Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) of the Exchange Act, means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their desired control objectives, and management is required to apply its judgment in evaluating the cost-
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benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2025.
Management's Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance (a) that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, (b) that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (c) regarding the prevention or timely detection of the unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of December 31, 2025, our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013). Based on this evaluation, our management concluded that, as of December 31, 2025, our internal control over financial reporting was effective.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Insider Trading Arrangements and Policies
During the fiscal quarter ended December 31, 2025, none of our directors or officers adopted or terminated any: (i) Rule 10b5-1 trading arrangements, or (ii) non-Rule 10b5-1 trading arrangements (as each term is defined in Item 408(a) of Regulation S-K).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information required by this item will be contained in our proxy statement (the “Proxy Statement”), to be filed with the SEC in connection with our 2026 Annual Meeting of Stockholders, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2025, under the headings “Election of Directors,” “Board of Directors and Corporate Governance,” “Executive Officers,” and “Section 16(a) Beneficial Ownership Reporting Compliance,” and is incorporated herein by reference.
Code of Ethical Conduct
In July 2025 the Company adopted a Code of Ethics and Business Conduct applicable to our non-employee directors, principal executive officer, principal financial officer and employees in accordance with applicable rules and regulations of the SEC and the Nasdaq Stock Market. The Code of Ethics and Business Conduct is available on our Internet website at www.parkdentalpartners.com. If any amendment to, or a waiver from, a provision of the Code of Ethics and Business Conduct that applies to our non-employee directors, principal executive officer, and principal financial officer is made, such information will be posted on our Internet website within four business days at www.parkdentalpartners.com.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this item will be found in our Proxy Statement under the heading "Executive Compensation" and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information required by this item will be found in our Proxy Statement under the heading "Security Ownership" and is incorporated herein by reference.
ITEM 13 . CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required by this item will be found in our Proxy Statement under the headings "Board of Directors and Corporate Governance" and “Related Party Transactions” and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by this item will be found in our Proxy Statement under the heading "Ratification of Appointment of Independent Registered Public Accounting Firm” and is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) 1. Financial Statements. See “Part II. Item 8. Financial Statements and Supplementary Data”
2. Financial Statement Schedule. See “Part II. Item 8. Financial Statements and Supplementary Data”
3. Exhibit Index:
Exhibit No.
Description (1)
Form
Exhibit
Date Filed with
the SEC
1.1
Underwriting Agreement, dated December 4, 2025, by and between Park Dental Partners, Inc. and Northland Securities, Inc., as representative of the underwriters .
8-K
1.1
12/04/2025
3.1
Third Amended and Restated Articles of Incorporation of the Company effective December 4, 2024.
S-1
3.1
09/03/2025
3.2
Fourth Amended and Restated Articles of Incorporation of the Company.
S-1
3.2
09/03/2025
3.3
Bylaws of the Company dated October 31, 2023.
S-1
3.3
09/03/2025
3.4
Amendment No. 1 to Bylaws of the Company dated December 4, 2024.
S-1
3.4
09/03/2025
4.1
Description of registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.
8-A12B
N/A
11/20/2025
4.2
Form of Representatives’ Warrant.
8-K
4.1
12/04/2025
10.1
Amended and Restated Credit Agreement by and among the Company, PDG, P.A., Dental Specialists of Minnesota, PLLC, Orthodontic Specialists of Minnesota, PLLC, The Facial Pain Center, PLLC, and PDP MN, LLC, as Borrowers, and U.S. Bank National Association as Lender dated March 27, 2024.
S-1
10.1
09/03/2025
10.2
Amended and Restated Security Agreement by and among the Company, PDG, P.A., Dental Specialists of Minnesota, PLLC, Orthodontic Specialists of Minnesota, PLLC, The Facial Pain Center, PLLC, and PDP MN, LLC, as Debtors, and U.S. Bank National Association as the Secured Party dated March 27, 2024.
S-1
10.2
09/03/2025
10.3
Second Amended and Restated Revolving Note by and among the Company, PDG, P.A., Dental Specialists of Minnesota, PLLC, Orthodontic Specialists of Minnesota, PLLC, The Facial Pain Center, PLLC, and PDP MN, LLC, as Borrowers, and U.S. Bank National Association as Lender dated March 27, 2024.
S-1
10.3
09/03/2025
10.4
Term Note by and among the Company, PDG, P.A., Dental Specialists of Minnesota, PLLC, Orthodontic Specialists of Minnesota, PLLC, The Facial Pain Center, PLLC, and PDP MN, LLC, as Borrowers, and U.S. Bank National Association as Lender dated March 27, 2024.
S-1
10.4
09/03/2025
10.5
Senior Secured Note Purchase Agreement by and among PDG, P.A., Nick Swenson and certain other parties dated September 26, 2007.
S-1
10.5
09/03/2025
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Exhibit No.
Description (1)
Form
Exhibit
Date Filed with
the SEC
10.6
Security Agreement between PDG, P.A., Nick Swenson and certain other parties dated October 12, 2007.
S-1
10.6
09/03/2025
10.7
First Amendment to Senior Secured Note Purchase Agreement by and between PDG, P.A. and Nick Swenson dated February 20, 2009.
S-1
10.7
09/03/2025
10.8
Subordination Agreement by and among PDG, P.A., Nick Swenson and U.S. Bank National Association dated March 16, 2015.
S-1
10.8
09/03/2025
10.9
Amendment No. 2 to Senior Secured Note Purchase Agreement by and among the Company, PDG, P.A. and PDG 2007 LLC dated March 26, 2024.
S-1
10.9
09/03/2025
10.10
Guaranty by the Company in favor of PDG 2007 LLC dated March 26, 2024.
S-1
10.10
09/03/2025
10.11
Administrative Resources Agreement by and among the Company, Dental Specialists of Minnesota, PLLC, and Alan Law, D.D.S., Ph.D. dated October 1, 2023. ŧ
S-1
10.11
09/03/2025
10.12
Administrative Resources Agreement by and among the Company, PDG, P.A., and Christopher Steele, D.D.S. dated October 1, 2023. ŧ
S-1
10.12
09/03/2025
10.13
Administrative Resources Agreement by and among the Company, Orthodontic Specialists of Minnesota, PLLC, and Alan Law, D.D.S., Ph.D. dated October 1, 2023. ŧ
S-1
10.13
09/03/2025
10.14‡
Park Dental Partners, Inc. 2023 Restricted Stock Plan.
S-1
10.14
09/03/2025
10.15‡
Form of Restricted Stock Agreement.
S-1
10.15
09/03/2025
10.16‡
Park Dental Partners, Inc. 2023 Equity Incentive Plan.
S-1
10.16
09/03/2025
10.17‡
Park Dental Partners, Inc. Employee Stock Purchase Plan.
S-1
10.17
09/03/2025
10.18‡
Employment Agreement, effective as of January 1, 2024, by and between Park Dental Partners, Inc. and Peter G. Swenson.
S-1
10.18
09/03/2025
10.19‡
Employment Agreement, effective as of January 1, 2024, by and between Park Dental Partners, Inc. and Christopher J. Bernander.
S-1
10.19
09/03/2025
10.20
Employment Agreement, effective as of January 1, 2011, by and between Dental Specialists of Minnesota, PLLC and Dr. Alan Law.
S-1
10.20
09/03/2025
10.21
Employment Agreement, effective as of January 1, 2008, by and between PDG, P.A. and Dr. Christopher Steele.
S-1
10.21
09/03/2025
10.22
Form of Director Indemnification Agreement.
S-1
10.22
09/03/2025
10.23
Amendment Agreement, dated as of February 13, 2026 (effective January 1, 2026), by and among the Company, certain affiliated borrower entities, and U.S. Bank National Association.
8-K
10.1
02/19/2026
14.1
Code of Ethics and Business Conduct.
S-1
14.1
09/03/2025
19.1*
Insider Trading Policy and Procedures.
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Exhibit No.
Description (1)
Form
Exhibit
Date Filed with
the SEC
21.1
List of Subsidiaries.
S-1
21.1
09/03/2025
23.1*
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
31.1*
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1*
Recovery Policy Relating to Erroneously Awarded Compensation .
‡
Management contract or compensatory plan or arrangement
*
Filed herewith
(1) The exhibits listed above are incorporated herein by reference to the filings identified in the ‘Form,’ ‘Exhibit’ and ‘Date Filed with the SEC’ columns.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PARK DENTAL PARTNERS, INC.
By:
/s/ Christopher J. Bernander
Name:
Christopher J. Bernander
Title:
Chief Financial Officer
Date: March 25, 2026
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Peter G. Swenson and Christopher J. Bernander, and each of them, singly, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each such attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or advisable to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or either of them, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Peter G. Swenson
President, Chief Executive Officer and Chairman
Peter G. Swenson
(Principal Executive Officer)
March 25, 2026
/s/ Christopher J. Bernander
Chief Financial Officer
Christopher J. Bernander
(Principal Financial Officer and Principal Accounting Officer)
March 25, 2026
/s/ Dr. Todd Gerlach
Dr. Todd Gerlach
Director
March 25, 2026
/s/ Dr. Alan Law
Dr. Alan Law
Director
March 25, 2026
/s/ Dr. Christopher Steele
Dr. Christopher Steele
Director
March 25, 2026
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/s/ Philip I. Smith
Philip I. Smith
Director
March 25, 2026
/s/ Christopher C. Smith
Christopher C. Smith
Director
March 25, 2026
/s/ Anna M. Schaefer
Anna M. Schaefer
Director
March 25, 2026
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