Park Dental Partners, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Park Dental Partners, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Park Dental Partners, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, shareholders' equity (deficit), and cash flows, for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Deloitte & Touche LLP Minneapolis, Minnesota March 25, 2026 We have served as the Company’s auditor since 2022. ​ 62 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ ​ ​ ​ Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) ​ ​ 62 Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024 ​ 64 Consolidated Statements of Operations for the Fiscal Years Ended December 31, 2025 and December 31, 2024 ​ 65 Consolidated Statements of Shareholders’ Equity (Deficit) for the Fiscal Years Ended December 31, 2025 and December 31, 2024 ​ 66 Consolidated Statements of Cash Flows for the Fiscal Years Ended December 31, 2025, and December 31, 2024 ​ 67 Notes to the Consolidated Financial Statements ​ 68 ​ ​ ​ ​ 63 Table of Contents PARK DENTAL PARTNERS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, ​ ​ ​ At December 31, ​ ​ 2025 ​ 2024 ASSETS ​ ​ ​ ​ CURRENT ASSETS: ​ ​ ​ ​ Cash and cash equivalents ​ $ 25,185 ​ $ 2,672 Accounts receivable – net of allowance ​ 6,991 ​ 7,401 Dental supplies ​ 930 ​ 887 Income taxes receivable ​ 2,830 ​ 228 Prepaid expenses and other current assets ​ 1,966 ​ 1,391 Total current assets ​ 37,902 ​ 12,579 OTHER ASSETS: ​ ​ ​ ​ Property and equipment – net ​ 29,286 ​ 30,063 Cash surrender value of life insurance ​ 19,243 ​ 16,045 Intangible assets – net ​ 11,182 ​ 11,068 Goodwill ​ 17,178 ​ 16,559 Deferred income taxes ​ 18,849 ​ 18,158 Lease right of use asset ​ 44,542 ​ 44,396 Other assets ​ ​ 1 ​ ​ 1 Total other assets ​ 140,281 ​ 136,290 TOTAL ASSETS ​ $ 178,183 ​ $ 148,869 LIABILITIES AND EQUITY (DEFICIT) ​ ​ ​ ​ CURRENT LIABILITIES: ​ ​ ​ ​ Accounts payable and other accrued liabilities ​ $ 6,291 ​ $ 4,663 Accrued payroll and benefits ​ ​ 14,564 ​ ​ 12,425 Deferred compensation - short term ​ ​ 2,152 ​ ​ 1,505 Accrued taxes ​ 1,220 ​ 1,981 Deferred revenue ​ ​ 1,411 ​ ​ 1,432 Current debt ​ 1,895 ​ 1,915 Current portion of lease liability ​ 6,711 ​ 6,310 Other current liabilities ​ ​ 1,489 ​ ​ 972 Total current liabilities ​ 35,733 ​ 31,203 LONG-TERM LIABILITIES: ​ ​ ​ ​ Lease liability ​ 41,659 ​ 41,954 Non-qualified deferred compensation plan ​ ​ 22,297 ​ 19,788 Deferred compensation - other plans ​ 46,120 ​ ​ 47,766 Long-term debt ​ 10,085 ​ 11,979 Other long-term liabilities ​ 486 ​ 478 Total long-term liabilities ​ 120,647 ​ 121,965 Total liabilities ​ $ 156,380 ​ $ 153,168 Commitments and contingencies (Note 12) ​ ​ ​ ​ SHAREHOLDERS’ EQUITY (DEFICIT): ​ ​ ​ ​ Common stock, $0.0001 par value, 100,000,000 shares authorized; 4,247,018 and 1,796,399 shares issued and outstanding at December 31, 2025 and 2024, respectively ​ $ 1 ​ $ 1 Additional paid-in capital ​ 28,627 ​ 1,521 Treasury stock ​ (737) ​ (91) Accumulated shareholders’ deficit ​ (6,088) ​ (5,730) Total shareholders’ equity (deficit) ​ 21,803 ​ (4,299) TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) ​ $ 178,183 ​ $ 148,869 ​ ​ ​ See accompanying notes to consolidated financial statements. 64 Table of Contents PARK DENTAL PARTNERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 REVENUE ​ $ 244,494 ​ $ 229,794 COST OF SERVICES ​ ​ ​ ​ Salaries and benefits ​ 155,207 ​ 140,741 Dental supplies and Laboratory fees ​ 17,202 ​ 17,093 Office occupancy ​ 16,187 ​ 15,519 Other practice expenses ​ 14,366 ​ 13,471 Depreciation ​ 7,861 ​ 7,291 TOTAL COST OF SERVICES ​ 210,823 ​ 194,115 GROSS MARGIN ​ 33,671 ​ 35,679 General and administrative expenses ​ 31,905 ​ 25,470 Depreciation and amortization ​ 1,516 ​ 1,544 OPERATING INCOME ​ 250 ​ 8,665 INTEREST EXPENSE - NET ​ (1,170) ​ (1,449) INCOME (LOSS) BEFORE TAX ​ (920) ​ 7,216 PROVISION/(BENEFIT) FOR INCOME TAX ​ (562) ​ 2,853 NET INCOME (LOSS) ​ $ (358) ​ $ 4,363 Earnings (Loss) per share: ​ ​ ​ ​ Basic ​ $ (0.18) ​ $ 2.42 Diluted ​ $ (0.18) ​ $ 2.42 Basic weighted-average number of common shares outstanding ​ 1,944,469 ​ 1,806,449 Diluted weighted-average number of common shares outstanding ​ 1,944,469 ​ 1,806,449 ​ ​ ​ ​ See accompanying notes to consolidated financial statements. 65 Table of Contents PARK DENTAL PARTNERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT ) FOR THE YEARS ENDED DECEMBER 31, 2025 and 2024 (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ PDPI ​ ​ ​ ​ Accumulated ​ Additional ​ Total ​ ​ Common ​ Treasury ​ Shareholders’ ​ Paid- ​ Shareholders’ ​ ​ ​ ​ Stock ​ ​ ​ Stock ​ ​ ​ (Deficit) ​ ​ ​ in Capital ​ ​ ​ Equity (Deficit) January 1, 2024 ​ $ 1 ​ $ — ​ $ (3,351) ​ $ 1,055 ​ (2,295) Share based compensation ​ — ​ — ​ — ​ 529 ​ 529 Share Repurchase ​ — ​ (91) ​ — ​ (63) ​ (154) Dividends ​ — ​ — ​ (6,742) ​ — ​ (6,742) Net income (loss) ​ — ​ — ​ 4,363 ​ — ​ 4,363 January 1, 2025 ​ 1 ​ (91) ​ (5,730) ​ 1,521 ​ (4,299) Share based compensation ​ — ​ — ​ — ​ 8,811 ​ 8,811 Share Repurchase ​ — ​ (646) ​ — ​ (58) ​ (704) Share Issuance ​ — ​ — ​ — ​ 18,353 ​ 18,353 Net income (loss) ​ — ​ — ​ (358) ​ — ​ (358) December 31, 2025 ​ $ 1 ​ $ (737) ​ $ (6,088) ​ $ 28,627 ​ $ 21,803 ​ ​ ​ ​ ​ See accompanying notes to consolidated financial statements. 66 Table of Contents PARK DENTAL PARTNERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 CASH FLOWS FROM OPERATING ACTIVITIES: ​ ​ ​ ​ ​ Net income (loss) ​ $ (358) ​ $ 4,363 Adjustments to reconcile net income to net cash flows from operating activities: ​ ​ ​ ​ Depreciation and amortization ​ 9,377 ​ 8,835 Deferred income taxes ​ (691) ​ 779 Change in cash surrender value of life insurance ​ (1,608) ​ (1,315) Loss on disposal of property and equipment ​ 94 ​ 89 Noncash lease expense ​ (40) ​ (246) Share based compensation ​ 8,811 ​ 529 Changes in operating assets and liabilities ​ ​ ​ ​ Accounts receivable ​ 411 ​ 1,530 Income taxes receivable ​ (2,603) ​ 30 Prepaid rent ​ ​ — ​ ​ 637 Prepaid expenses and other current assets ​ (587) ​ 66 Accounts payable and other accrued liabilities ​ 1,126 ​ (1,422) Accrued payroll and benefits ​ ​ 2,139 ​ ​ 582 Deferred compensation ​ 1,510 ​ 1,878 Accrued taxes ​ (761) ​ 377 Deferred revenue ​ ​ (21) ​ ​ (54) Other liabilities ​ 831 ​ (189) Net cash flows from operating activities ​ 17,630 ​ 16,469 NET CASH FLOWS USED IN INVESTING ACTIVITIES: ​ ​ ​ ​ Purchases of property and equipment ​ $ (7,341) ​ $ (6,156) Proceeds from sale of property and equipment ​ — ​ 1 Life insurance premiums paid ​ (1,590) ​ (606) Payments for purchases of dental practices ​ (1,717) ​ (910) Net cash flows used in investing activities ​ (10,648) ​ (7,671) CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: ​ ​ ​ ​ Gross borrowings on line of credit ​ $ 14,903 ​ $ 63,239 Gross repayments on line of credit ​ (14,903) ​ (73,515) Dental practice purchase installment payments ​ (648) ​ (844) Net change in checks issued in excess of cash balances ​ 490 ​ (143) Proceeds from term loan ​ — ​ 13,000 Payments of long-term debt ​ (1,915) ​ (1,493) Payments of capital lease obligation ​ (45) ​ (32) Proceeds from initial public offering, net of offering costs ​ ​ 18,353 ​ ​ — Cash paid for share repurchase ​ (704) ​ (154) Dividends paid ​ — ​ (6,742) Net cash flows from (used in) financing activities ​ 15,531 ​ (6,684) NET CHANGE IN CASH AND CASH EQUIVALENTS ​ 22,513 ​ 2,114 CASH AND CASH EQUIVALENTS – Beginning of year ​ 2,672 ​ 558 CASH AND CASH EQUIVALENTS – End of year ​ $ 25,185 ​ $ 2,672 SUPPLEMENTAL CASH FLOW INFORMATION – Cash paid during the year for: ​ ​ ​ ​ Interest ​ $ 1,278 ​ $ 1,143 Income taxes ​ $ 3,486 ​ $ 1,806 Purchases of property and equipment in accounts payable ​ $ 672 ​ $ 274 ​ ​ ​ ​ See accompanying notes to consolidated financial statements. 67 Table of Contents PARK DENTAL PARTNERS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 and 2024 (Amounts in thousands, except share and per share amounts) 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business — We are a dental resource organization that provides administrative and other business support services to affiliated general and multi-specialty dental practices. We currently have exclusive long-term agreements with the following affiliated dental practices — PDG, P.A., Dental Specialists of Minnesota, PLLC and Orthodontic Specialists of Minnesota, PLLC, (together “affiliated dental practices”). We currently support 214 dentists across 86 practice locations. As a result of our exclusive, long-term agreements with our affiliated dental practices, our consolidated financial results include the consolidated results of the affiliated dental practices, in which we do not hold an equity interest. References to “we”, “us”, and “our” refer to Park Dental Partners, Inc. and our affiliated general and multi-specialty dental practices PDG, P.A. (“PDG”), Dental Specialists of Minnesota, PLLC (“TDS”), and Orthodontic Specialists of Minnesota, PLLC (“The Dental Specialists Orthodontics”). PDG, TDS, and The Dental Specialists Orthodontics provide general and specialty dental care services to patients throughout the Minneapolis/St. Paul metropolitan area; Rochester, Minnesota; Duluth, Minnesota; Sartell, Minnesota; western Wisconsin; and Phoenix, Arizona. In 2023, shareholders of our affiliated dental practices established a dental resource organization 100% owned by dentists and management, through the creation of Park Dental Partners, Inc. and transitioned to our current operating structure with each holder of previously outstanding interests in PDG, TDS and The Dental Specialists Orthodontics exchanging substantially all their interests for shares of Park Dental Partners, Inc. common stock. Upon formation Park Dental Partners, Inc. issued Class A-1, Class A-2, Class A-3 (collectively ‘Class A’) and Class B common stock. Subsequently in 2024, Park Dental Partners, Inc. shareholders voted to eliminate the Class B shares. In August 2025, the shareholders of Park Dental Partners, Inc. approved the conversion of all previously outstanding Class A-1, Class A-2 and Class A-3 shares to new Common Stock on a 1:1 basis. The conversion had no impact on the number of outstanding shares or number of weighted average basic or diluted outstanding shares. Common control transactions are not accounted for at fair value. Rather, common control transactions are generally accounted for at the carrying amount of the net assets or equity interests transferred. Initial Public Offering — On December 4, 2025, Park Dental Partners, Inc. completed its initial public offering (“IPO”), pursuant to which Park Dental Partners, Inc. issued and sold an aggregate of 1,535,000 shares of its common stock at the IPO price of $13.00 per share, resulting in net proceeds of $18,353 after deducting underwriting discounts and other underwriting costs of $1,602. Refer to Note 11 – Shareholders’ Equity (Deficit) for further information. Principles of Consolidation — We evaluate ownership, contractual and other interests in entities to determine if we have any variable interest in variable interest entities (“VIEs”). These evaluations are complex, involve judgment, and the use of estimates and assumptions based on available historical information, among other factors. We assess control through means other than voting rights, i.e., a variable interest, and determine which business entity is the primary beneficiary of the VIE. The Company consolidates VIEs when it is determined that the Company is the primary beneficiary of the VIE. We perform ongoing reassessments of whether changes in the facts and circumstances regarding our involvement with a VIE will cause the consolidation conclusion to change. Use of Estimates in Preparation of Consolidated Financial Statements — The preparation of the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that directly affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Critical estimates include the determination of contractual allowances as included in the recognition of accounts receivable and revenue, goodwill impairment and share-based compensation. These estimates, assumptions and judgments are evaluated on an ongoing basis and based on 68 Table of Contents historical experience, current conditions, and various other assumptions, and form the basis for estimating the carrying values of assets and liabilities. Actual results may differ from these estimates. Segment Reporting — We manage our operations on a company-wide basis, rather than at a product or business unit level, thereby making determinations as to the allocation of resources as one operating and reportable segment. Our segment derives revenues by providing general and specialty dental care services to patients. All financial information provided in the consolidated financial statements pertains to this single operating segment. All Company assets are located in the United States. Our chief executive officer and chairman is the chief operating decision maker (“CODM”). The CODM uses financial information at the consolidated level, including net income, gross margin, and Adjusted Earnings Before Interest Tax, Depreciation and Amortization (“Adjusted EBITDA”), to assess performance and make key operating decisions, including approving annual operating plans, expanding into new markets, or pursuing business acquisitions. Net income and Adjusted EBITDA are used to monitor budget versus actual results, as well as trends versus historical performance, which are the CODM’s primary considerations to assess performance. There are no segment managers who are held accountable by the CODM for operating results at levels or components below the consolidated unit level. The measure of segment assets is reported on the balance sheet as total consolidated assets. Our CODM does not review segment assets at a different asset level. Only the CODM has overall responsibility and accountability for the profitability and cash flows of the Company. Cash and Cash Equivalents — Cash and cash equivalents includes cash on hand, and all highly liquid investments with an original maturity of 90 days or less. Dental Supplies — Dental supplies are valued at cost, using the first-in, first-out method. Property and Equipment — Property and equipment purchases are recorded at cost. Depreciation is provided over the estimated useful life of each class of depreciable asset and is computed using the straight-line method. Estimated useful lives range from 3 to 7 years for computers, vehicles, equipment, and furniture, 15 years for signage, and 20 years for buildings. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements. Cash Surrender Value of Life Insurance — In connection with our non-qualified deferred compensation plan, we are the beneficiary of corporate owned life insurance policies on several affiliated dentists and leadership. The face value of the policies is $43,500 at December 31, 2025, and December 31, 2024. Trademarks and Patient Lists — Our definite-lived intangible assets, which include trademarks and patient lists (refer to Note 2— Acquisitions ), are capitalized and amortized over 15 years on a straight-line basis. Goodwill — Goodwill is recognized for the excess of the purchase price over the fair value of tangible and identifiable intangible net assets of businesses acquired. Goodwill is assessed for impairment annually at the reporting unit level, which has been determined to be the consolidated entity level. When testing goodwill for impairment, we first assess qualitative factors to determine if it is more likely than not the carrying value of a reporting unit exceeds its estimated fair value. During a qualitative analysis, we consider the impact of changes, if any, to the following factors: macroeconomic, industry and market factors; cost factors; changes in overall financial performance; and any other relevant events and uncertainties impacting a reporting unit. If the qualitative assessment indicates goodwill impairment is more likely than not, additional quantitative analysis is performed. We may also elect to bypass the qualitative testing and proceed directly to the quantitative testing. The annual impairment test for goodwill was completed as of October 1, 2025 and 2024. The 2025 annual assessment was completed under qualitative assessment of our single reporting unit and we concluded it was not more likely than not that the carrying value of our reporting unit was in excess of its estimated fair value, and concluded no impairment existed. The 2024 annual assessment was a quantitative assessment under which it was determined the reporting unit has fair value substantially in excess of the carrying value, thus no impairment adjustment was deemed necessary. ​ 69 Table of Contents Other Current Liabilities, and Other Long-Term Liabilities — Other current liabilities, and other long-term liabilities include insurance and patient refunds, finance lease obligations, deferred rent, and practice acquisition installment notes. Practice acquisition installment notes are generally payable between 12 – 48 months after the date of the acquisition. The total liability of outstanding practice acquisition installment notes as of December 31, 2025, and December 31, 2024, included within the consolidated balance sheet was $956 and $1,141, respectively, of which, the current portion recorded within other current liabilities was $505 and $668, respectively. The following table provides details of the Company’s liability for outstanding practice acquisition installment notes: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ (in thousands) ​ Practice acquisition installment notes – beginning balance ​ $ 1,141 ​ $ 1,669 ​ Additions related to acquisitions ​ 388 ​ 390 ​ (Forfeiture) / Reinstatement ​ 75 ​ (74) ​ Payments advanced to seller ​ (648) ​ (844) ​ Practice acquisition installment notes – ending balance ​ $ 956 ​ $ 1,141 ​ ​ Deferred Compensation — We’ve entered into certain deferred compensation arrangements whereby portions of compensation, primarily to our affiliated dentists, are deferred and paid in later periods. The deferred compensation amounts are charged to expense over the required service period. Refer to Note 10 — Deferred Compensation for further information. Revenue Recognition — Our affiliated dental practices generate their revenue from services provided to patients. Generally, dental practices bill the patients and third-party payors after the services are performed. Revenue is recognized as performance obligations are satisfied. Patient care service revenue is reported at the amount that reflects the consideration to which the affiliated dental practices estimate to be entitled in exchange for providing patient care. These consideration amounts are due from patients and third-party payors (including dental insurers and government sponsored programs), and others and include variable consideration. Our affiliated dental groups determine the transaction price, which involves significant estimates and judgment, based on standard charges for goods and services provided, reduced by contractual allowance provided to third-party payors, discounts provided to uninsured patients in accordance with our policy and implicit price concessions based on its historical collection experience for each patient portfolio based on payor classes and service types. We regularly review data about these major payor sources of revenue in evaluating the sufficiency of the contractual allowance and implicit price concessions. Performance obligations are determined based on the nature of the services provided. For general dental care services, the performance obligations are satisfied as the patient simultaneously receives and consumes the benefits provided as the services are performed. Revenue from performance obligations satisfied over time is recognized based on total expected or actual services allocated to each performance obligation. Generally, performance obligations satisfied over time relate to patients receiving orthodontic services. For these services we measure the performance obligation from initial execution of the contract to the point when there are no further services required for the patient. Typically, revenue is recognized within 12-months of the commencement of services. In addition, our affiliated dental practices offer a direct-to-consumer dental care subscription for patients without dental insurance, which provides reduced costs for patient care over a 12-month period. Materially all deferred revenue at the end of a fiscal year is recognized within the subsequent 12-month period. The subscription revenue is deferred and recognized over the period of care. We believe that these methods provide an accurate depiction of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy the obligations. Per the administrative resource agreements, Park Dental Partners, Inc. bills the affiliated dental practices for business and administrative services. However, this revenue and related expenses are eliminated in the financial statement consolidation process. 70 Table of Contents Our affiliated dental practices have agreements with third-party payors that typically provide for payments at amounts less than standard established charges. A summary of the payment arrangements with major third-party payors consists of the following: ● Medicaid: services are generally paid at prospectively determined rates per charge, per occasion of service, or per covered member. ● Commercial insurance: payment agreements with certain insurance carriers provide for payment using prospectively determined rates per charge, discounts from established charges, and fee schedules. Our patient service revenue, net of allowances, implicit price concessions and discounts, recognized from these major payor sources and patients was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Third-party payors ​ $ 166,683 ​ $ 158,626 Patients ​ 77,811 ​ 71,168 Total all payors ​ $ 244,494 ​ $ 229,794 ​ Patient Receivables and Credit Policy — Patient accounts receivable are uncollateralized patient obligations that are stated at the amount we expect to collect from outstanding balances. These obligations are primarily from local patients most of whom are insured under third-party payor agreements. Park Dental Partners, Inc. provides billing and collection services on behalf of the affiliated dental practices. Park Dental Partners, Inc. bills third-party payors on the patients’ behalf, or if a patient is uninsured, the patient is billed directly. Once claims are settled with the third-party payors, patients are billed for the remaining balance. Payments on accounts receivable are applied to the specific claim identified on the remittance advice or statement. Park Dental Partners, Inc. and its affiliated dentists have a policy of assessing a finance charge of 8% on patient past due accounts 90 days or older. Carrying amounts of accounts receivable are reduced by contractual allowances and implicit price concessions that reflect management’s best estimate of the amounts that will not be collected. We provide for contractual adjustments under terms of third-party reimbursement agreements through a reduction of gross revenue and a credit to a contractual valuation allowance. In addition, we provide for probable uncollectible amounts, primarily for uninsured patients and amounts patients are personally responsible for, through a reduction in gross revenue and a credit to a valuation allowance based on its assessment of historical collection experience, trends for each of its major payor sources of revenue, and the current status of individual accounts. Balances that are still outstanding after we have used reasonable collection efforts are written off through a charge to the valuation allowance and credit to patient accounts receivable. Contractual allowances, concessions, and reserves for uncollectible accounts were $4,864 and $6,747 at December 31, 2025 and 2024, respectively. In 2024 we experienced an increase in the allowance primarily attributable to our transition to a new dental practice management and billing system which had reduced automation functionality for applying contractual allowances to clear the remaining billing, and for providing monthly statements and overdue collection notices. The delays resulted in customers not being billed until after substantial time had passed from the date services were initially provided. This resulted in increased uncertainty regarding our ability to collect outstanding receivables from the period impacted by the decrease in automation and the larger allowance recognized at December 31, 2024. In order to estimate increase in the allowance as a result of the delays in billing and sending overdue collection notices, we utilized historical collection rates for similarly aged receivables. In 2025, in conjunction with assistance from our service provider, we were able to resolve the issues which had resulted in delays in billing customers and sending overdue notices. Deferred Revenue — Deferred revenue is comprised of performance obligations satisfied over time which have not yet been completed, primarily related to orthodontic and dental subscription services. ​ ​ 71 Table of Contents Changes in deferred revenue were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Deferred revenue - beginning balance ​ $ 1,432 ​ $ 1,487 Recognition of prior year deferred revenue in the current year ​ (1,393) ​ (1,455) Deferral of revenue ​ 1,372 ​ 1,400 Deferred revenue - ending balance ​ $ 1,411 ​ $ 1,432 ​ Disaggregation of Revenue — The majority of our services are affiliated dental practice services which share similar patients and delivery of services. All revenue is generated in the United States. The principal components that comprise the Company’s service revenues are as follows: ● General Dentistry Services, including dentist and hygiene revenues; and ● Specialty Dentistry Services, including oral surgery, periodontics, pediatric dentistry, prosthodontics, endodontics, and orthodontics. Refer to Note 3 — Revenue for further revenue disaggregation information. Specified Expense Items — Significant segment level expense information provided to the CODM is consistent with our consolidated statements of operations, as supplemented by the specified expense items provided to the CODM and disclosed in the table below: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended ​ ​ December 31, ​ ​ 2025 ​ 2024 ​ ​ (in thousands) Salaries and Benefits ​ ​ ​ ​ ​ ​ Doctor Compensation and Benefits ​ $ 65,961 ​ $ 61,785 Clinical Team Member Salaries and Benefits ​ 89,246 ​ 78,956 Total Salaries and Benefits ​ $ 155,207 ​ $ 140,741 Other Practice Expenses ​ ​ ​ ​ MinnesotaCare Tax ​ $ 4,391 ​ $ 4,092 Other expenses of practices (1) ​ 9,975 ​ 9,379 Total – Other Operating expense ​ $ 14,366 ​ $ 13,471 (1) Other expenses of practices includes software and subscription costs, repairs and maintenance costs, recruiting, travel and entertainment, insurance, and other operating costs. Cost of Services — Cost of services includes clinical team member costs and benefits, dental supplies and laboratory fees, office occupancy, depreciation associated with practice assets, and other practice expenses. Advertising costs at the practice level charged to cost of services in the consolidated statement of operations were $332 for 2025 and $425 for 2024. Operating Expenses — Operating expenses include general and administrative expenses and resource support center depreciation and intangible amortization of non-practice related assets. Advertising costs associated with the broader organization that are charged to general and administrative expense in the consolidated statement of operations were $1,716 in 2025 and $1,873 in 2024. 72 Table of Contents Lease Arrangements — We determine if an arrangement is or contains a lease at the lease inception date by evaluating whether the arrangement conveys the right to use an identified asset and whether we obtain substantially all of the economic benefits from and have the ability to direct the use of the asset. Leases with an initial term of twelve months or less are not recorded on the balance sheet. At the lease commencement date, we recognize a lease liability and a right of use (“ROU”) asset representing our right to use the underlying asset over the lease term. The initial measurement of the lease liability is calculated on the basis of the present value of the remaining lease payments and the ROU asset is measured on the basis of this liability, adjusted by prepaid and accrued rent, lease incentives, and initial direct costs. Our leases require other payments such as costs related to service components, real estate taxes, common area maintenance, and insurance. These costs are generally variable in nature and based on the actual costs incurred and required by the lease. As we have elected to not separate lease and non-lease components for all classes of underlying asset, all variable costs associated with the lease are expensed in the period incurred and presented and disclosed as operating expenses. Our lease agreements do not contain any residual value guarantees or restrictive financial covenants. We do not have any leases that have not yet commenced that create significant rights and obligations for the lessee. A lessee is required to use the rate implicit in the lease when measuring the lease liability and ROU asset, unless that rate is not readily determinable. We use our incremental borrowing rate (“IBR”) as the lease discount rate. Income Taxes — Park Dental Partners, Inc., PDG, TDS and TDS are taxed as a C corporation. Deferred income tax assets and liabilities are computed for differences between the financial and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Items with differences between financial and income tax bases include the basis of property and equipment, goodwill, and deferred compensation. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized. Accounting principles for uncertainty in income taxes require the threshold for recognizing the benefits of tax return positions in the consolidated financial statements as “more likely than not” to be sustained by the taxing authority and require measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50% likely to be realized. We had no unrecognized tax benefits as of December 31, 2025, and December 31, 2024. We recognize interest and penalties related to uncertain tax positions in income tax expense. We did not incur any interest or penalties for the year ended December 31, 2025. Our federal and state income tax returns are subject to examination by the IRS and state jurisdictions, generally for three years after they were filed. In addition, all amended federal and state income tax returns are also subject to examination. Health Insurance — We participate in a self-insured program for a portion of medical benefits offered to employees and affiliated dental practices. As part of the self-insured program, we contract with an insurance carrier for claims administration that includes a provision for reimbursing for excess losses above specified limits, as defined in the contract. Included in accrued payroll and benefits liabilities in the accompanying consolidated balance sheet were reserves for claims estimated to be payable in connection with the self-insured program of approximately $1,200 at December 31, 2025, and $1,103 at December 31, 2024. Recently Adopted Accounting Pronouncement — In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires public entities with a single reportable segment to disclose significant segment expenses that are regularly provided to the CODM and included within the reported measure(s) of a segment’s profit or loss, the amount and composition of any other segment items, the title and position of the CODM, and how the CODM uses the reported measure(s) of a segment’s profit or loss to assess performance and decide how to allocate resources. The guidance is effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, applied retrospectively with early adoption permitted. We adopted the standard effective January 1, 2024. 73 Table of Contents In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on either a prospective or retrospective basis, with early adoption permitted. We adopted the standard effective January 1, 2025. Recently Issued Accounting Pronouncements  — In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires the disaggregation, in the notes to the financial statements, of certain cost and expense captions presented on the face of the Company’s Statement of Operations, to provide enhanced transparency to investors. The update may be applied either prospectively or retrospectively. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact ASU 2024-03 will have on our disclosures. 2. ACQUISITIONS In 2025, our affiliated dental practices acquired three single-location dental practices and were accounted for under the acquisition method. One acquisition occurred in June 2025, while two of these acquisitions occurred in December 2025. The final total purchase consideration for the acquired practices was $2,105, of which $1,717 was settled in cash and $388 in practice acquisition installment notes. The acquired practices provide general dental services, two located in the Minneapolis/St. Paul metropolitan areas, and one located in Arizona. In 2024, our affiliated dental practices acquired two dental practices. The practices provide general dental services in the Minneapolis/St. Paul metropolitan areas. The final purchase consideration for the practices was $1,300. We financed these acquisitions with cash of $910 and practice acquisition installment notes of $390. Practice acquisition installment notes are generally payable between 12 and 48 months after the date of acquisition. Acquisitions in 2025 and 2024 were accounted for in accordance with the acquisition method under ASC 805, Business Combinations . The results of operations and financial condition of acquired entities have been included in our consolidated results as of the date of acquisition. For the years ended December 31, 2025, and December 31, 2024, the acquired entities’ impact on revenues and net earnings was not material. Unaudited pro forma revenues and net earnings for the years ended December 31, 2025, and December 31, 2024, as if the business combinations had occurred on the first of the year, were immaterial for the periods. Goodwill arising from the acquisitions consists largely of the synergies and economies of scale expected from increased revenue and cost reductions. For 2025, approximately $6 of the goodwill is deductible for income tax purposes. For 2024, approximately $11 of the goodwill is deductible for income tax purposes. The following table summarizes the consideration paid, assessment of assets acquired and liabilities assumed, and resulting goodwill. Due to the closing of two of the transactions on December 31, 2025, management’s measurement of the fair values of acquired assets and assumed liabilities and purchase price allocation is preliminary and subject to finalization when valuations and final assessments of the fair value of acquired assets and assumed liabilities are completed in the measurement period (up to one year from the acquisition date). There can be no assurance that such final assessments will not result in material changes from the preliminary purchase price allocations, and such changes may result in changes in the opening balance sheet value of goodwill. The Company’s estimates and assumptions are subject to change during the measurement period as the Company finalizes the valuations of certain tangible and intangible assets acquired, and liabilities assumed. We expect to complete the purchase price allocation during the first quarter of 2026. 74 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Dental supplies ​ $ 30 ​ $ 20 Property and equipment ​ 226 ​ 220 Right of use lease asset ​ 349 ​ 28 Patient lists ​ 1,241 ​ 558 Goodwill ​ 619 ​ 502 Right of use lease liability ​ (349) ​ (28) Liabilities assumed ​ ​ (11) ​ ​ — Assets acquired and liabilities assumed ​ $ 2,105 ​ $ 1,300 Total purchase price ​ $ 2,105 ​ $ 1,300 Issuance of amounts due to sellers – acquisitions ​ (388) ​ (390) Cash paid in business combinations ​ $ 1,717 ​ $ 910 ​ ​ On January 23, 2026, we completed the acquisition of a single-location general dental practice located in Tucson, Arizona. The final total purchase consideration for the acquired practice was $1,775. The results of operations and financial condition of the entity will be included in our consolidated results as of the date of the acquisition. This acquisition did not affect the Company’s financial position as of December 31, 2025. ​ 3. REVENUE Disaggregated Revenue Information — We view the following disaggregated disclosures as useful for understanding the composition of revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) General dentistry ​ $ 179,015 ​ $ 170,809 Multi-Specialty dentistry ​ 65,479 ​ 58,985 Revenue ​ $ 244,494 ​ $ 229,794 ​ ​ ​ 4. CONCENTRATION OF CREDIT RISK Financial instruments that potentially subject us to possible credit risk consist principally of accounts receivable and cash deposits in excess of insured limits. Accounts receivable consist of amounts due from patients, their insurers, or governmental agencies for health care provided to the patients. The majority of patients are from Minneapolis/St. Paul, Rochester, Sartell, and Duluth, Minnesota, and western Wisconsin, and the surrounding areas. The mix of receivables from patients and third-party payors are as follows: ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Patients 32 % 31 % Third-party payors 68 69 ​ Totals 100 % 100 % ​ For the years ended December 31, 2025, and December 31, 2024, one third-party payor and their affiliated entities accounted for 30% and 32%, respectively, of our consolidated net revenue. Accounts receivable from one third-party payor and their affiliated entities accounted for 23% and 29% of total accounts receivable at December 31, 2025, and December 31, 2024, respectively. 75 Table of Contents We maintain a depository relationship with one primary financial institution. Operating cash requirements frequently require that amounts on deposit exceed Federal Deposit Insurance Corporation limits. We believe this financial institution has a strong credit rating and that credit risk related to these deposits is minimal. As of December 31, 2025, and December 31, 2024, cash deposits in excess of the federally insured amounts were $24,618 and $2,356, respectively. 5. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Land ​ $ 46 ​ $ 46 Buildings ​ 140 ​ 140 Computer equipment ​ 17,393 ​ 16,877 Furniture and fixtures, and signage ​ 7,614 ​ 7,379 Dental equipment ​ 49,707 ​ 46,053 Leasehold improvements ​ 45,092 ​ 42,263 Total property and equipment ​ 119,992 ​ 112,758 Less accumulated depreciation ​ 90,706 ​ 82,695 Property and equipment – net ​ $ 29,286 ​ $ 30,063 ​ Depreciation expense in the consolidated statement of operations was $8,250 for 2025 and $7,738 for 2024. All assets of the Company are held in the United States of America. ​ 6. GOODWILL AND INTANGIBLE ASSETS Goodwill and intangible assets consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Goodwill ​ ​ ​ ​ ​ ​ Balance – beginning ​ $ 16,559 ​ $ 16,057 Goodwill acquired ​ 619 ​ 502 Balance – ending ​ $ 17,178 ​ $ 16,559 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ ​ Gross Carrying ​ ​ ​ Accumulated ​ ​ ​ Net Carrying ​ ​ Amount ​ Amortization ​ Value ​ ​ (in thousands) Amortizable intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Trademarks ​ $ 1,950 ​ ​ 1,950 ​ $ — Patient lists ​ 17,899 ​ 6,717 ​ 11,182 Total intangible assets ​ $ 19,849 ​ $ 8,667 ​ $ 11,182 ​ ​ ​ ​ ​ ​ ​ ​ 76 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ ​ ​ Gross Carrying ​ ​ ​ Accumulated ​ ​ ​ Net Carrying ​ ​ Amount ​ Amortization ​ Value ​ ​ (in thousands) Amortizable intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Trademarks ​ $ 1,950 ​ $ 1,950 ​ $ — Patient lists ​ 16,658 ​ 5,590 ​ ​ 11,068 Total intangible assets ​ $ 18,608 ​ $ 7,540 ​ $ 11,068 ​ Trademark and patient lists amortization was $1,127 in 2025 and $1,097 in 2024. Trademarks are fully amortized and continue to be used in operations. Amortization expense on amortizable intangible assets for each of the next five years and thereafter is as follows: ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, ​ ​ (in thousands) 2026 ​ ​ ​ $ 1,193 2027 ​ 1,193 2028 ​ 1,194 2029 ​ 1,052 2030 ​ 1,019 Thereafter ​ 5,531 Total ​ $ 11,182 ​ ​ 7. INCOME TAXES All earnings (loss) prior to the application of income taxes were derived through the conduct of business within the United States. The company currently does not have foreign operations. The components of the provision (benefit) for income taxes consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Current: ​ ​ ​ ​ Federal ​ $ 53 ​ $ 1,579 State ​ 82 ​ 489 Total current ​ 135 ​ 2,068 Deferred: ​ ​ ​ ​ Federal ​ (496) ​ 567 State ​ (201) ​ 218 Total deferred ​ (697) ​ 785 Totals ​ $ (562) ​ $ 2,853 77 Table of Contents ​ Minnesota is the only state exceeding 50% of state tax expense. For the 2025 and 2024 calendar years, Minnesota represented greater than 95% of the state taxes reported. As such, all other state jurisdictions are de minimis. Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Deferred tax assets: ​ ​ ​ ​ Deferred compensation ​ $ 20,283 ​ $ 20,021 Lease liability ​ ​ 13,903 ​ ​ 13,691 Accrued compensation ​ 872 ​ 1,495 Allowance for contractual adjustment and bad debts ​ 446 ​ 344 Net operating loss carryforward ​ 1,340 ​ — Other ​ 856 ​ 839 Total deferred tax assets ​ 37,700 ​ 36,390 Deferred tax liabilities: ​ ​ ​ ​ Lease right of use asset ​ ​ 12,802 ​ ​ 12,579 Intangible assets ​ 3,289 ​ 3,051 Fixed assets ​ 2,241 ​ 2,226 Prepaids ​ 519 ​ 376 Total deferred tax liabilities ​ 18,851 ​ 18,232 Net deferred tax assets ​ $ 18,849 ​ $ 18,158 ​ The valuation allowance for deferred tax assets as of December 31, 2025, and 2024, was $0. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We believe it is more likely than not that we will realize the benefits of these deductible differences. Recognized net operating loss carryforwards do not have an expiration. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates in effect for the year the temporary differences are expected to be recovered or settled. Tax rate changes affecting deferred tax assets and liabilities are recognized in income at the enactment date. Cash paid for income taxes during the years ended December 31, 2025 were as follows: ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, ​ ​ 2025 ​ ​ (in thousands) US Federal ​ $ 2,100 US State* ​ ​ 1,386 Total Income Tax Payments ​ $ 3,486 *All State cash payments in 2025 were to the State of Minnesota ​ ​ ​ ​ ​ ​ 78 Table of Contents ​ The following is a reconciliation of the U.S. federal statutory tax to actual income tax expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, ​ ​ 2025 ​ 2024 ​ ​ Amount ​ Rate ​ Amount ​ Rate ​ ​ (in thousands, except for percentages) Pretax Book Income (Loss) ​ $ (920) ​ ​ ​ ​ $ 7,216 ​ ​ ​ US Federal Statutory Tax ​ ​ (193) ​ ​ 21.0% ​ ​ 1,515 ​ ​ 21.0% Nontaxable Items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in Cash Surrender Value of Life Insurance Policies ​ ​ (672) ​ ​ 73.0% ​ ​ (387) ​ ​ (5.4)% Nondeductible Transaction Costs ​ ​ 524 ​ ​ (57.0)% ​ ​ 84 ​ ​ 1.2% Share Based Compensation ​ ​ (437) ​ ​ 47.5% ​ ​ — ​ ​ 0.0% Nondeductible 162(m) Officer Compensation ​ ​ 142 ​ ​ (15.4)% ​ ​ — ​ ​ 0.0% Other Nondeductible Items ​ ​ 61 ​ ​ (6.6)% ​ ​ 62 ​ ​ 0.9% State Income Tax Provision, Net Effect on US Federal Tax ​ ​ (131) ​ ​ 14.2% ​ ​ 741 ​ ​ 10.3% Return to Provision Differences ​ ​ 2 ​ ​ (0.2)% ​ ​ 577 ​ ​ 8.0% Deferred Adjustments ​ ​ 87 ​ ​ (9.5)% ​ ​ 205 ​ ​ 2.8% Other Provision Adjustments ​ ​ 55 ​ ​ (6.0)% ​ ​ 56 ​ ​ 0.8% Total Income Tax Expense (Benefit)/Rate ​ $ (562) ​ ​ 61.1% ​ $ 2,853 ​ ​ 39.5% ​ State taxes substantially all relate to Minnesota for the years presented. The Company did not have any outstanding uncertain tax positions as of December 31, 2025 or December 31,2024. There were no changes in the methodology used for measuring deferred tax assets and liabilities during the year. The Company files income tax returns in the U.S. federal jurisdiction, as well as a small number of state jurisdictions. As of December 31, 2025, the Company’s federal and state income tax returns for the years 2022 through 2024 are open to examination by the Internal Revenue Service. ​ 8. LINE OF CREDIT At December 31, 2025, we had a $15,000 line of credit with a bank bearing interest at the one-month SOFR plus 2.00%. In 2025, activity on the line of credit included advances of $14,903 and repayments of $14,903. In 2024, activity on the line of credit included advances of $63,239 and repayments of $73,515. The line of credit balance at December 31, 2025, and December 31, 2024, was $0. On March 27, 2024, we entered into a credit agreement with the bank which provides for a $13,000 term loan and a $15,000 line of credit with the right to request an additional $10,000. The line of credit matures in March 2027. The term loan matures in March 2029 and carries an interest rate equal to the one-month SOFR plus 2.10%. The agreement requires, among other things, that we comply with a minimum fixed charge coverage ratio, a total cash flow leverage ratio, and restriction on individual business combinations in excess of specified limits, as defined in the agreement. The loans are secured by all business assets of Park Dental Partners, Inc. and subsidiaries, and the affiliated dental practices. We were in compliance with all debt covenants as of December 31, 2025 and 2024. On February 13, 2026, the Company entered into an amendment to its credit agreement. The amendment extends availability under the line of credit to March 27, 2029, updates certain financial covenants and definitions, and provides 79 Table of Contents consent for the formation of a new subsidiary. Management does not expect the amendment to have a material impact on the Company’s liquidity or financial covenants. 9. LONG-TERM DEBT Long-term debt consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Bank note payable ​ $ 9,750 ​ $ 11,607 Subordinated notes payable ​ 2,165 ​ 2,165 Notes payable to former dentist shareholders for the redemption of shares ​ 65 ​ 122 Totals ​ 11,980 ​ 13,894 Less – current maturities ​ 1,895 ​ 1,915 Long-term portion ​ $ 10,085 ​ $ 11,979 ​ Scheduled principal payments on long-term debt at December 31, 2025, are summarized as follows: ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, ​ ​ (in thousands) 2026 ​ $ 1,895 2027 ​ ​ 1,884 2028 ​ ​ 1,857 2029 ​ ​ 4,179 2030 ​ ​ — Thereafter ​ ​ 2,165 Total ​ $ 11,980 ​ Bank Note Payable The Company maintains a $13,000 term loan with monthly principal payments of $155. The note matures in March 2029 and bears interest at a variable rate equal to one-month SOFR plus 2.10%. The loan is secured by all business assets of the Company. Interest expense related to the bank note payable totaled approximately $677 and $678 for the years ended December 31, 2025 and December 31, 2024, respectively. Subordinated Notes Payable The Company has outstanding subordinated notes payable with principal due at maturity and interest payable quarterly through October 1, 2037. Interest on the notes is equal to the greater of (i) 14% of the principal balance, (ii) an amount determined based on a formula using average dentist compensation, or (iii) a formula based on total revenue. The effective interest rate during the year ended December 31, 2025 and December 31, 2024, was 25.7% and 28.1%, respectively. Of the total subordinated notes payable, $2,012 is payable to shareholders and two related parties. These notes are secured by all business assets of the Company and are subordinated to the Company’s bank note payable and line of credit. Interest expense related to the subordinated debt agreements was approximately $556 and $607 for the years ended December 31, 2025 and December 31, 2024, respectively. Notes Payable – Former Dentist Shareholder The Company has issued notes payable to former dentist shareholders in connection with the redemption of their shares occurring prior to the Company’s initial public offering. The notes require principal and interest payments in 60 80 Table of Contents equal monthly installments. Interest is charged at the lesser of (i) 10% or (ii) 1% less than the prime rate published in The Wall Street Journal (Midwest Edition). Total principal payments made on these notes were $58 in 2025 and $100 in 2024. Interest expense related to notes payable to former dentist shareholders was approximately $7 and $13 for the years ended December 31, 2025 and December 31, 2024, respectively. ​ 10. DEFERRED COMPENSATION Park Dental Partners, Inc. and its affiliated dental practices have four deferred compensation plans. Only the Non-qualified Deferred Compensation Plan is still active, while balances in all other plans have been closed to new participation. ● Active Deferred Compensation Plan: Non-qualified Deferred Compensation Plans — We have adopted a non-qualified deferred compensation plan that provides participants the opportunity to defer compensation on a pretax basis. The agreement provides eligible participants with the option to receive payment in a lump sum distribution, or up to five annual installments. Participants are immediately 100% vested in their voluntary deferred compensation contributions. Participants are fully vested in employer credits after five years of service. Participant accounts are credited with deferred compensation contributions and earnings thereon, as defined. In addition, we may make discretionary credits to the compensation account of an active participant at any time. Benefit payments to participants are available upon termination of employment, disability, death, unforeseeable emergencies, a change-in-control event, as defined, or through a qualified in-service distribution. At December 31, 2025, the total deferred compensation liability related to the non-qualified plan was $22,992, of which $22,297, was presented as Non-qualified deferred compensation plan and $695 as Deferred compensation —short term. At December 31, 2024, the total deferred compensation liability related to the non-qualified plan was $20,177, of which $19,788 was presented as Non-qualified deferred compensation plan and $388 as Deferred compensation — short term. No employer discretionary credits were awarded during 2025. Discretionary credits of $14 were awarded during 2024. ● Other Deferred Compensation Plans — Closed: We have several deferred compensation plans which have been closed to new participants and service crediting which are described collectively as Deferred compensation plans — other. Professional Employee Compensation Plans (the ‘PEC Plan’) — The PEC Plan provided for a deferred compensation benefit to certain employees of affiliated dental practices in the event of separation from service. The PEC Plan was frozen as of December 31, 2022, such that further additional compensation was granted under this plan. Of the outstanding PEC plan obligation, $4,203 was owed to former employees of affiliated dental groups at December 31, 2025, and $3,399 at December 31, 2024. The remaining obligation is to current employees of affiliated dental groups. Accordingly, no expense was recognized for this plan in 2025 or 2024. Prior to being frozen, the PEC Deferred compensation benefit was based on a formula that incorporated EBITDA and adjusted gross revenues as defined by the plan. The PEC deferred compensation balance is payable to the participant over a period of five years from the date of separation. The maximum amount that may be required to be paid under the PEC Plan in each year is capped at 2% of the respective Company’s adjusted gross revenue, as defined in the agreements. Equity Accumulation Plan (the ‘Accumulation Plan’) — The Accumulation Plan provided for benefit payments to participants after termination of employment because of death, permanent disability or attainment of age 65. Alternatively, the value of the participant’s vested account is paid following termination of employment at or after age 55 with 20 years of service. The Accumulation Plan was closed to new participants and service crediting or earnings on March 1, 2008. 81 Table of Contents At December 31, 2025, and December 31, 2024, the total deferred compensation liability related to the Accumulation Plan was $1,302 and $1,403, respectively. We do not anticipate any future compensation expense under the Accumulation Plan. Phantom Equity Plan (‘Phantom Plan’) — The Phantom Plan provided certain clinical and nonclinical leaders with phantom equity awards. The plan provides for participants to receive benefits upon termination of employment, disability, death, a change-in-control event, as defined, or via a qualified in-service distribution election. The plan provides for annual installment payments over five years after separation of service, or upon in-service distribution election. The Phantom Plan was closed to new participants and service crediting or earnings in 2022. At December 31, 2025, the sole remaining participant of the Phantom Plan is fully vested. At December 31, 2025, and December 31, 2024, the total deferred compensation liability related to the phantom equity plan was $1,657 and $1,862, respectively. There was no deferred compensation expense under the agreement in 2025 or 2024, and we do not anticipate any future compensation expense under the Phantom Plan. The balance of Deferred compensation – other plans, which includes the professional employee compensation plan, equity accumulation plan, and the phantom equity plan, was $46,120 at December 31, 2025, and $47,766 at December 31, 2024. The short-term portion has been included in Deferred compensation — short term totaled $1,457 at December 31, 2025, and $1,116 at December 31, 2024. Payments made under the deferred compensation plan were $1,267 and $742, for the years ended December 31, 2025, and 2024, respectively. The following table summarizes the composition of our Deferred compensation plans — other: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred Compensation – Other ​ ​ As of December 31, 2025 ​ ​ Professional ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Employee ​ Equity ​ ​ ​ ​ Deferred ​ ​ Compensation ​ Accumulation ​ Phantom ​ Compensation –  ​ ​ Plans ​ ​ ​ Plan ​ ​ ​ Equity ​ ​ ​ Other Plans ​ ​ (in thousands) Deferred compensation – Other plans ​ $ 43,497 ​ $ 1,218 ​ $ 1,405 ​ $ 46,120 Deferred compensation – Short term ​ 1,121 ​ 84 ​ 252 ​ 1,457 Total Liability ​ $ 44,618 ​ $ 1,302 ​ $ 1,657 ​ $ 47,577 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred Compensation – Other ​ ​ As of December 31, 2024 ​ ​ Professional ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Employee ​ Equity ​ ​ ​ ​ Deferred ​ ​ Compensation ​ Accumulation ​ Phantom ​ Compensation –  ​ ​ Plans ​ ​ ​ Plan ​ ​ ​ Equity ​ ​ ​ Other Plans ​ ​ (in thousands) Deferred compensation – Other plans ​ $ 44,760 ​ $ 1,351 ​ $ 1,655 ​ $ 47,766 Deferred compensation – Short term ​ 857 ​ 52 ​ 207 ​ 1,116 Total Liability ​ $ 45,617 ​ $ 1,403 ​ $ 1,862 ​ $ 48,882 ​ ​ 11. SHAREHOLDERS’ EQUITY (DEFICIT) In May 2023, the shareholders of PDG, TDS, and The Dental Specialists Orthodontics voted to create a management company, Park Dental Partners, Inc. On October 1, 2023, owners exchanged substantially all their interest in PDG, TDS and The Dental Specialists Orthodontics for shares of Park Dental Partners, Inc. Upon reorganization in 2023, authorized Park Dental Partners, Inc. shares were comprised of 100 million Class A-1, Class A-2, Class A-3 (collectively ‘Class A’) common shares, 1 million Class B common shares, and 5 million preferred shares. All stock has a par value of $0.0001 per share. Subsequently, in 2024, Park Dental Partners, Inc. shareholders voted to eliminate the authorized Class B shares. In August 2025, the shareholders of Park Dental Partners, Inc. approved the conversion of all previously outstanding Class A-1, Class A-2 and Class A-3 shares to 82 Table of Contents new Common Stock on a 1:1 basis. The conversion had no impact on the number of outstanding shares or the number of weighted average basic or diluted outstanding shares. Each holder of common stock is entitled to one vote for each share of common stock held. On December 4, 2025, Park Dental Partners, Inc. completed its IPO pursuant to which we issued and sold and aggregate 1,535,000 shares of its common stock at a public offering price of $13.00 per share. The Company received gross proceeds of approximately $19,955 before underwriting discounts, commissions, and offering expenses of $1,602. In addition, in connection with the IPO, Park Dental Partners, Inc. issued a warrant to the underwriters to purchase up to 92,100 additional shares of our common stock at an initial exercise price of $15.60 per share, subject to an initial lock-up period of 180 days. The warrants were recognized as equity classified and remained outstanding as of December 31, 2025 and were not yet exercisable. There were no outstanding warrants during the year ended December 31, 2024. During 2024, the Park Dental Partners, Inc. Board of Directors approved two dividends totaling $6,742 to the holders’ of unrestricted common stock. During 2025, no dividends were paid to shareholders. ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding shares ​ ​ As of December 31, ​ 2025 ​ ​ ​ 2024 Total Common unrestricted shares 4,247,018 1,796,399 ​ Restricted Stock (“RSs”) — Restricted Park Dental Partners, Inc. shares issued prior to our initial public offering vested 25% upon the closing of our initial public offering of our common stock on December 4, 2025, with the remaining award vesting at the rate of 6.25% on each subsequent calendar quarter over the following 12 quarters. In the event of a change in control, the restricted shares shall be vested immediately upon the date of the change in control. As it relates to awards issued prior to the IPO, the Company treats each vesting tranche as a separate award, and recognizes compensation cost for each tranche independently over its specific vesting period. This approach results in accelerated expense recognition, as earlier-vesting tranches are recognized more quickly than later-vesting tranches. Restricted share awards granted subsequent to the initial public offering vest annually over four years. Share based compensation related to these awards is recognized using the straight-line expense recognition method. Under this method, the Company recognizes the total grant-date fair value of the award ratably over the vesting period. ​ ​ ​ ​ ​ ​ ​ ​ RS ​ ​ ​ ​ Weighted ​ ​ Number of ​ Average Grant ​ ​ RSs ​ ​ ​ Date Fair Value ​ ​ (in thousands) Unvested RSs at January 1, 2024 ​ 3,264 ​ $ 6.81 RSs granted ​ 307 ​ 6.81 RSs vested ​ — ​ — RSs forfeited ​ (17) ​ 6.81 Unvested RSs at December 31, 2024 ​ 3,554 ​ 6.81 RSs granted prior to initial public offering ​ 15 ​ 10.90 RSs granted subsequent to initial public offering ​ 131 ​ ​ 13.00 RSs vested ​ (995) ​ 6.82 RSs forfeited ​ (212) ​ 6.81 Unvested RSs at December 31, 2025 ​ 2,493 ​ $ 7.04 ​ Holders of restricted stock are entitled to voting rights prior to vesting. 83 Table of Contents Unrecognized compensation expense related to outstanding RSs at December 31, 2025 and 2024 was approximately $15,538 and $24,203, respectively. Unrestricted Stock Grant — During 2024 we issued 77,688 shares of fully vested unrestricted common stock, and recognized $528 share based compensation expense for the year ended December 31, 2024. There were no unrestricted stock grants were made during the year ended December 31, 2025. 12. EARNINGS PER COMMON SHARE The following table sets forth the computation of basic and diluted earnings per share attributable to common shareholders: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands, except ​ ​ per share amounts) Net income (loss) available to PARK common shareholders ​ $ (358) ​ $ 4,363 Earnings (loss) per share attributable to PARK common shareholders: ​ ​ ​ ​ Basic ​ $ (0.18) ​ $ 2.42 Diluted ​ $ (0.18) ​ $ 2.42 Weighted-average number of common stock shares outstanding ​ 1,944 ​ 1,806 Dilutive impact of share based awards ​ — ​ — Weighted-average number of common stock shares outstanding – diluted ​ 1,944 ​ 1,806 Anti-dilutive restricted stock excluded from diluted EPS computation ​ 2,493 ​ 3,547 Anti-dilutive warrants excluded from diluted EPS computation ​ 92 ​ — ​ ​ ​ 13. COMMITMENT AND CONTINGENCIES Operating Leases The Company leases all but one of its locations. Excluding renewal options that are not reasonably certain to be exercised, our leases have remaining contractual terms that primarily range from 2 to 18 years. Most of the leases contain renewal options and escalation clauses. Our property leases require payment of real estate taxes, insurance, and common area maintenance, in addition to rent. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Lease Cost — Lease cost included in our consolidated statement of operations consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ (in thousands) Lease Cost $ 7,790 ​ $ 7,454 ​ Lease costs of $7,644 are included in office occupancy expense and $146 are included in general and administrative expense in 2025. Lease costs of $7,337 are included in office occupancy expense and $117 are included in general and administrative expense in 2024. Lease cost associated with operating leases and short-term leases (i.e., leases with an initial term of 12 months or less) is recognized on a straight-line basis from the date we take possession of the property through the end of the lease term. Variable lease payments are not recognized in the measurement of operating lease liabilities and are expensed as incurred. 84 Table of Contents Operating Right of Use Assets and Lease Liabilities — Operating right of use assets and lease liabilities included on our consolidated balance sheet were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Lease right of use assets – operating leases ​ $ 44,542 ​ $ 44,396 Lease liabilities: ​ ​ ​ ​ Current operating leases ​ $ 6,711 ​ $ 6,310 Non-current operating leases ​ 41,659 ​ 41,954 Total lease liabilities ​ $ 48,370 ​ $ 48,264 ​ Remaining Lease Terms and Discount Rates — ASC 842 requires we recognize right of use assets and lease liabilities for its operating leases. A key component of this is to determine the incremental borrowing rate, which is used to discount future lease payments. The incremental borrowing rate is defined as the rate of interest that a lessee would have to pay to borrow over a similar term, with similar security, the funds necessary to purchase the underlying asset in a similar economic environment. Since the interest rate implicit in our lease contracts is typically not readily determinable, we reviewed existing debt financing arrangements and the types of leases as well as the lease term and type of collateral to calculate the incremental borrowing rate. The weighted-average remaining lease terms and discount rates associated with our operating lease liabilities were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, ​ ​ ​ 2025 ​ 2024 Weight-average discount rate-operating leases ​ ​ 3.86 % ​ 3.36 % Weight-average remaining lease term-operating leases ​ ​ 9.63 years ​ 10.08 years ​ Supplemental Cash Flow Information — Supplemental cash flow information associated with our operating leases is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Non-cash information – right of use assets obtained in exchange for lease liabilities – operating leases ​ $ 6,407 ​ $ 5,552 ​ ​ ​ ​ ​ ​ ​ ​ 85 Table of Contents Maturities of Operating Lease Liabilities — The following table summarizes our minimum lease payments under noncancelable operating leases with initial or remaining lease terms in excess of one year: ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2025 ​ ​ ​ (in thousands) Fiscal 2026 ​ $ 8,442 Fiscal 2027 ​ 7,938 Fiscal 2028 ​ 6,858 Fiscal 2029 ​ 5,610 Fiscal 2030 ​ 4,671 Thereafter ​ 24,740 Total lease payments ​ 58,259 Less liability accretion ​ (9,889) Present value of lease liabilities ​ $ 48,370 ​ Legal Contingencies — In the normal course of business, we may be involved in various legal proceedings such as, but not limited to, the following: lawsuits alleging negligence in care or general liability, violation of regulatory bodies’ rules and regulations, or violation of federal and/or state laws. We and our affiliated dental practices have been named as a defendant in various lawsuits in the normal course of business, primarily for employment liability, malpractice claims and contractual business disputes. At the present time, we do not believe any pending lawsuits will have a material adverse effect on our operating results, cash flows, liquidity or financial position. In 2024, multiple claims were filed against us in state and federal courts in Minnesota based on a data breach event. The claims were dismissed without prejudice and were subsequently refiled as a single, putative class action suit in Minnesota District Court entitled, In re Park Dental Data Breach Litigation , Case No. 27-CV-24-12335, Fourth Judicial District, County of Hennepin, State of Minnesota. A loss contingency related to this incident is reasonably possible but we believe that we have substantial defenses to the claims and we intend to vigorously defend ourselves against all claims related to the above matter. As a result, a loss contingency related to this incident has not been established. We will continue to evaluate information as it becomes known. 14. FINANCE LEASE We entered into a finance lease agreement in 2025 to fund the acquisition of furniture and fixtures and equipment. The cost of furniture and fixtures and equipment is included in property and equipment on the consolidated balance sheet and was $115 at December 31, 2025 for the 2025 lease agreement. Accumulated amortization on the furniture and fixtures and equipment related to the 2025 lease agreement was $27 at December 31, 2025. The lease is secured by the furniture and fixtures and equipment. The effective interest rate of this lease is 6.51%. Previously in 2020, we entered into a finance lease agreement to fund the acquisition of furniture and fixtures and equipment. The cost of the 2020 lease agreement was $183 at December 31, 2025, and 2024. The accumulated amortization for the 2020 lease agreement was $183 and $168 at December 31, 2025 and December 31, 2024, respectively. Amortization of assets under capital leases is included in depreciation expense. 15. RETIREMENT PLAN We have a defined contribution retirement plan covering all employees and employees of affiliated dental practices. Employees are eligible to enter into the plan on the later of the date of hire or attainment of age 21 and are allowed to defer up to 100% of their compensation, subject to a limit determined by the Internal Revenue Service. The plan allows us to make discretionary matching contributions and Board-approved profit-sharing contributions. Our Board elected to forego a profit-sharing contribution for 2025 and 2024. The Company provided safe harbor matching contributions of 86 Table of Contents 3% of compensation to each eligible employee totaling approximately $3,590 and $3,474 in 2025 and 2024, respectively. 16. VARIABLE INTEREST ENTITIES Our affiliated dental practices employ dentists, contract with payors and deliver dental services to patients throughout the Minneapolis/St. Paul Metropolitan area; Rochester, Minnesota; Duluth, Minnesota; Sartell, Minnesota; western Wisconsin; and Phoenix, Arizona. Park Dental Partners, Inc. provides a wide range of support services to the affiliated dental practices. Activities include but are not limited to operational support of clinical facilities, marketing, information technology infrastructure, and the sourcing and managing of dental plan contracts. We evaluated whether we have a variable interest in our affiliated dental practices, whether practices are VIEs, and whether we have a controlling financial interest in them. We’ve concluded that there are variable interests in the affiliated dental practices on the basis of its Administrative Resources Agreements which provides for reimbursement of costs and management fees payable to us in exchange for providing management and administrative services related to the growth of the patient population, development of all necessary policies and operating procedures, including development and implementation of clinical practice guidelines, and quality assurance and utilization management programs. We have concluded that the success or failure of the dental resource organization (DRO) in conducting these support activities will most significantly impact the economic performance of our affiliated dental practices. In addition, our variable interests in these practices provide us with the right to receive benefits that could potentially be significant. We also note there are no assets of the affiliated dental practices that cannot be used to settle obligations of the Company, and there are no liabilities of the affiliated dental practices for which creditors do not have recourse to the general credit of Park Dental Partners, Inc. as the primary beneficiary. The single member of each of the respective affiliated dental practices is a shareholder of Park Dental Partners, Inc. As a result of this analysis, Park Dental Partners, Inc. concluded that it is the primary beneficiary of the affiliated dental practices and therefore consolidates their balance sheets, results of operations and cash flows. We perform a qualitative assessment of VIEs on an ongoing basis to determine if we continue to be the primary beneficiary. The combined assets and liabilities of the affiliated dental practices of PDG, TDS and The Dental Specialists Orthodontics which are included within the consolidated financial statements of Park Dental Partners, Inc. are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, ​ ​ 2025 ​ 2024 ​ ​ (in thousands) TOTAL ASSETS ​ $ 41,269 ​ $ 37,581 TOTAL LIABILITIES ​ $ 32,821 ​ $ 29,601 ​ Due to the nature of the minority ownership in the affiliated dental practices, we concluded that the noncontrolling interests held by the single member shareholder in each of the respective affiliated dental practices have no economic value as the Administrative Resource Agreements provide for all substantive economic benefits to be derived by Park Dental Partners, Inc., or interest in the profits generated from the operations of the affiliated dental practices. Accordingly, we have not assigned any value to the non-controlling interests in the consolidated operations. The noncontrolling interests are unable to direct the transfer of assets of the affiliated practice without the approval of Park Dental Partners, Inc. The respective single member shareholders are also unable to transfer their equity interest to other parties, without the approval by Park Dental Partners, Inc. The liquidation of the affiliated practice entities is also controlled by Park Dental Partners, Inc. and although the single member shareholder have rights to cumulative profits of the practice upon termination of the Administrative resource agreement, the Agreement does not allow for any such distribution without the approval of Park Dental Partners, Inc. 87 Table of Contents 17. RELATED-PARTY TRANSACTIONS We have lease agreements with entities that are minority owned by certain shareholders, members, and officers of the Company. Total lease liabilities for these properties were $23,161 at December 31, 2025, and $22,799 at December 31, 2024. Lease cost of $1,960 and $1,746 was recognized for these properties for the year ended December 31, 2025 and 2024, respectively. As described in Note 9 — Long-term debt , we have outstanding subordinated Notes Payable. A portion of these subordinated Notes are due to certain related parties, the principal balance of which is $2,012, due at maturity and interest due quarterly through October 1, 2037. 18. SUBSEQUENT EVENTS We have evaluated events occurring subsequent to the date of the consolidated financial statements through March 25, 2026. On January 23, 2026, we completed the acquisition of a dental practice located in Tucson, Arizona. Refer to Note 2 –Acquisitions for further information. On February 13, 2026, we entered into an amendment to its Credit Agreement. Refer to Note 8 – Line of Credit for further information. In connection with the vesting of certain equity awards upon the consummation of the Company’s initial public offering, the Company offered one-year promissory notes to certain shareholder doctors to provide liquidity for tax obligations that may become due in connection with such vesting. The amount of each loan is capped at 31% of the value of the applicable vested shares. The loan program is not available to the Company’s executive officers and directors, and participating shareholders are subject to a 365-day lock-up restriction. During January 2026, we provided one-year promissory notes totaling $600 to eleven doctors at interest of 3.66% per annum, all due and payable no later than January 2027. No other events have occurred that would require adjustments to disclosures in the consolidated financial statements. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.