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 June 30, ​ ​ ​ At December 31, ​ ​ 2026 ​ 2025 ASSETS ​ ​ ​ ​ CURRENT ASSETS: ​ ​ ​ ​ Cash and cash equivalents ​ $ 24,398 ​ $ 25,185 Accounts receivable – net of allowance ​ 7,923 ​ 6,991 Dental supplies ​ 959 ​ 930 Income taxes receivable ​ 2,854 ​ 2,830 Prepaid expenses and other current assets ​ 3,515 ​ 1,966 Total current assets ​ 39,649 ​ 37,902 OTHER ASSETS: ​ ​ ​ ​ Property and equipment – net ​ 30,041 ​ 29,286 Cash surrender value of life insurance ​ 20,925 ​ 19,244 Intangible assets – net ​ 13,255 ​ 11,182 Goodwill ​ 17,336 ​ 17,178 Deferred income taxes ​ 19,816 ​ 18,849 Lease right of use asset ​ 45,245 ​ 44,542 Total other assets ​ 146,618 ​ 140,281 TOTAL ASSETS ​ $ 186,267 ​ $ 178,183 LIABILITIES AND EQUITY ​ ​ ​ ​ CURRENT LIABILITIES: ​ ​ ​ ​ Accounts payable and other accrued liabilities ​ $ 5,041 ​ $ 6,291 Payroll, benefits and short-term deferred compensation ​ ​ 16,693 ​ ​ 16,716 Accrued taxes ​ 1,307 ​ 1,220 Current debt ​ 1,896 ​ 1,895 Current portion of lease liability ​ 6,947 ​ 6,711 Deferred revenue and other current liabilities ​ ​ 3,417 ​ ​ 2,900 Total current liabilities ​ 35,301 ​ 35,733 LONG-TERM LIABILITIES: ​ ​ ​ ​ Lease liability ​ 42,119 ​ 41,659 Deferred compensation ​ ​ 69,230 ​ 68,417 Long-term debt ​ 9,137 ​ 10,085 Other long-term liabilities ​ 659 ​ 486 Total long-term liabilities ​ 121,145 ​ 120,647 Total liabilities ​ $ 156,446 ​ $ 156,380 Commitments and contingencies (Note 13) ​ ​ ​ ​ SHAREHOLDERS’ EQUITY: ​ ​ ​ ​ Common stock, $ 0.0001 par value, 100,000,000 shares authorized; 4,704,780 and 4,247,018 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively ​ $ 1 ​ $ 1 Additional paid-in capital ​ 35,686 ​ 28,627 Treasury stock ​ ( 737 ) ​ ( 737 ) Accumulated shareholders’ deficit ​ ( 5,129 ) ​ ( 6,088 ) Total shareholders’ equity ​ 29,821 ​ 21,803 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY ​ $ 186,267 ​ $ 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 ​ ​ ​ Six Months Ended ​ ​ June 30, ​ June 30, ​ ​ ​ 2026 ​ ​ 2025 ​ 2026 ​ ​ ​ 2025 REVENUE ​ ​ ​ $ 66,212 ​ ​ ​ $ 62,998 ​ $ 128,907 ​ $ 122,035 COST OF SERVICES ​ ​ ​ ​ ​ ​ ​ ​ Salaries and benefits 42,114 37,096 ​ 84,009 ​ 72,733 Dental supplies and Laboratory fees 4,444 4,337 ​ 8,782 ​ 8,576 Office occupancy ​ 4,375 ​ 4,086 ​ 8,660 ​ 8,090 Other practice expenses ​ ​ 3,836 ​ ​ 3,610 ​ 7,670 ​ 7,015 Depreciation 1,928 1,963 ​ 3,891 ​ 3,859 TOTAL COST OF SERVICES 56,698 51,092 ​ 113,013 ​ 100,273 GROSS MARGIN 9,514 11,906 ​ 15,894 ​ 21,762 General and administrative expenses 7,836 7,380 ​ 15,676 ​ 14,308 Depreciation and amortization 422 374 ​ 842 ​ 752 OPERATING INCOME (LOSS) 1,256 4,152 ​ ( 624 ) ​ 6,702 INTEREST EXPENSE - NET ( 137 ) ( 334 ) ​ ( 258 ) ​ ( 671 ) INCOME (LOSS) BEFORE TAX ​ 1,119 ​ 3,818 ​ ( 882 ) ​ 6,031 PROVISION/(BENEFIT) FOR INCOME TAX ( 230 ) 1,248 ​ ( 1,841 ) ​ 1,894 NET INCOME $ 1,349 $ 2,570 ​ $ 959 ​ $ 4,136 Earnings per share: ​ ​ ​ ​ ​ ​ ​ Basic $ 0.30 $ 1.45 ​ $ 0.21 ​ $ 2.33 Diluted $ 0.22 $ 1.45 ​ $ 0.16 ​ $ 2.33 Basic weighted-average number of common shares outstanding 4,571,346 1,772,662 ​ 4,478,159 ​ 1,777,942 Diluted weighted-average number of common shares outstanding 6,235,305 1,772,662 ​ 6,091,899 ​ 1,777,942 ​ 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 Share based compensation ​ — ​ — ​ — ​ 3,035 ​ 3,035 Net income (loss) ​ — ​ — ​ 1,349 ​ — ​ 1,349 Balances - June 30, 2026 $ 1 $ ( 737 ) $ ( 5,129 ) $ 35,686 $ 29,821 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ) Share repurchase ​ — ​ ( 184 ) ​ — ​ ( 57 ) ​ ( 241 ) Net income (loss) ​ — ​ — ​ 2,570 ​ — ​ 2,570 Balances - June 30, 2025 $ 1 $ ( 429 ) $ ( 1,594 ) $ 1,464 $ ( 558 ) ​ ​ 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) ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ June 30, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 CASH FLOWS FROM OPERATING ACTIVITIES: ​ ​ ​ ​ ​ Net income ​ $ 959 ​ $ 4,136 Adjustments to reconcile net income to net cash flows from operating activities: ​ ​ ​ ​ Depreciation and amortization ​ 4,733 ​ 4,611 Deferred income taxes ​ ( 967 ) ​ — Change in cash surrender value of life insurance ​ ( 1,274 ) ​ ( 786 ) Loss on disposal of property and equipment ​ 37 ​ 63 Noncash lease expense ​ ( 6 ) ​ ( 62 ) Share based compensation ​ 7,059 ​ — Changes in operating assets and liabilities ​ ​ ​ ​ Accounts receivable ​ ( 932 ) ​ 221 Income taxes receivable ​ ( 24 ) ​ ( 250 ) Prepaid expenses and other current assets ​ ( 959 ) ​ ( 660 ) Accounts payable and other accrued liabilities ​ ( 88 ) ​ 996 Payroll, benefits and deferred compensation ​ ​ 790 ​ ​ 429 Accrued taxes ​ 87 ​ 265 Deferred revenue and other liabilities ​ ​ 301 ​ ​ 270 Net cash flows from operating activities ​ 9,716 ​ 9,233 NET CASH FLOWS USED IN INVESTING ACTIVITIES: ​ ​ ​ ​ Purchases of property and equipment ​ $ ( 4,752 ) ​ $ ( 4,020 ) Life insurance premiums paid ​ ( 407 ) ​ ( 978 ) Payments for purchases of dental practices ​ ( 2,438 ) ​ ( 803 ) Loans to related parties evidenced by promissory notes ​ ​ ( 600 ) ​ ​ — Net cash flows used in investing activities ​ ( 8,197 ) ​ ( 5,801 ) CASH FLOWS USED IN FINANCING ACTIVITIES: ​ ​ ​ ​ Gross borrowings on line of credit ​ $ — ​ $ 14,903 Gross repayments on line of credit ​ — ​ ( 14,903 ) Dental practice purchase payments on deferred notes ​ ( 134 ) ​ ( 333 ) Net change in checks issued in excess of cash balances ​ ( 1,201 ) ​ ( 1,504 ) Payments of long-term debt ​ ( 947 ) ​ ( 957 ) Payments of capital lease obligation ​ ( 24 ) ​ ( 22 ) Cash paid for share repurchase ​ — ​ ( 396 ) Net cash flows used in financing activities ​ ( 2,306 ) ​ ( 3,212 ) NET CHANGE IN CASH AND CASH EQUIVALENTS ​ ( 787 ) ​ 220 CASH AND CASH EQUIVALENTS – Beginning of period ​ 25,185 ​ 2,672 CASH AND CASH EQUIVALENTS – End of period ​ $ 24,398 ​ $ 2,892 SUPPLEMENTAL CASH FLOW INFORMATION: ​ ​ ​ ​ Schedule of interest and income taxes paid (received): ​ ​ ​ ​ ​ ​ Interest ​ $ 549 ​ $ 658 Income taxes ​ ​ ( 847 ) ​ ​ 2,056 Non-cash transactions: ​ ​ ​ ​ ​ ​ Purchases of property and equipment in accounts payable ​ ​ 689 ​ ​ 631 ​ 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 219 dentists across 87 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 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 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. 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 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 and our CODM 6 Table of Contents allocates assets at that level. The CODM has overall responsibility and accountability for the profitability and cash flows of the Company. 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 ​ ​ June 30, ​ June 30, ​ ​ 2026 ​ 2025 ​ 2026 ​ 2025 ​ ​ (in thousands) ​ (in thousands) Salaries and Benefits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Doctor compensation and benefits ​ $ 20,765 ​ $ 16,744 ​ $ 41,527 ​ $ 32,666 Clinical team member salaries and benefits ​ 21,349 ​ 20,352 ​ 42,482 ​ 40,067 Total Salaries and Benefits ​ $ 42,114 ​ $ 37,096 ​ $ 84,009 ​ $ 72,733 Other Practice Expenses ​ ​ ​ ​ ​ ​ ​ ​ MinnesotaCare tax ​ $ 1,180 ​ $ 1,127 ​ $ 2,301 ​ $ 2,180 Other expenses of practices (1) ​ 2,656 ​ 2,483 ​ 5,369 ​ 4,835 Total – Other Operating expense ​ $ 3,836 ​ $ 3,610 ​ $ 7,670 ​ $ 7,015 (1) Other expenses of practices include software and subscription costs, repairs and maintenance costs, recruiting, travel and entertainment, insurance, and other operating costs. 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 notes. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ 2025 ​ ​ (in thousands) Practice acquisition notes – January 1 ​ $ 956 ​ $ 1,141 Additions related to acquisitions ​ 544 ​ ​ 1,006 Reinstatement ​ ​ — ​ ​ 74 Payments advanced to seller ​ ​ ( 134 ) ​ ​ ( 1,135 ) Practice acquisition notes – June 30 ​ $ 1,366 ​ $ 1,086 ​ Revenue Recognition — Our affiliated dental practices generate their revenue from services provided to patients. 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 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. 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 7 Table of Contents 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: ● 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 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended ​ ​ ​ For the six months ended ​ ​ June 30, ​ June 30, ​ ​ 2026 ​ ​ ​ 2025 ​ 2026 ​ ​ ​ 2025 ​ ​ (in thousands) ​ (in thousands) Third-party payors ​ $ 43,671 ​ $ 44,438 ​ $ 87,202 ​ $ 86,430 Patients ​ 22,541 ​ 18,560 ​ 41,705 ​ 35,605 Total all payors ​ $ 66,212 ​ $ 62,998 ​ $ 128,907 ​ $ 122,035 ​ 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 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 8 Table of Contents 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. A summary of the Company’s changes in deferred revenue for the six months ended June 30, 2026 and 2025, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (in thousands) Deferred revenue - January 1 ​ $ 1,411 ​ $ 1,432 Recognition of prior deferred revenue in the current period ​ ( 1,096 ) ​ ( 1,063 ) Deferral of revenue ​ 1,330 ​ 1,063 Deferred revenue - June 30 ​ $ 1,645 ​ $ 1,432 ​ ​ 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): 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 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. 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 9 Table of Contents 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 2026 acquisitions during fiscal year 2026. Acquisitions completed in the six months ended June 30, 2026 and 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, ​ ​ ​ ​ 2026 ​ 2025 ​ ​ (in thousands) Dental supplies ​ $ 20 ​ $ 10 Property and equipment ​ 172 ​ 61 Right of use lease asset ​ ​ 1,066 ​ ​ 68 Patient lists ​ 2,679 ​ 434 Goodwill ​ 154 ​ 512 Right of use lease liability ​ ​ ( 1,066 ) ​ ​ ( 68 ) Liabilities assumed ​ ​ ( 43 ) ​ ​ ( 11 ) Assets acquired and liabilities assumed ​ $ 2,982 ​ $ 1,006 Total purchase price ​ $ 2,982 ​ $ 1,006 Issuance of amounts due to sellers – acquisitions ​ ( 544 ) ​ ( 203 ) Cash paid in business combinations ​ $ 2,438 ​ $ 803 ​ 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. ​ ​ 3. REVENUE 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 ​ ​ June 30, ​ June 30, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (in thousands) ​ (in thousands) General dentistry ​ $ 48,887 ​ $ 46,534 ​ $ 95,010 ​ $ 89,887 Multi-Specialty dentistry ​ 17,325 ​ 16,464 ​ 33,897 ​ 32,148 Revenue ​ $ 66,212 ​ $ 62,998 ​ $ 128,907 ​ $ 122,035 ​ ​ 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 Minnesota, Wisconsin, and Arizona. 10 Table of Contents The mix of receivables from patients and third-party payors are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ June 30, 2026 ​ December 31, 2025 ​ ​ (in thousands) Patients 32 % ​ 32 % Third-party payors 68 ​ 68 ​ Totals 100 % ​ 100 % ​ 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. 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 June 30, 2026 and December 31, 2025, cash deposits in excess of the federally insured amounts were $ 23,819 and $ 24,618 , respectively. 5. PROPERTY AND EQUIPMENT ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ ​ ​ June 30, 2026 ​ ​ ​ December 31, 2025 ​ ​ (in thousands) Land ​ $ 46 ​ $ 46 Buildings ​ 140 ​ 140 Computer equipment ​ 17,908 ​ 17,393 Furniture and fixtures, and signage ​ 7,812 ​ 7,614 Dental equipment ​ 51,453 ​ 49,707 Leasehold improvements ​ 47,271 ​ 45,092 Total property and equipment ​ 124,630 ​ 119,992 Less accumulated depreciation ​ 94,589 ​ 90,706 Property and equipment – net ​ $ 30,041 ​ $ 29,286 ​ 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. ​ 11 Table of Contents 6. GOODWILL AND INTANGIBLE ASSETS Changes in the carrying amount of Goodwill for the six months ended June 30, 2026 and 2025, consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ 2025 ​ ​ (in thousands) Goodwill ​ ​ ​ ​ ​ ​ Balance – January 1 ​ $ 17,178 ​ $ 16,559 Goodwill acquired ​ 154 ​ 512 Measurement period adjustments ​ ​ 4 ​ ​ — Balance - June 30 ​ $ 17,336 ​ $ 17,071 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2026 ​ ​ ​ ​ Gross Carrying ​ ​ ​ Accumulated ​ ​ ​ Net Carrying ​ ​ Amount ​ Amortization ​ Value ​ ​ (in thousands) Amortizable intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Trademarks ​ $ 1,950 ​ ​ 1,950 ​ $ — Patient lists ​ 20,619 ​ 7,364 ​ 13,255 Total intangible assets ​ $ 22,569 ​ $ 9,314 ​ $ 13,255 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ 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: ​ ​ ​ ​ ​ ​ ​ (in thousands) Remaining 2026 ​ ​ ​ $ 687 2027 ​ 1,375 2028 ​ 1,375 2029 ​ 1,233 2030 ​ 1,200 Thereafter ​ 7,385 Total ​ $ 13,255 ​ ​ 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. 12 Table of Contents ​ 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. 8. LINE O F 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. 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 . 9. LONG-TERM DEBT Long-term debt consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ June 30, 2026 ​ ​ ​ December 31, 2025 ​ ​ (in thousands) Bank term loan ​ $ 8,822 ​ $ 9,750 Subordinated notes payable ​ 2,165 ​ 2,165 Notes payable to former dentist shareholders for the redemption of shares ​ 46 ​ 65 Totals ​ 11,033 ​ 11,980 Less – current maturities ​ 1,896 ​ 1,895 Long-term portion ​ $ 9,137 ​ $ 10,085 ​ ​ Scheduled principal payments on long-term debt at June 30, 2026, are summarized as follows: ​ ​ ​ ​ ​ ​ ​ (in thousands) Remaining 2026 ​ $ 948 2027 ​ ​ 1,884 2028 ​ ​ 1,857 2029 ​ ​ 4,179 2030 ​ ​ — Thereafter ​ ​ 2,165 Total ​ $ 11,033 ​ 13 Table of Contents 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 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 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 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. 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 $ 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 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 $ 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. ​ ​ 10. DEFERRED COMPENSATION Park Dental Partners, Inc. and its affiliated dental practices have four deferred compensation plans. Only the Non-qualified Deferred Compensation Plan is still active, while balances in all other plans have been closed to new participation. ● Active Deferred Compensation 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 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 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 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. 14 Table of Contents 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 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. ​ 15 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred Compensation – Inactive ​ ​ As of June 30, 2026 ​ ​ Professional ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Employee ​ Equity ​ ​ ​ ​ Deferred ​ ​ Compensation ​ Accumulation ​ Phantom ​ Compensation Plans –  ​ ​ Plan ​ ​ ​ Plan ​ ​ ​ Equity Plan ​ ​ ​ Inactive ​ ​ (in thousands) Deferred compensation ​ $ 42,753 ​ $ 1,151 ​ $ 1,110 ​ $ 45,014 Payroll, benefits and short-term deferred compensation ​ 1,300 ​ 67 ​ 301 ​ 1,668 Total Liability ​ $ 44,053 ​ $ 1,218 ​ $ 1,411 ​ $ 46,682 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ June 30, 2026 ​ ​ ​ December 31, 2025 Total Common unrestricted shares ​ 4,704,780 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. 16 Table of Contents 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. 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. The following table summarizes activity in unvested restricted stock awards and RSUs for the six months ended June 30, 2026: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Number of ​ Average Grant ​ ​ RSs ​ ​ ​ Date Fair Value ​ ​ (in thousands) ​ ​ ​ Unvested awards - January 1 2,493 ​ 7.04 RSs and RSUs granted ​ 159 ​ ​ 17.80 Awards vested ( 458 ) ​ 6.82 Awards forfeited ​ ( 10 ) ​ ​ 8.50 Unvested awards - June 30 2,184 ​ $ 7.87 ​ The following table summarizes the mix of unvested restricted stock awards and restricted stock units outstanding as of June 30, 2026: ​ ​ ​ ​ ​ Number of ​ ​ RSs ​ ​ (in thousands) Restricted share awards ​ 2,029 Restricted share units ​ 155 Total ​ 2,184 ​ 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 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. 17 Table of Contents 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 ​ For the Six Months Ended ​ ​ June 30, ​ June 30, ​ ​ ​ ​ 2026 ​ ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (in thousands, except per share amounts) Net income available to PARK common shareholders $ 1,349 ​ $ 2,570 ​ $ 959 ​ $ 4,136 Earnings per share attributable to PARK common shareholders: ​ ​ ​ ​ ​ Basic $ 0.30 ​ $ 1.45 $ 0.21 ​ $ 2.33 Diluted $ 0.22 ​ $ 1.45 $ 0.16 ​ $ 2.33 Weighted-average number of common stock shares outstanding 4,571 ​ 1,773 4,478 ​ 1,778 Dilutive impact of share based awards and warrants 1,664 ​ — 1,614 ​ — Weighted-average number of common stock shares outstanding – diluted ​ 6,235 ​ 1,773 6,092 ​ 1,778 Anti-dilutive restricted stock excluded from diluted EPS computation ​ — ​ 3,477 — ​ 3,539 ​ ​ 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. 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 ​ ​ June 30, ​ June 30, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ 2026 ​ ​ ​ 2025 ​ (in thousands) ​ ​ ​ (in thousands) Lease Cost $ 2,136 $ 1,949 $ 4,215 ​ $ 3,861 ​ 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. ​ 18 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ June 30, 2026 ​ ​ ​ December 31, 2025 ​ ​ (in thousands) Lease right of use assets – operating leases ​ $ 45,245 ​ $ 44,542 Lease liabilities: ​ ​ ​ ​ Current operating leases ​ $ 6,947 ​ $ 6,711 Non-current operating leases ​ 42,119 ​ 41,659 Total lease liabilities ​ $ 49,066 ​ $ 48,370 ​ 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. 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 ​ ​ ​ June 30, 2026 ​ ​ ​ December 31, 2025 Weight-average discount rate-operating leases ​ ​ 4.08 % ​ 3.86 % Weight-average remaining lease term-operating leases ​ ​ 9.36 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 ​ For the Six Months Ended ​ ​ June 30, ​ June 30, ​ ​ 2026 ​ ​ ​ 2025 ​ 2026 ​ ​ ​ 2025 ​ ​ (in thousands) ​ (in thousands) Non-cash information – right of use assets obtained in exchange for lease liabilities – operating leases ​ $ 2,105 ​ $ 1,415 ​ $ 3,583 ​ $ 4,110 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 19 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 June 30, 2026, are summarized as follows: ​ ​ ​ ​ ​ ​ ​ (in thousands) Remaining 2026 ​ $ 4,394 2027 ​ 8,483 2028 ​ 7,552 2029 ​ 6,316 2030 ​ 5,301 Thereafter ​ 27,193 Total lease payments ​ 59,239 Less liability accretion ​ ( 10,173 ) Present value of lease liabilities ​ $ 49,066 ​ 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 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. 14. VARIABLE INTEREST ENTITIES Our affiliated dental practices employ dentists, contract with payors, and provide dental services to patients in 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 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. 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. ​ 20 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 condensed consolidated financial statements of Park Dental Partners, Inc. are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ June 30, 2026 ​ ​ ​ December 31, 2025 ​ ​ (in thousands) TOTAL ASSETS ​ $ 43,478 ​ $ 41,269 TOTAL LIABILITIES ​ $ 34,984 ​ $ 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 $ 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 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 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. 16. SUBSEQUENT EVENTS 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. ****** ​ 21 Table of Contents