using $ 1,170 of cash on hand.

Interest expense recognized in connection with the Notes during the three and nine months ended December 31, 2025 and 2024 respectively, was as follows:

Three Months Ended December 31,

Nine Months Ended December 31,

Coupon interest expense at 1.375 %

$ - $ 335 $ 503 $ 1,037

Amortization of debt issuance costs

- 134 203 412

Total interest and amortization of debt issuance costs

$ - $ 469 $ 706 $ 1,449

The effective interest rate on the Notes was approximately 1.9 %.

The net carrying amount of the Notes was as follows:

December 31, 2025

March 31, 2025

Principal outstanding

Unamortized debt issuance costs

Net carrying value

Stockholders' Equity

On August 15, 2025, our previously outstanding 1.375 % convertible notes (the "Notes") matured.

We settled the aggregate principal balance of $ 97,500 and accrued interest using borrowings under our Revolver and cash on hand.

As of June 30, 2025, the Notes had a net carrying value of $ 97,432 .

Interest expense recognized in connection with the Notes during the three months ended June 30, 2025 was $ 470 , consisting of coupon interest expense of $ 335 and amortization of debt issuance costs of $ 135 .

Stock Transactions and Stock-Based Compensation

Stock-Based Compensation

On August 22, 2025, our shareholders approved an amendment to the Mesa Laboratories Inc.

2021 Amended and Restated Equity Incentive Plan (the "2021 Equity Plan"), increasing the number of shares authorized for issuance from 660 shares to 1,156 shares, an increase of 496 shares.

During the nine months ended December 31, 2025 , we issued time-based restricted stock units ("RSUs") and performance-based restricted stock units ("PSUs") pursuant to the 2021 Equity Plan.

Stock-based compensation expense is included in cost of revenues, selling, general and administrative, and research and development expense in the accompanying unaudited Condensed Consolidated Statements of Operations.

The following is a summary of RSU and PSU award activity for the nine months ended December 31, 2025 :

During the three months ended June 30, 2026 , we issued time-based restricted stock units ("RSUs") and performance-based restricted stock units ("PSUs") pursuant to the Amended and Restated Mesa Laboratories, Inc.

2021 Equity Incentive Plan (the "2021 Equity Plan"), which authorizes the issuance of 1,156 shares of common stock to eligible participants.

The following is a summary of RSU and PSU award activity for the three months ended June 30, 2026 :

Time-Based Restricted Stock Units

12 unchanged sentences

( 68 ) 99.50 ( 13 ) 132.29

Nonvested as of December 31, 2025

Nonvested as of June 30, 2026

208 $ 94.66 129 $ 120.81

Balances for PSUs granted are reflected at target.

In the three months ended June 30, 2026, the Compensation Committee of the Board of Directors (the "Compensation Committee") awarded our CEO a sign-on equity award consisting of 35 RSUs.

These RSUs vest in equal installments on April 13, 2027, 2028 and 2029.

Time-based RSUs vest and settle in shares of our common stock on a one -for- one basis.

The significant majority of RSUs granted to employees during the nine months ended December 31, 2025 vest in equal installments on June 15, 2026, June 13, 2027 and June 13, 2028.

RSUs granted to non-employee directors during the nine months ended December 31, 2025 vest one year from the grant date.

We generally recognize expense relating to RSUs, net of estimated forfeitures, on a straight-line basis over the vesting period.

For time-based RSUs granted to participants who qualify as retirement-eligible under the 2021 Equity Plan, we recognize expense either upon grant or over a shortened service period, depending on the retirement notification requirements applicable to participants.

During the nine months ended December 31, 2025 , the Compensation Committee of the Board of Directors approved a grant of 44 PSUs at target (the "FY26 PSUs") to eligible employees.

The FY26 PSUs are subject to market-based performance conditions and service conditions.

The market performance measurement period and service period is from June 15, 2025 through June 15, 2028.

The number of shares that will be earned is based on market performance and will range from 0 % to 200 % of the target number of shares.

The significant majority of other RSUs granted to employees during the three months ended June 30, 2026 vest in equal installments on June 13, 2027, June 8, 2028 and June 8, 2029.

During the three months ended June 30, 2026 , the Compensation Committee awarded 48 PSUs at target (the "FY27 PSUs") to eligible employees.

The FY27 PSUs are subject to market-based performance conditions measured relative to a selected peer index and service conditions.

The market performance measurement period and service period are from June 15, 2026 through June 14, 2029, followed by a mandatory two -year holding period.

The number of shares that may be earned will range from 0 % to 200 % of the target number of shares, based on Mesa's relative total shareholder return compared to the selected peer group.

If defined minimum targets are not met, no shares will vest.

As of December 31, 2025 , there were 133 shares subject to options outstanding, with a weighted average exercise price per share of $ 191.04 , an intrinsic value of $ 0 and a remaining contractual life of 2.3 years.

As of June 30, 2026 , there were 105 shares subject to outstanding options, with a weighted average exercise price per share of $ 183.18 , an intrinsic value of $ 0 and a remaining contractual life of 1.8 years.

Our Compensation Committee has not granted options to any plan participants in the current or prior fiscal year.

Earnings (Loss) Per Share

The following table presents a reconciliation of the denominators used in the computation of basic and diluted earnings (loss) per share ("EPS"):

Three Months Ended December 31,

Nine Months Ended December 31,

Net income (loss) available for shareholders

Liability Classified PSUs

During the three months ended June 30, 2026, liability-classified PSUs were granted to certain key employees.

The awards may vest based on our over-achievement against a challenging threshold for revenue and adjusted operating income targets;

the value of shares awarded will range from $ 0 to approximately $ 3,000 , depending on Company performance.

The awards represent a fixed monetary value that will be settled in a variable number of shares and are therefore classified as liabilities.

As of June 30, 2026, achievement of performance conditions was not considered probable;

as such, no compensation expense or corresponding liability has been recognized in our Condensed Consolidated Financial Statements.

Performance is measured from April 1, 2026 to March 31, 2027.

Any awards earned will vest in June 2027 and be subject to a mandatory one -year holding period.

Earnings per Share

The following table presents a reconciliation of the denominators used in the computation of basic and diluted earnings per share ("EPS"):

Three Months Ended June 30,

Net income available for shareholders

$ 2,830 $ 4,742

Weighted average outstanding shares of common stock (1)

5,532 5,429 5,504 5,413

Dilutive effect of RSUs

Dilutive effect of unvested stock awards

Fully diluted shares

5,565 5,429 5,552 5,464

Basic earnings (loss) per share

Basic earnings per share

$ 0.50 $ 0.87

Diluted earnings (loss) per share

Diluted earnings per share

$ 0.49 $ 0.85

( 1 ) Weighted average outstanding shares includes awards that have not yet vested and are not yet legally outstanding, but for which all vesting criteria other than the passage of time have been satisfied.

For example, this includes RSUs granted to retirement-eligible employees that are not subject to continued service requirements but have not yet vested.

The following potentially dilutive securities were excluded from the calculation of diluted EPS:

Three Months Ended December 31,

Nine Months Ended December 31,

( 1 ) Weighted average outstanding shares of common stock includes awards that have not yet vested and are not yet legally outstanding, but for which no vesting criteria other than the passage of time remain.

For example, this includes RSUs granted to retirement-eligible employees and certain awards granted to our former CEO that are not subject to continued service requirements but have not yet vested.

The following contingently issuable securities were excluded from the calculation of diluted EPS as their inclusion would be anti-dilutive:

Three Months Ended June 30,

Assumed conversion of the Notes

- 344 171 354

Stock awards that were anti-dilutive

228 406 228 202

Total stock awards excluded from diluted EPS

228 750 399 556

Potentially dilutive securities include stock options and unvested time and performance based RSUs (collectively "stock awards").

Stock awards are excluded from the calculation of diluted EPS if their inclusion would be antidilutive, or if achievement of performance-based thresholds as of our reporting date would not result in the awards vesting.

Shares underlying the Notes were also potentially dilutive until maturity on August 15, 2025;

however, these shares have been excluded from the diluted EPS calculation for the amount of time they remained outstanding during three and nine months ended December 31, 2025 and 2024, as assumed conversion under the if-converted method was antidilutive in each period.

Stock awards are potentially dilutive securities and as such are excluded from the calculation of diluted EPS if their inclusion would be anti-dilutive, or if achievement of performance-based thresholds as of our reporting date would not result in the awards vesting.

We reported an income tax provision as follows:

Three Months Ended December 31,

Nine Months Ended December 31,

Income tax (benefit) expense

Three Months Ended June 30,

Income tax expense

$ 1,523 $ 2,270

5 unchanged sentences

There is a potential for volatility in the effective tax rate due to several factors, including changes in the mix of the pre-tax income and the jurisdictions to which they relate, changes in tax laws and foreign tax holidays, settlement with taxing authorities, and foreign currency fluctuations.

The effective tax rate for the three months ended December 31, 2025 approximated the federal statutory rate of 21%;

the effective rate was impacted by the valuation allowance on U.S.

deferred taxes, offset by the foreign differential rate.

The effective tax rate for the nine months ended December 31, 2025 differed from the statutory federal rate of 21% due to the impact of the valuation allowance on U.S.

deferred taxes, partially offset by the foreign rate differential.

In July 2025, the One Big Beautiful Bill Act (“OBBBA”) introduced several changes to U.S.

tax legislation, with certain provisions becoming applicable to us in fiscal year 2026.

These changes include the immediate expensing of domestic research and experimental expenditures, accelerated tax deductions for qualified property, and modifications to certain international tax frameworks.

We have incorporated the applicable provisions of OBBBA into our income tax provision as of December 31, 2025, resulting in a reduction of U.S.

current tax expense.

We are continuing to evaluate the impacts of the legislation on our Consolidated Financial Statements for the annual period.

The effective tax rate for the three months ended June 30, 2026 differed from the statutory federal rate of 21 % primarily due to the impact of the valuation allowance on U.S.

deferred taxes.

Given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow us to reach a conclusion that a significant portion of the valuation allowance will no longer be needed.

However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that we are able to achieve.

Commitments and Contingencies

We are party to various legal proceedings arising in the ordinary course of business.

As of December 31, 2025 , we are not party to any legal proceeding that management believes could have a material adverse effect on our unaudited consolidated financial position, results of operations, or cash flows.

As of June 30, 2026 , we are not party to any legal proceeding that management believes could have a material adverse effect on our unaudited consolidated financial position, results of operations, or cash flows.

During the three months ended June 30, 2026, we entered into a settlement agreement that resolved previously disclosed litigation involving True Indicating, LLC.

Under the terms of the settlement agreement, we paid an insignificant amount to resolve all outstanding matters between the parties, which was recorded in general and administrative expense in our Condensed Consolidated Statements of Income.

We have no remaining obligations under the agreement.

S egment Information

2 unchanged sentences

Our CODM regularly reviews segment-level U.S.

GAAP revenues and gross profit relative to forecasted and prior period amounts, as well as non-GAAP adjusted operating expense compared to budgeted amounts.

Our CODM also regularly reviews non-GAAP organic revenues growth to support strategic planning and resource deployment.

GAAP revenue and gross profit relative to forecasted and prior period amounts, as well as non-GAAP adjusted operating expense compared to budgeted amounts.

Our CODM also regularly reviews non-GAAP organic revenue growth to support strategic planning and resource deployment.

The following tables set forth our segment information:

Three months ended December 31, 2025

Sterilization and Disinfection Control

Biopharmaceutical Development

Calibration Solutions

Clinical Genomics

Revenues (a):

$ 24,914 $ 14,373 $ 14,072 $ 11,767 $ 65,126

Depreciation in cost of revenues

438 88 116 133 775

Amortization in cost of revenues

125 379 - 191 695

Other cost of revenues (b)

7,040 4,986 5,506 4,329 21,861

Total segment cost of revenues

7,603 5,453 5,622 4,653 23,331

Gross Profit (c)

$ 17,311 $ 8,920 $ 8,450 $ 7,114 $ 41,795

Reconciling items:

Operating expense

Operating income

Nonoperating expense, net

Earnings before income taxes

Three months ended December 31, 2024

Sterilization and Disinfection Control

Biopharmaceutical Development

Calibration Solutions

Clinical Genomics

Revenues (a):

$ 23,507 $ 12,237 $ 14,429 $ 12,667 $ 62,840

Depreciation in cost of revenues

321 63 207 19 610

Amortization in cost of revenues

131 338 - 191 660

Other cost of revenues (b)

6,594 4,297 5,416 5,509 21,816

Total segment cost of revenues

7,046 4,698 5,623 5,719 23,086

Gross Profit (c)

$ 16,461 $ 7,539 $ 8,806 $ 6,948 $ 39,754

Reconciling items:

Operating expense

Operating income

Nonoperating expense, net

(Loss) before income taxes

Nine months ended December 31, 2025

Three months ended June 30, 2026

Sterilization and Disinfection Control

2 unchanged sentences

Clinical Genomics

Revenues (a):

$ 72,431 $ 39,779 $ 39,992 $ 33,204 $ 185,406

Depreciation in cost of revenues

1,349 243 333 451 2,376

Amortization in cost of revenues

404 1,126 - 574 2,104

Other cost of revenues (b)

20,331 15,055 15,932 13,543 64,861

Total segment cost of revenues

22,084 16,424 16,265 14,568 69,341

Depreciation in cost of revenue

Amortization in cost of revenue

Other cost of revenue (b)

Total segment cost of revenue

Gross Profit (c)

$ 50,347 $ 23,355 $ 23,727 $ 18,636 $ 116,065

Reconciling items:

1 unchanged sentence

Operating income

Nonoperating expense, net

Non-operating expense, net

Earnings before income taxes

Nine months ended December 31, 2024

Three months ended June 30, 2025

Sterilization and Disinfection Control

2 unchanged sentences

Clinical Genomics

Revenues (a):

$ 68,669 $ 36,112 $ 38,492 $ 35,570 $ 178,843

Depreciation in cost of revenues

1,114 149 599 514 2,376

Amortization in cost of revenues

376 1,029 - 574 1,979

Non-cash GKE inventory step-up amortization

1,232 - - - 1,232

Other cost of revenues (b)

18,756 12,269 14,635 15,138 60,798

Total segment cost of revenues

21,478 13,447 15,234 16,226 66,385

Depreciation in cost of revenue

Amortization in cost of revenue

Other cost of revenue (b)

Total segment cost of revenue

Gross Profit (c)

$ 47,191 $ 22,665 $ 23,258 $ 19,344 $ 112,458

Reconciling items:

1 unchanged sentence

Operating income

Nonoperating expense, net

Non-operating expense, net

Earnings before income taxes

Intersegment revenues are eliminated to arrive at consolidated totals.

Revenues as presented are consistent with U.S.

Intersegment revenue are eliminated to arrive at consolidated totals.

Revenue as presented are consistent with U.S.

GAAP measurement principles and our CODM's review of segment information.

Other segment cost of revenues for each reportable segment includes product costs, personnel costs (including stock-based compensation), and other manufacturing and overhead costs necessary to produce and sell our products and services, excluding depreciation, amortization and any non-cash GKE inventory step-up amortization expense.

Other segment cost of revenue for each reportable segment includes product costs, personnel costs (including stock-based compensation), and other manufacturing and overhead costs necessary to produce and sell our products and services, excluding depreciation and amortization.

Gross profit as presented is consistent with U.S.

GAAP measurement principles and our CODM's review of segment information.

2 unchanged sentences

Sterilization and Disinfection Control

$ 6,075 $ 5,545

Biopharmaceutical Development

2 unchanged sentences

Total inventories

$ 26,559 $ 25,365

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-Q

Item 1. Financial Statements