Park Dental Partners, Inc. 10-Q

Item 1. Financial Statements PARK DENTAL PARTNERS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (in thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ At March 31, ​ ​ ​ At December 31, ​ 2026 ​ 2025 ASSETS ​ ​ ​ ​ CURRENT ASSETS: ​ ​ ​ ​ Cash and cash equivalents $ 24,372 ​ $ 25,185 Accounts receivable – net of allowance 6,819 ​ 6,991 Dental supplies 949 ​ 930 Income taxes receivable 2,830 ​ 2,830 Prepaid expenses and other current assets 2,752 ​ 1,966 Total current assets 37,722 ​ 37,902 OTHER ASSETS: ​ ​ ​ Property and equipment – net 29,527 ​ 29,286 Cash surrender value of life insurance 19,078 ​ 19,244 Intangible assets – net 12,457 ​ 11,182 Goodwill 17,336 ​ 17,178 Deferred income taxes 19,319 ​ 18,849 Lease right of use asset 44,418 ​ 44,542 Total other assets 142,135 ​ 140,281 TOTAL ASSETS $ 179,857 ​ $ 178,183 LIABILITIES AND EQUITY (DEFICIT) ​ ​ ​ CURRENT LIABILITIES: ​ ​ ​ Accounts payable and other accrued liabilities $ 6,682 ​ $ 6,291 Payroll, benefits and short term deferred compensation ​ 16,802 ​ ​ 16,716 Accrued taxes 102 ​ 1,220 Current debt 1,895 ​ 1,895 Current portion of lease liability 6,835 ​ 6,711 Deferred revenue and other current liabilities ​ 2,982 ​ ​ 2,900 Total current liabilities 35,298 ​ 35,733 LONG-TERM LIABILITIES: ​ ​ ​ Lease liability 41,405 ​ 41,659 Deferred compensation ​ 67,569 ​ 68,417 Long-term debt 9,611 ​ 10,085 Other long-term liabilities 537 ​ 486 Total long-term liabilities 119,122 ​ 120,647 Total liabilities $ 154,420 ​ $ 156,380 Commitments and contingencies (Note 13) ​ ​ ​ SHAREHOLDERS’ EQUITY: ​ ​ ​ Common stock, $ 0.0001 par value, 100,000,000 shares authorized; 4,515,054 and 4,247,018 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively $ 1 ​ $ 1 Additional paid-in capital 32,651 ​ 28,627 Treasury stock ( 737 ) ​ ( 737 ) Accumulated shareholders’ deficit ( 6,478 ) ​ ( 6,088 ) Total shareholders’ equity 25,437 ​ 21,803 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 179,857 ​ $ 178,183 ​ See accompanying notes to the condensed consolidated financial statements. ​ ​ 2 Table of Contents PARK DENTAL PARTNERS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ March 31, ​ ​ 2026 ​ ​ ​ 2025 REVENUE ​ $ 62,695 ​ $ 59,037 COST OF SERVICES ​ ​ ​ ​ Salaries and benefits ​ 41,895 ​ 35,637 Dental supplies and Laboratory fees ​ 4,338 ​ 4,239 Office occupancy ​ 4,285 ​ 4,004 Other practice expenses ​ 3,834 ​ 3,405 Depreciation ​ 1,963 ​ 1,896 TOTAL COST OF SERVICES ​ 56,315 ​ 49,181 GROSS MARGIN ​ 6,380 ​ 9,856 General and administrative expenses ​ 7,840 ​ 6,928 Depreciation and amortization ​ 420 ​ 378 OPERATING INCOME (LOSS) ​ ( 1,880 ) ​ 2,550 INTEREST EXPENSE - NET ​ ( 121 ) ​ ( 337 ) INCOME (LOSS) BEFORE TAX ​ ( 2,001 ) ​ 2,213 PROVISION/(BENEFIT) FOR INCOME TAX ​ ( 1,611 ) ​ 646 NET INCOME (LOSS) ​ $ ( 390 ) ​ $ 1,566 Earnings (Loss) per share: ​ ​ ​ ​ Basic ​ $ ( 0.09 ) ​ $ 0.88 Diluted ​ $ ( 0.09 ) ​ $ 0.88 Basic weighted-average number of common shares outstanding ​ 4,383,073 ​ 1,783,352 Diluted weighted-average number of common shares outstanding ​ 4,383,073 ​ 1,783,352 ​ See accompanying notes to the condensed consolidated financial statements. ​ ​ ​ 3 Table of Contents ​ PARK DENTAL PARTNERS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT) (unaudited) (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ PDPI ​ ​ ​ ​ ​ Accumulated ​ ​ Additional ​ ​ Total ​ ​ ​ Common ​ ​ Treasury ​ ​ Shareholders’ ​ ​ Paid-in ​ ​ Shareholders’ ​ ​ ​ ​ ​ Stock ​ ​ ​ ​ Stock ​ ​ ​ ​ (Deficit) ​ ​ ​ ​ Capital ​ ​ ​ ​ Equity / (Deficit) Balances - December 31, 2025 $ 1 $ ( 737 ) $ ( 6,088 ) $ 28,627 $ 21,803 Share based compensation ​ — ​ — ​ — ​ 4,024 ​ 4,024 Net income (loss) ​ — ​ — ​ ( 390 ) ​ — ​ ( 390 ) Balances - March 31, 2026 $ 1 $ ( 737 ) $ ( 6,478 ) $ 32,651 $ 25,437 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ PDPI ​ ​ ​ ​ ​ Accumulated ​ ​ Additional ​ ​ Total ​ ​ ​ Common ​ ​ Treasury ​ ​ Shareholders’ ​ ​ Paid-in ​ ​ Shareholders’ ​ ​ ​ ​ ​ Stock ​ ​ ​ ​ Stock ​ ​ ​ ​ (Deficit) ​ ​ ​ ​ Capital ​ ​ ​ ​ (Deficit) Balances - December 31, 2024 $ 1 $ ( 91 ) $ ( 5,730 ) $ 1,521 $ ( 4,299 ) Share repurchase ​ — ​ ( 154 ) ​ — ​ — ​ ( 154 ) Net income (loss) ​ — ​ — ​ 1,566 ​ — ​ 1,566 Balances - March 31, 2025 $ 1 $ ( 245 ) $ ( 4,164 ) $ 1,521 $ ( 2,887 ) ​ ​ See accompanying notes to the condensed consolidated financial statements. ​ ​ 4 Table of Contents PARK DENTAL PARTNERS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 CASH FLOWS FROM OPERATING ACTIVITIES: ​ ​ ​ ​ ​ Net income (loss) ​ $ ( 390 ) ​ $ 1,566 Adjustments to reconcile net income to net cash flows from operating activities: ​ ​ ​ ​ Depreciation and amortization ​ 2,383 ​ 2,274 Deferred income taxes ​ ( 470 ) ​ — Change in cash surrender value of life insurance ​ 440 ​ 335 Loss on disposal of property and equipment ​ 37 ​ 63 Noncash lease expense ​ ( 6 ) ​ ( 78 ) Share based compensation ​ 4,024 ​ — Changes in operating assets and liabilities ​ ​ ​ ​ Accounts receivable ​ 172 ​ 299 Prepaid expenses and other current assets ​ ( 196 ) ​ ( 261 ) Accounts payable and other accrued liabilities ​ 942 ​ 1,120 Payroll, benefits and deferred compensation ​ ​ ( 761 ) ​ ​ ( 246 ) Accrued taxes ​ ( 1,118 ) ​ ​ 614 Deferred revenue and other liabilities ​ ​ ( 31 ) ​ ​ 173 Net cash flows from operating activities ​ 5,026 ​ 5,859 NET CASH FLOWS USED IN INVESTING ACTIVITIES: ​ ​ ​ ​ Purchases of property and equipment ​ $ ( 2,305 ) ​ $ ( 2,420 ) Life insurance premiums paid ​ ( 273 ) ​ ( 664 ) Payments for purchases of dental practices ​ ( 1,595 ) ​ — Issuance of notes to related parties ​ ​ ( 600 ) ​ ​ — Net cash flows used in investing activities ​ ( 4,773 ) ​ ( 3,084 ) CASH FLOWS USED IN FINANCING ACTIVITIES: ​ ​ ​ ​ Gross borrowings on line of credit ​ $ — ​ $ 5,760 Gross repayments on line of credit ​ — ​ ( 5,760 ) Dental practice purchase installment payments ​ ( 8 ) ​ ( 8 ) Net change in checks issued in excess of cash balances ​ ( 573 ) ​ ( 1,328 ) Payments of long-term debt ​ ( 473 ) ​ ( 478 ) Payments of capital lease obligation ​ ( 12 ) ​ ( 11 ) Cash paid for share repurchase ​ — ​ ( 154 ) Net cash flows used in financing activities ​ ( 1,066 ) ​ ( 1,979 ) NET CHANGE IN CASH AND CASH EQUIVALENTS ​ ( 813 ) ​ 796 CASH AND CASH EQUIVALENTS – Beginning of period ​ 25,185 ​ 2,672 CASH AND CASH EQUIVALENTS – End of period ​ $ 24,372 ​ $ 3,468 SUPPLEMENTAL CASH FLOW INFORMATION – Cash paid during the period for: ​ ​ ​ ​ Interest ​ $ 284 ​ $ 341 Purchases of property and equipment in accounts payable ​ $ 1,473 ​ $ 1,012 ​ See accompanying notes to the condensed consolidated financial statements. ​ 5 Table of Contents ​ ​ PARK DENTAL PARTNERS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (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 221 dentists across 86 practice locations. As a result of our exclusive, long-term agreements with our affiliated dental practices, our condensed 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. (“PDPI”) 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 in Minnesota, Wisconsin, and Arizona. Basis of presentation — The accompanying condensed consolidated financial statements, including the balance sheet as of March 31, 2026, statements of operations and statements of stockholders’ equity (deficit), for the three months ended March 31, 2026 and 2025, and statements of cash flows for the three months ended March 31, 2026 and 2025, are unaudited. The condensed consolidated financial statements and accompanying notes are presented as permitted by Form 10-Q and do not contain certain information included in the Company’s annual consolidated financial statements and notes. The information included in this Quarterly Report should be read in conjunction with Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and consolidated financial statements and notes thereto for the fiscal year ended December 31, 2025 included in the Company’s Annual Report. In the opinion of management, these condensed financial statements reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2026 and the results of operations and cash flows for the three months ended March 31, 2026 and 2025. The financial data and other information disclosed in these notes related to the three months ended March 31, 2026 and 2025 are also unaudited. The results for the three months ended March 31, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026, any other interim periods, or any future year or period. 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 single 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 compared to historical performance, which are the CODM’s primary considerations to assess performance. There are no segment managers 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. The CODM has overall responsibility and accountability for the profitability and cash flows of the Company. 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 6 Table of Contents the acquisition. The total liability of outstanding practice acquisition installment notes as of March 31, 2026 and December 31, 2025, included within the condensed consolidated balance sheet was $ 1,128 and $ 956 , respectively, of which, the current portion was $ 627 and $ 505 , respectively, and is included within other current liabilities. The following table provides details of the Company’s liability for outstanding practice acquisition installment notes: ​ ​ ​ ​ ​ ​ ​ As of ​ ​ March 31, 2026 ​ ​ (in thousands) Practice acquisition installment notes – beginning balance ​ $ 956 Additions related to acquisitions ​ 180 Payments advanced to seller ​ ​ ( 8 ) Practice acquisition installment notes – ending balance ​ $ 1,128 ​ ​ ​ ​ ​ ​ ​ As of ​ ​ March 31, 2025 ​ ​ (in thousands) Practice acquisition installment notes – beginning balance ​ $ 1,141 Payments advanced to seller ​ ​ ( 8 ) Practice acquisition installment notes – ending balance ​ $ 1,133 ​ 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. 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: 7 Table of Contents ● 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 three months ended ​ ​ March 31, ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (in thousands) Third-party payors ​ $ 43,807 ​ $ 40,836 Patients ​ 18,888 ​ 18,201 Total all payors ​ $ 62,695 ​ $ 59,037 ​ 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 $ 5,186 and $ 4,864 at March 31, 2026 and December 31, 2025, respectively. 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. Changes in deferred revenue were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (in thousands) Deferred revenue - beginning balance ​ $ 1,411 ​ $ 1,432 Recognition of prior deferred revenue in the current quarter ​ ( 547 ) ​ ( 509 ) Deferral of revenue ​ 581 ​ 509 Deferred revenue - ending balance ​ $ 1,445 ​ $ 1,432 ​ 8 Table of Contents Specified Expense Items — Significant segment level expense information provided to the CODM is consistent with our condensed consolidated statements of operations, as supplemented by the specified expense items provided to the CODM and disclosed in the table below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended ​ ​ March 31, ​ ​ 2026 ​ 2025 ​ ​ (in thousands) Salaries and Benefits ​ ​ ​ ​ ​ ​ Doctor compensation and benefits ​ $ 20,763 ​ $ 15,923 Clinical team member salaries and benefits ​ 21,132 ​ 19,714 Total Salaries and Benefits ​ $ 41,895 ​ $ 35,637 Other Practice Expenses ​ ​ ​ ​ MinnesotaCare tax ​ $ 1,121 ​ $ 1,053 Other expenses of practices (1) ​ 2,713 ​ 2,352 Total – Other Operating expense ​ $ 3,834 ​ $ 3,405 (1) Other expenses of practices include software and subscription costs, repairs and maintenance costs, recruiting, travel and entertainment, insurance, and other operating costs. ​ Recently Adopted Accounting Pronouncements — The Company has not adopted any new accounting standards in the three months ended March 31, 2026. 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 During the three months ended March 31, 2026, our affiliated dental practices acquired one general dental practice. This acquisition was completed on January 23, 2026. The final purchase consideration for the practices was $ 1,775 , of which $ 1,595 was settled in cash and $ 180 in practice acquisition installment notes. The acquired practice is a single-location general practice located in Tucson, Arizona. In the three months ended March 31, 2025, our affiliated dental practices did not acquire any dental practices. Practice acquisition installment notes are generally payable between 12 and 48 months after the date of acquisition. The results of operations and financial condition of the acquired entity have been included in our condensed consolidated results as of the date of acquisition. For the three months ended March 31, 2026, the acquired entity’s impact on revenues and net earnings was not material. Unaudited pro forma revenues and net earnings for the three months ended March 31, 2026, as if the business combination had occurred on the first of the year, were immaterial for the period. Goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from increased revenue and cost reductions. We anticipate that acquired goodwill will be deductible for tax purposes. The following table summarizes the consideration paid, assessment of assets acquired and liabilities assumed, and resulting goodwill. 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 9 Table of Contents 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 for the January 2026 acquisition during the fiscal year 2026. Acquisition completed in the three months ended March 31, 2026: ​ ​ ​ ​ ​ ​ ​ As of ​ ​ ​ ​ March 31, 2026 ​ ​ (in thousands) Dental supplies ​ $ 10 Property and equipment ​ 86 Right of use lease asset ​ ​ 548 Patient lists ​ 1,550 Goodwill ​ 154 Right of use lease liability ​ ​ ( 548 ) Liabilities assumed ​ ​ ( 25 ) Assets acquired and liabilities assumed ​ $ 1,775 Total purchase price ​ $ 1,775 Issuance of amounts due to sellers – acquisitions ​ ( 180 ) Cash paid in business combinations ​ $ 1,595 ​ During the year ended December 31, 2025, our affiliated dental practices acquired three single-location dental practices that provide general dental services. 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 was preliminary for the year ended December 31, 2025. These provisional amounts are subject to finalization when valuations and final assessments of the fair value of acquired assets and assumed liabilities are completed in the measurement period, which may extend up to one year from the respective acquisition dates. The purchase price allocations were finalized during the three months ended March 31, 2026. ​ The following table summarizes a comparison of the preliminary and final consideration paid, assessment of assets acquired and liabilities assumed, and resulting goodwill for the acquisitions completed in the year ended December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preliminary as of ​ ​ ​ Final as of ​ ​ December 31, 2025 ​ March 31, 2026 ​ ​ (in thousands) Dental supplies ​ $ 30 ​ $ 30 Property and equipment ​ 226 ​ 180 Right of use lease asset ​ 349 ​ 349 Patient lists ​ 1,241 ​ 1,283 Goodwill ​ 619 ​ 623 Right of use lease liability ​ ( 349 ) ​ ( 349 ) Liabilities assumed ​ ​ ( 11 ) ​ ​ ( 11 ) Assets acquired and liabilities assumed ​ $ 2,105 ​ $ 2,105 Total purchase price ​ $ 2,105 ​ $ 2,105 Issuance of amounts due to sellers – acquisitions ​ ( 388 ) ​ ( 388 ) Cash paid in business combinations ​ $ 1,717 ​ $ 1,717 ​ On May 3, 2026, the Company and our affiliated dental practices entered into an agreement to acquire a general dental practice, subject to customary closing conditions, which is expected to close in the second quarter. The total anticipated purchase consideration is anticipated to be approximately $ 1,225 . 10 Table of Contents ​ ​ ​ 3. REVENUE Disaggregated Revenue Information — We view the following disaggregated disclosures as useful to understanding the composition of revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended ​ ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (in thousands) General dentistry ​ $ 46,122 ​ $ 43,353 Multi-Specialty dentistry ​ 16,573 ​ 15,684 Revenue ​ $ 62,695 ​ $ 59,037 ​ ​ 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, western Wisconsin, Phoenix, Arizona, and Tucson, Arizona and the surrounding areas. The mix of receivables from patients and third-party payors are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ March 31, 2026 ​ December 31, 2025 ​ ​ (in thousands) Patients 30 % ​ 32 % Third-party payors 70 ​ 68 ​ Totals 100 % ​ 100 % ​ One third-party payor and their affiliated entities accounted for approximately 35 % and approximately 32 % of our condensed consolidated net revenue for the three months ended March 31, 2026 and 2025, respectively. Accounts receivable from one third-party payor and their affiliated entities accounted for approximately 18 % and approximately 23 % of total accounts receivable at March 31, 2026, and December 31, 2025, respectively. 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 March 31, 2026, and December 31, 2025, cash deposits in excess of the federally insured amounts were $ 23,798 and $ 24,618 , respectively. ​ 11 Table of Contents 5. PROPERTY AND EQUIPMENT ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ ​ ​ March 31, 2026 ​ ​ ​ December 31, 2025 ​ ​ (in thousands) Land ​ $ 46 ​ $ 46 Buildings ​ 140 ​ 140 Computer equipment ​ 17,647 ​ 17,393 Furniture and fixtures, and signage ​ 7,649 ​ 7,614 Dental equipment ​ 50,567 ​ 49,707 Leasehold improvements ​ 46,049 ​ 45,092 Total property and equipment ​ 122,098 ​ 119,992 Less accumulated depreciation ​ 92,571 ​ 90,706 Property and equipment – net ​ $ 29,527 ​ $ 29,286 ​ Depreciation expense in the condensed consolidated statement of operations was $ 2,067 and $ 1,996 for the three months ended March 31, 2026 and 2025, respectively. All assets of the Company are located in the United States of America. 6. GOODWILL AND INTANGIBLE ASSETS Changes in the carrying amount of Goodwill consisted of the following: ​ Changes in the carrying value of Goodwill consisted of the following: ​ ​ ​ ​ ​ As of ​ ​ ​ ​ March 31, 2026 ​ ​ (in thousands) Goodwill ​ ​ ​ Balance – beginning ​ $ 17,178 Goodwill acquired ​ 154 Measurement period adjustments ​ ​ 4 Balance – ending ​ $ 17,336 ​ There were no changes in Goodwill for the three-months ended March 31, 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2026 ​ ​ ​ ​ Gross Carrying ​ ​ ​ Accumulated ​ ​ ​ Net Carrying ​ ​ Amount ​ Amortization ​ Value ​ ​ (in thousands) Amortizable intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Trademarks ​ $ 1,950 ​ ​ 1,950 ​ $ — Patient lists ​ 19,490 ​ 7,033 ​ 12,457 Total intangible assets ​ $ 21,440 ​ $ 8,983 ​ $ 12,457 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ 12 Table of Contents Trademark and patient list amortization expense was $ 316 and $ 278 for the three months ended March 31, 2026 and 2025, respectively. Amortization expense on amortizable intangible assets for each of the next five years and thereafter is as follows: ​ ​ ​ ​ ​ ​ ​ (in thousands) Remaining 2026 ​ ​ ​ $ 975 2027 ​ 1,299 2028 ​ 1,299 2029 ​ 1,158 2030 ​ 1,125 Thereafter ​ 6,601 Total ​ $ 12,457 ​ ​ 7. INCOME TAXES Our interim tax provision is determined using an estimate of the annual effective tax rate, adjusted for discrete items, if any, which are taken into account in the relevant period. Each quarter, we update an estimate of the annual effective tax rate, and if the estimated tax rate changes, we make a cumulative adjustment. We recorded an income tax benefit of $ 1,611 in the three months ended March 31, 2026, compared to an income tax expense of $ 646 in the three months ended March 31, 2025. Our year-to-date effective tax was 80.5 % for the three months ended March 31, 2026, compared to 29.2 % for the three months ended March 31, 2025. The increase in the effective tax rate was primarily driven by higher discrete deductible expenses in the three months ended March 31, 2026 which were associated with our share awards. 8. LINE O F CREDIT At March 31, 2026, we had a $ 15,000 available line of credit with a bank bearing interest at the one-month SOFR plus 2.00 %. Our credit agreement with the bank includes a $ 13,000 term loan and provides for a $ 15,000 line of credit with the right to request an additional $ 10,000 line of credit. The credit agreement was amended on February 13, 2026 to extend the availability under the line of credit from March 2027 to March 2029, update certain financial covenants and definitions, and provide consent for the formation of a new subsidiary. There was no activity on the line of credit for the first three months of 2026. Activity on the line of credit for fiscal 2025 included advances of $ 14,903 and repayments of $ 14,903 . No amounts were outstanding on the line of credit at March 31, 2026 and December 31, 2025. 9. LONG-TERM DEBT Long-term debt consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ March 31, 2026 ​ ​ ​ December 31, 2025 ​ ​ (in thousands) Bank term loan ​ $ 9,286 ​ $ 9,750 Subordinated notes payable ​ 2,165 ​ 2,165 Notes payable to former dentist shareholders for the redemption of shares ​ 55 ​ 65 Totals ​ 11,506 ​ 11,980 Less – current maturities ​ 1,895 ​ 1,895 Long-term portion ​ $ 9,611 ​ $ 10,085 ​ 13 Table of Contents ​ Scheduled principal payments on long-term debt at March 31, 2026, are summarized as follows: ​ ​ ​ ​ ​ ​ ​ (in thousands) Remaining 2026 ​ $ 1,421 2027 ​ ​ 1,884 2028 ​ ​ 1,857 2029 ​ ​ 4,179 2030 ​ ​ — Thereafter ​ ​ 2,165 Total ​ $ 11,506 ​ Bank Term Loan The Company maintains a $ 13,000 term loan that matures in March 2029 and bears interest at a variable rate equal to one-month SOFR plus 2.10 %. The loan requires monthly principal payments of $ 155 , with any remaining principal due at maturity, and is secured by all business assets of the Company. 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 Company was in compliance with all debt covenants as of March 31, 2026 and December 31, 2025. Interest expense related to the bank term loan totaled approximately $ 136 and $ 200 for the three months ended March 31, 2026 and 2025, 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 three months ended March 31, 2026 was 24.5 %. 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 term loan and line of credit. The notes are also subject to significant prepayment restrictions; prepayment generally requires lender approval, except in limited circumstances involving the death of certain holders. The purchase agreement governing these notes also contains change-of-control provisions. Interest expense related to the subordinated debt agreements was approximately $ 131 and $ 137 for the three months ended March 31, 2026 and 2025, respectively. Notes Payable – Former Dentist Shareholder The Company has issued notes payable to former dentist shareholders in connection with the redemption of shares occurring prior to the Company’s initial public offering. The notes require principal and interest payments in 60 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 $ 10 in the three months ended March 31, 2026. Interest expense related to notes payable to former dentist shareholders was approximately $ 1 and $ 2 for the three months ended March 31, 2026 and 2025, 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. 14 Table of Contents ● Active Deferred Compensation Plans: Non-qualified Deferred Compensation Plan — The non-qualified deferred compensation plan provides participants the opportunity to defer compensation on a pretax basis. Participants are immediately 100 % vested in their voluntary deferred compensation contributions. 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. There were no discretionary credits deposited in the three months ended March 31, 2026. 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 with the option to receive payment in a lump sum distribution, or up to five annual installments. At March 31, 2026, the total deferred compensation liability related to the non-qualified plan was $ 22,742 , of which $ 22,001 was presented as Deferred compensation and $ 741 as Payroll, benefits and short term deferred compensation. 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 Deferred compensation and $ 695 as Payroll, benefits and short term deferred compensation. ● Deferred Compensation Plans — Inactive: We have several deferred compensation plans which have been closed to new participants and service crediting which are described collectively as Deferred Compensation Plans — Inactive. Professional Employee Compensation Plan (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, and no expense was recognized for this plan since that date. The deferred compensation balance is paid over a period of five years from the date of separation. The maximum amount we will be required to pay under the PEC Plan in each year is capped at 2 % of our annual adjusted gross revenue, as defined in the agreement. 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 vested value of the participant’s 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 on March 1, 2008. 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 March 31, 2026, and December 31, 2025, the total deferred compensation liability related to the phantom equity plan was $ 1,464 and $ 1,657 , respectively. There was no deferred compensation expense under the agreement in the first three months in 2026 or fiscal 2025, and we do not anticipate any future compensation expense under the Phantom Plan. The balance of Deferred compensation – Inactive, which includes the PEC Plan, Accumulation Plan, and the Phantom Plan, was $ 45,569 at March 31, 2026, and $ 46,120 at December 31, 2025. The short-term portion has been included in Payroll, benefits, and short term deferred compensation and totaled $ 1,450 and $ 1,457 at March 31, 2026 15 Table of Contents and December 31, 2025, respectively. Payments made under the Deferred Compensation Plans – Inactive were $ 557 and $ 377 , for the three months ended March 31, 2026 and 2025, respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred Compensation – Inactive ​ ​ As of March 31, 2026 ​ ​ Professional ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Employee ​ Equity ​ ​ ​ ​ Deferred ​ ​ Compensation ​ Accumulation ​ Phantom ​ Compensation Plans –  ​ ​ Plan ​ ​ ​ Plan ​ ​ ​ Equity Plan ​ ​ ​ Inactive ​ ​ (in thousands) Deferred compensation ​ $ 43,220 ​ $ 1,159 ​ $ 1,190 ​ $ 45,569 Payroll, benefits and short term deferred compensation ​ 1,118 ​ 58 ​ 274 ​ 1,450 Total Liability ​ $ 44,338 ​ $ 1,217 ​ $ 1,464 ​ $ 47,019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred Compensation – Inactive ​ ​ As of December 31, 2025 ​ ​ Professional ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Employee ​ Equity ​ ​ ​ ​ Deferred ​ ​ Compensation ​ Accumulation ​ Phantom ​ Compensation Plans –  ​ ​ Plan ​ ​ ​ Plan ​ ​ ​ Equity Plan ​ ​ ​ Inactive ​ ​ (in thousands) Deferred compensation ​ $ 43,497 ​ $ 1,218 ​ $ 1,405 ​ $ 46,120 Payroll, benefits and short term deferred compensation ​ 1,121 ​ 84 ​ 252 ​ 1,457 Total Liability ​ $ 44,618 ​ $ 1,302 ​ $ 1,657 ​ $ 47,577 ​ ​ ​ 11. SHAREHOLDERS’ EQUITY (DEFICIT) Park Dental Partners, Inc. shares are comprised of 100 million Common shares, and 5 million Preferred shares. All stock has a par value of $ 0.0001 per share. As of March 31, 2026, only Common shares are outstanding. Each holder of common stock and certain restricted shares is entitled to one vote for each share of Common stock and restricted share held. The following table summarizes Common shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding shares ​ As of ​ ​ March 31, 2026 ​ ​ ​ December 31, 2025 Total Common unrestricted shares ​ 4,515,054 4,247,018 ​ Restricted shares (“RSs”) — Restricted Park Dental Partners, Inc. shares issued prior to our initial public offering (“IPO”) vested 25 % upon the closing of our public offering on December 4, 2025, with the remaining awards vesting at the rate of 6.25 % each calendar quarter over the subsequent 12 quarters. In the event of a change in control, the restricted shares shall vest immediately upon 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 compensation expense recognition, as earlier-vesting tranches are recognized more quickly than later-vesting tranches. Subsequent to our IPO we have changed our accounting policy regarding the vesting of restricted share awards. As a result of this policy change, share based compensation related to those awards granted after our IPO is recognized using the straight-line recognition method. We believe this method is preferable, as it results in the Company recognizing the total grant-date fair value of the award ratably as compensation expense over the vesting period. Restricted share awards granted subsequent to the IPO vest at the rate of 25 % each year over four years . 16 Table of Contents The following table summarizes RS activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Number of ​ Average Grant ​ ​ RSs ​ ​ ​ Date Fair Value ​ ​ (in thousands) ​ ​ ​ Unvested RSs at December 31, 2025 2,493 ​ 7.04 RSs granted ​ 4 ​ ​ 16.01 RSs vested ( 268 ) ​ 6.82 RSs forfeited ​ ( 4 ) ​ ​ 10.95 Unvested RSs at March 31, 2026 2,225 ​ $ 7.08 ​ Unrecognized compensation expense related to outstanding RSs at March 31, 2026 was approximately $ 11,504 . Unrestricted Stock Grant — There were no unrestricted stock grants made during the three months ended March 31, 2026 and 2025. Employee Stock Purchase Plan (“ESPP”) — The Company maintains an Employee Stock Purchase Plan that allows eligible employees to purchase shares of common stock at a discount through payroll deductions over offering periods. The ESPP was approved in 2025, and up to 250,000 shares of common stock are reserved for issuance under the plan. No shares were issued under the ESPP during the three months ended March 31, 2026. 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 Three Months Ended ​ ​ March 31, ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (in thousands, except ​ ​ per share amounts) Net income (loss) available to PARK common shareholders ​ $ ( 390 ) ​ $ 1,566 Earnings (loss) per share attributable to PARK common shareholders: ​ ​ ​ ​ Basic ​ $ ( 0.09 ) ​ $ 0.88 Diluted ​ $ ( 0.09 ) ​ $ 0.88 Weighted-average number of common stock shares outstanding ​ 4,383 ​ 1,783 Dilutive impact of share based awards ​ — ​ — Weighted-average number of common stock shares outstanding – diluted ​ 4,383 ​ 1,783 Anti-dilutive restricted stock excluded from diluted EPS computation ​ 2,225 ​ 3,549 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 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. 17 Table of Contents Lease Cost — Lease cost has been included within Office occupancy on our condensed consolidated statement of operations and consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ March 31, ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ ​ (in thousands) Lease Cost $ 2,079 ​ $ 1,912 ​ 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 not recognized in the measurement of operating lease liabilities are expensed as incurred. Operating Right of Use Assets and Lease Liabilities — Operating right of use assets and lease liabilities included on our condensed consolidated balance sheet were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ March 31, 2026 ​ ​ ​ December 31, 2025 ​ ​ (in thousands) Lease right of use assets – operating leases ​ $ 44,418 ​ $ 44,542 Lease liabilities: ​ ​ ​ ​ Current operating leases ​ $ 6,835 ​ $ 6,711 Non-current operating leases ​ 41,405 ​ 41,659 Total lease liabilities ​ $ 48,240 ​ $ 48,370 ​ Remaining Lease Terms and Discount Rates — ASC 842 requires that we recognize right of use assets and lease liabilities for our 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ ​ March 31, 2026 ​ ​ ​ December 31, 2025 Weight-average discount rate-operating leases ​ ​ 3.94 % ​ 3.86 % Weight-average remaining lease term-operating leases ​ ​ 9.51 years ​ 9.63 years ​ Supplemental Cash Flow Information — Supplemental cash flow information associated with our operating leases is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ March 31, ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (in thousands) Non-cash information – right of use assets obtained in exchange for lease liabilities – operating leases ​ $ 1,477 ​ $ 2,695 ​ ​ ​ ​ ​ ​ ​ 18 Table of Contents ​ Maturities of Operating Lease Liabilities — Scheduled minimum lease payments under noncancelable operating leases with initial or remaining lease terms in excess of one year at March 31, 2026, are summarized as follows: ​ ​ ​ ​ ​ ​ ​ (in thousands) Remaining 2026 ​ $ 6,453 2027 ​ 8,156 2028 ​ 7,079 2029 ​ 5,834 2030 ​ 4,898 Thereafter ​ 25,740 Total lease payments ​ 58,160 Less liability accretion ​ ( 9,920 ) Present value of lease liabilities ​ $ 48,240 ​ Legal Contingencies — We and our affiliated dental practices have been named as a defendant in lawsuits from time to time in the normal course of business, primarily for employment liability, alleged negligence in care or general liability 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. Subsequently, certain of the claims were dismissed; however, the 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 continues. We anticipate the settlement of this matter is now probable. We expect the settlement, net of insurance recoveries, will have an immaterial impact to our financial results as we anticipate the costs to settle will be fully recovered under our insurance policy coverage. 14. VARIABLE INTEREST ENTITIES Our affiliated dental practices employ dentists, contract with payors, and provide dental services to patients across Minnesota, Wisconsin, and 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. 19 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ March 31, 2026 ​ ​ ​ December 31, 2025 ​ ​ (in thousands) TOTAL ASSETS ​ $ 39,852 ​ $ 41,269 TOTAL LIABILITIES ​ $ 32,551 ​ $ 32,821 ​ Due to the nature of the minority ownership in the affiliated dental practices, whereby a single designated doctor holds one share of the affiliate entity, but has no right to receive any economic benefit, or interest in the profits generated by the affiliated dental practices, we have not assigned any value to the non-controlling interests in the condensed consolidated operations. 15. RELATED-PARTY TRANSACTIONS We have lease agreements with entities that are minority owned by certain practicing dentists and officers of the Company. Total lease liabilities for these properties were $ 22,656 at March 31, 2026, and $ 23,161 at December 31, 2025. Lease cost of $ 469 and $ 435 was recognized for these properties for March 31, 2026 and 2025, 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. In connection with the vesting of certain equity awards upon the consummation of the Company’s initial public offering, the Company issued one-year promissory notes to eleven affiliated shareholder doctors to provide liquidity for tax obligations arising from such vesting. The loans, which were not available to executive officers or directors, were capped at 31 % of the value of the vested shares, bear interest at 3.66 % per annum, and are due no later than January 2027. Participating shareholders are subject to a 365-day lock-up restriction while these loans remain outstanding. The aggregate principal amount outstanding under these promissory notes was $ 600 as of March 31, 2026, and was presented within Prepaid expenses and other current assets on the condensed consolidated balance sheet. No amounts were outstanding as of December 31, 2025. 16. SUBSEQUENT EVENTS We have evaluated events occurring subsequent to the date of the condensed consolidated financial statements through May 14, 2026, which is the date the condensed consolidated financial statements were issued. ****** ​ 20 Table of Contents