What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-13 compared with 2026-05-14 · 182 added, 171 removed, 406 unchanged (47% of the section changed)

19 unchanged sentences

Total other assets

LIABILITIES AND EQUITY (DEFICIT)

LIABILITIES AND EQUITY

CURRENT LIABILITIES:

15 unchanged sentences

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

4,704,780 and 4,247,018 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

9 unchanged sentences

Three Months Ended

Six Months Ended

COST OF SERVICES

10 unchanged sentences

PROVISION/(BENEFIT) FOR INCOME TAX

NET INCOME (LOSS)

Earnings (Loss) per share:

Earnings per share:

Basic weighted-average number of common shares outstanding

12 unchanged sentences

Balances - March 31, 2026

Share based compensation

Net income (loss)

Balances - June 30, 2026

Shareholders’

4 unchanged sentences

Balances - March 31, 2025

Share repurchase

Net income (loss)

Balances - June 30, 2025

See accompanying notes to the condensed consolidated financial statements.

3 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)

Adjustments to reconcile net income to net cash flows from operating activities:

7 unchanged sentences

Accounts receivable

Income taxes receivable

Prepaid expenses and other current assets

8 unchanged sentences

Payments for purchases of dental practices

Issuance of notes to related parties

Loans to related parties evidenced by promissory notes

Net cash flows used in investing activities

2 unchanged sentences

Gross repayments on line of credit

Dental practice purchase installment payments

Dental practice purchase payments on deferred notes

Net change in checks issued in excess of cash balances

6 unchanged sentences

CASH AND CASH EQUIVALENTS – End of period

SUPPLEMENTAL CASH FLOW INFORMATION – Cash paid during the period for:

SUPPLEMENTAL CASH FLOW INFORMATION:

Schedule of interest and income taxes paid (received):

Non-cash transactions:

Purchases of property and equipment in accounts payable

13 unchanged sentences

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.

Basis of presentation — The accompanying condensed consolidated financial statements, including the balance sheet as of June 30, 2026, statements of operations and statements of stockholders’ equity, for the three and six months ended June 30, 2026 and 2025, and statements of cash flows for the six months ended June 30, 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.

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 June 30, 2026 and the results of operations and cash flows for the six months ended June 30, 2026 and 2025.

The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2026 and 2025 are also unaudited.

The results for the three and six months ended June 30, 2026 and 2025 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.

4 unchanged sentences

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.

Net income and Adjusted EBITDA are used to monitor our actual results against our budget, 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 measure of segment assets is reported on the balance sheet as total consolidated assets and our CODM

allocates assets at that 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

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:

March 31, 2026

Specified Expense Items — Significant 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

For the six months ended

(in thousands)

Practice acquisition installment notes – beginning balance

Additions related to acquisitions

Payments advanced to seller

Practice acquisition installment notes – ending balance

March 31, 2025

(in thousands)

Practice acquisition installment notes – beginning balance

Salaries and Benefits

Doctor compensation and benefits

Clinical team member salaries and benefits

Total Salaries and Benefits

Other Practice Expenses

MinnesotaCare tax

Other expenses of practices (1)

Total – Other Operating expense

(1) Other expenses of practices include software and subscription costs, repairs and maintenance costs, recruiting, travel and entertainment, insurance, and other operating costs.

Practice acquisition notes are generally payable between 12 – 48 months after the date of the acquisition.

The total liability of outstanding practice acquisition notes as of June 30, 2026 and December 31, 2025, included within the condensed consolidated balance sheets was $ 1,366 and $ 956 , respectively, of which, the current portion was $ 743 and $ 505 , respectively, and is included within Deferred revenue and other current liabilities.

A summary of the activity for the Company’s estimated liability for outstanding practice acquisition notes for the six months ended June 30, 2026 and 2025, were as follows:

(in thousands)

Practice acquisition notes – January 1

Additions related to acquisitions

Reinstatement

Payments advanced to seller

Practice acquisition installment notes – ending balance

Practice acquisition notes – June 30

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.

Generally, dental practices bill 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.

Patient care service revenue is reported at amounts that reflect the consideration 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.

1 unchanged sentence

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.

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.

15 unchanged sentences

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:

Our patient service revenue, net of allowances, implicit price concessions and discounts, recognized from these major payor sources and patients were as follows:

For the three months ended

For the six months ended

(in thousands)

Third-party payors

12 unchanged sentences

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.

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 our 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 $ 6,080 and $ 4,864 at June 30, 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,

A summary of the Company’s changes in deferred revenue for the six months ended June 30, 2026 and 2025, were as follows:

(in thousands)

Deferred revenue - beginning balance

Recognition of prior deferred revenue in the current quarter

Deferred revenue - January 1

Recognition of prior deferred revenue in the current period

Deferral of revenue

Deferred revenue - ending balance

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

(in thousands)

Salaries and Benefits

Doctor compensation and benefits

Clinical team member salaries and benefits

Total Salaries and Benefits

Other Practice Expenses

MinnesotaCare tax

Other expenses of practices (1)

Total – Other Operating expense

(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.

Deferred revenue - June 30

Recently Adopted Accounting Pronouncements — The Company has not adopted any new accounting standards in the three and six months ended June 30, 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):

4 unchanged sentences

We are currently evaluating the impact ASU 2024-03 will have on our disclosures.

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.

During the six months ended June 30, 2026, our affiliated dental practices acquired two general dental practices.

One acquisition was completed on January 23, 2026, while the second acquisition was completed on May 29, 2026.

The combined total purchase consideration for the practices was $ 2,982 , of which $ 2,438 was settled in cash and $ 544 in practice acquisition notes.

The acquired practices provide general dental services, one located in Tucson, Arizona, and one located in Rochester, Minnesota.

During the six months ended June 30, 2025, our affiliated dental practices acquired one general dental practice.

The final total purchase consideration for the practice was $ 1,006 , of which $ 803 was settled in cash and $ 203 in practice acquisition notes.

The acquired practice provides general dental services, and is located in the Minneapolis/St.

Paul metropolitan area.

Practice acquisition notes are generally payable between 12 and 48 months after the date of acquisition.

The results of operations and financial condition of the acquired entities have been included in our condensed consolidated results as of the date of acquisition.

For the three and six months ended June 30, 2026 and 2025, the acquired entity’s impact on revenues and net earnings were not material.

Unaudited pro forma revenues and net earnings for the three and six months ended June 30, 2026 and 2025, as if the business combinations had occurred on the first of the year, were immaterial for the periods.

Goodwill arising from acquisitions 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.

value of acquired assets and assumed liabilities are completed in the measurement period (up to one year from the acquisition date).

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 for the January 2026 acquisition during the fiscal year 2026.

Acquisition completed in the three months ended March 31, 2026:

March 31, 2026

(in thousands)

Dental supplies

Property and equipment

Right of use lease asset

Patient lists

Right of use lease liability

Liabilities assumed

Assets acquired and liabilities assumed

Total purchase price

Issuance of amounts due to sellers – acquisitions

Cash paid in business combinations

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

December 31, 2025

March 31, 2026

We expect to complete the purchase price allocation for the 2026 acquisitions during fiscal year 2026.

Acquisitions completed in the six months ended June 30, 2026 and 2025:

As of June 30,

(in thousands)

9 unchanged sentences

Cash paid in business combinations

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 .

On August 7, 2026, Park Dental Partners, Inc., entered into an agreement to acquire Village Family Dental DSO and affiliate with the Village Family Dental professional practices for approximately $ 29,900 in cash, 474,535 restricted shares of common stock valued at $ 9,200 , and contingent consideration up to $ 6,900 .

The Village Family Dental DSO is currently affiliated with Village Family Dental practices, a multi-specialty dental group based in Fayetteville, North Carolina.

The transaction is expected to close in 2026, subject to satisfaction or waiver of customary closing conditions, and will be funded through a combination of cash on hand and borrowings under our existing credit facility.

Disaggregated Revenue Information — We view the following disaggregated disclosures as useful to understanding the composition of revenue:

For the three months ended

For the six months ended

(in thousands)

General dentistry

3 unchanged sentences

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 majority of patients are from Minnesota, Wisconsin, and Arizona.

The mix of receivables from patients and third-party payors are as follows:

March 31, 2026

June 30, 2026

December 31, 2025

1 unchanged sentence

Third-party payors

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.

One third-party payor and their affiliated entities accounted for approximately 29 % and approximately 30 % of our condensed consolidated net revenue for the three months ended June 30, 2026 and 2025, respectively, and approximately 30 % and 28 % for the six months ended June 30, 2026 and 2025, respectively.

Accounts receivable from one third-party payor and their affiliated entities accounted for approximately 26 % and approximately 23 % of total accounts receivable at June 30, 2026 and December 31, 2025, respectively.

We maintain a depository relationship with one primary financial institution.

1 unchanged sentence

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.

As of June 30, 2026 and December 31, 2025, cash deposits in excess of the federally insured amounts were $ 23,819 and $ 24,618 , respectively.

PROPERTY AND EQUIPMENT

March 31, 2026

June 30, 2026

December 31, 2025

7 unchanged sentences

Property and equipment – net

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.

Depreciation expense in the condensed consolidated statement of operations was $ 2,019 and $ 2,057 for the three months ended June 30, 2026 and 2025, respectively, and was $ 4,086 and $ 4,053 for the six months ended June 30, 2026 and 2025, respectively.

All assets of the Company are located in the United States of America.

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:

March 31, 2026

Changes in the carrying amount of Goodwill for the six months ended June 30, 2026 and 2025, consisted of the following:

(in thousands)

Balance – beginning

Balance – January 1

Goodwill acquired

Measurement period adjustments

Balance – ending

There were no changes in Goodwill for the three-months ended March 31, 2025.

March 31, 2026

Balance - June 30

June 30, 2026

Gross Carrying

9 unchanged sentences

Total intangible assets

Trademark and patient list amortization expense was $ 316 and $ 278 for the three months ended March 31, 2026 and 2025, respectively.

Trademark and patient list amortization expense was $ 331 and $ 279 for the three months ended June 30, 2026 and 2025, respectively, and was $ 647 and $ 557 for the six months ended June 30, 2026 and 2025, respectively.

Amortization expense on amortizable intangible assets for each of the next five years and thereafter is as follows:

3 unchanged sentences

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.

We recorded an income tax (benefit) of $( 230 ) and $( 1,841 ) in the three and six months ended June 30, 2026, compared to an income tax expense of $ 1,248 and $ 1,894 in the three and six months ended June 30, 2025.

Our effective tax rate was ( 20.6 )% and 208.7 % for the three and six months ended June 30, 2026, compared to 32.7 % and 31.4 % for the three and six months ended June 30, 2025.

The changes in the effective tax rate for the three and six months ended June 30, 2026 compared to the prior year are primarily driven by higher discrete deductible expenses associated with vesting of share awards in the three and six months ended June 30, 2026.

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.

At June 30, 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 and, subject to the terms of the credit agreement and the lender’s consent, permits the Company to request increases in the revolving commitment of up to an aggregate additional $ 10,000 .

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.

On April 30, 2026 we entered into a second amendment to the credit agreement that added our Arizona subsidiary as a co-borrower and modified certain subsidiary and acquisition-related provisions.

No amounts were outstanding under the line of credit at June 30, 2026 or December 31, 2025.

There was no activity on the line of credit for the first six 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.

LONG-TERM DEBT

Long-term debt consisted of the following:

March 31, 2026

June 30, 2026

December 31, 2025

5 unchanged sentences

Long-term portion

Scheduled principal payments on long-term debt at March 31, 2026, are summarized as follows:

Scheduled principal payments on long-term debt at June 30, 2026, are summarized as follows:

(in thousands)

4 unchanged sentences

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.

The Company was in compliance with all debt covenants as of June 30, 2026 and December 31, 2025.

Interest expense related to the bank term loan totaled approximately $ 131 and $ 196 for the three months ended June 30, 2026 and 2025, respectively, and totaled approximately $ 267 and $ 396 for the six months ended June 30, 2026 and 2025, respectively.

Subordinated Notes Payable

1 unchanged sentence

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.

The effective interest rate during the three and six months ended June 30, 2026 and 2025 was 24.5 %.

Of the total subordinated notes payable, $ 2,012 is payable to various noteholders, including 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.

2 unchanged sentences

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.

Interest expense related to the subordinated debt agreements was approximately $ 133 and $ 139 for the three months ended June 30, 2026 and 2025, respectively, and totaled approximately $ 264 and $ 276 for the six months ended June 30, 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.

The notes are payable in equal monthly installments, with 17 payments remaining as of June 30, 2026.

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.

Total principal payments made on these notes were $ 19 in the six months ended June 30, 2026.

Interest expense related to notes payable to former dentist shareholders was approximately $ 1 and $ 2 for the three months ended June 30, 2026 and 2025, respectively, and was approximately $ 2 and $ 4 for the six months ended June 30, 2026 and 2025, respectively.

DEFERRED COMPENSATION

5 unchanged sentences

Participants are immediately 100 % vested in their voluntary deferred compensation contributions.

Participant accounts are credited with deferred compensation contributions and earnings thereon, as defined.

Participant accounts are credited with deferred compensation contributions and subsequent earnings.

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.

There were no discretionary credits deposited in the three and six months ended June 30, 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 June 30, 2026, the total deferred compensation liability related to the non-qualified plan was $ 24,949 , of which $ 24,216 was presented as Deferred compensation and $ 733 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.

12 unchanged sentences

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

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.

At June 30, 2026 and December 31, 2025, the total deferred compensation liability related to the phantom equity plan was $ 1,411 and $ 1,657 , respectively.

There was no deferred compensation expense under the agreement in the first six 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 $ 45,014 at June 30, 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 $ 1,668 and $ 1,457 at June 30, 2026 and December 31, 2025, respectively.

Payments made under the Deferred Compensation Plans – Inactive were $ 289 and $ 305 for the three months ended June 30, 2026 and 2025, respectively, and were $ 846 and $ 682 for the six months ended June 30, 2026 and 2025, respectively.

Deferred Compensation – Inactive

As of March 31, 2026

As of June 30, 2026

Compensation Plans –

14 unchanged sentences

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

March 31, 2026

As of June 30, 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 awards held.

Restricted stock units granted commencing in June 2026 do not carry voting rights unless and until settled in shares of common stock.

In connection with the Company's initial public offering completed on December 4, 2025, the Company issued warrants to the underwriter’s representative to purchase up to 92,100 shares of common stock at an exercise price of $ 15.60 per share.

On July 13, 2026, the underwriters exercised all outstanding warrants on a cashless basis.

As a result, the Company issued 22,483 shares of common stock to the underwriters.

There were no outstanding warrants remaining subsequent to the exercise.

The following table summarizes unrestricted common shares outstanding:

June 30, 2026

December 31, 2025

7 unchanged sentences

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.

Restricted stock awards granted after the IPO and before June 2026 vest at the rate of 25 % annually over four years .

Beginning in June 2026, the Company granted restricted stock units (“RSUs”), which also vest at the rate of 25 % annually over four years .

Share-based compensation expense for these post-IPO awards is recognized on a straight-line basis over the applicable requisite service period.

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 .

The following table summarizes RS activity:

The following table summarizes activity in unvested restricted stock awards and RSUs for the six months ended June 30, 2026:

Average Grant

1 unchanged sentence

(in thousands)

Unvested RSs at December 31, 2025

RSs forfeited

Unvested RSs at March 31, 2026

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.

Unvested awards - January 1

RSs and RSUs granted

Awards vested

Awards forfeited

Unvested awards - June 30

The following table summarizes the mix of unvested restricted stock awards and restricted stock units outstanding as of June 30, 2026:

(in thousands)

Restricted share awards

Restricted share units

Unrecognized compensation expense related to outstanding restricted stock awards and restricted stock units at June 30, 2026 was approximately $ 11,214 .

Unrestricted Stock Grant — There were no unrestricted stock grants made during the three and six months ended June 30, 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.

No shares were issued under the ESPP during the three and six months ended June 30, 2026 and 2025.

Subsequent to June 30, 2026, the Company issued 28,019 shares of common stock at $ 17.71 per share under the ESPP for the offering period ended June 30, 2026.

EARNINGS PER COMMON SHARE

1 unchanged sentence

For the Three Months Ended

(in thousands, except

per share amounts)

Net income (loss) available to PARK common shareholders

Earnings (loss) per share attributable to PARK common shareholders:

For the Six Months Ended

(in thousands, except per share amounts)

Net income available to PARK common shareholders

Earnings per share attributable to PARK common shareholders:

Weighted-average number of common stock shares outstanding

Dilutive impact of share based awards

Dilutive impact of share based awards and warrants

Weighted-average number of common stock shares outstanding – diluted

Anti-dilutive restricted stock excluded from diluted EPS computation

Anti-dilutive warrants excluded from diluted EPS computation

COMMITMENT AND CONTINGENCIES

5 unchanged sentences

Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Lease Cost — Lease cost has been included within Office occupancy on our condensed consolidated statement of operations and consisted of the following:

Lease Cost — Lease cost has been included within Office occupancy on our condensed consolidated statements of operations and consisted of the following:

For the Three Months Ended

For the Six Months Ended

(in thousands)

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:

March 31, 2026

Operating Right of Use Assets and Lease Liabilities — Operating right of use assets and lease liabilities included on our condensed consolidated balance sheets were as follows:

June 30, 2026

December 31, 2025

5 unchanged sentences

Total lease liabilities

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.

Remaining Lease Terms and Discount Rates — We are required to recognize right of use assets and lease liabilities for our operating leases.

In order to establish our lease obligation, we are required 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.

1 unchanged sentence

The weighted-average remaining lease terms and discount rates associated with our operating lease liabilities were as follows:

March 31, 2026

June 30, 2026

December 31, 2025

3 unchanged sentences

For the Three Months Ended

For the Six Months Ended

(in thousands)

Non-cash information – right of use assets obtained in exchange for lease liabilities – operating leases

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)

9 unchanged sentences

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 presently believe the settlement of this matter is 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.

VARIABLE INTEREST ENTITIES

Our affiliated dental practices employ dentists, contract with payors, and provide dental services to patients across Minnesota, Wisconsin, and Arizona.

Our affiliated dental practices employ dentists, contract with payors, and provide dental services to patients in Minnesota, Wisconsin, and Arizona.

Park Dental Partners, Inc.

1 unchanged sentence

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 evaluated whether we have a variable interest in our affiliated dental practices, whether the practices are VIEs, and whether we have a controlling financial interest in them.

We have concluded that we have variable interests in the affiliated dental practices on the basis of our Administrative Resources Agreements which provide 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.

6 unchanged sentences

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.

The combined assets and liabilities of the affiliated dental practices of PDG, TDS and The Dental Specialists Orthodontics which are included within the condensed consolidated financial statements of Park Dental Partners, Inc.

are as follows:

March 31, 2026

June 30, 2026

December 31, 2025

4 unchanged sentences

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.

Total lease liabilities for these properties were $ 21,143 at June 30, 2026, and $ 23,161 at December 31, 2025.

Lease cost of $ 469 and $ 509 was recognized for these properties for the three months ended June 30, 2026 and 2025, respectively, and were $ 938 and $ 944 for the six months ended June 30, 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.

In connection with the vesting of certain equity awards upon the consummation of the Company’s initial public offering, the Company made loans to eleven affiliated shareholder doctors, evidenced by one-year promissory notes, 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.

Participating shareholders are subject to a 365 day lockup restriction while these loans remain outstanding.

The aggregate principal amount outstanding under these promissory notes was $ 600 as of June 30, 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.

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.

We have evaluated events occurring subsequent to the date of the condensed consolidated financial statements through August 13, 2026, which is the date the condensed consolidated financial statements were issued.

On July 13, 2026, the Company issued 22,483 shares of common stock to the underwriters in connection with the exercise of warrants issued in connection with our initial public offering completed on December 4, 2025.

Refer to Note 11 – Shareholders’ Equity (Deficit) for further information.

On August 7, 2026, Park Dental Partners, Inc., entered into an agreement to acquire Village Family Dental DSO and affiliate with the Village Family Dental professional practices.

Refer to Note 2 – Acquisitions for further information.

No other events have occurred that would require adjustments to disclosures in the consolidated financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements