What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-10 compared with 2026-05-04 · 130 added, 85 removed, 487 unchanged (31% of the section changed)

6 unchanged sentences

Net investment in leases

Income taxes receivable

Prepaid expenses and other current assets

23 unchanged sentences

Total liabilities

Commitments and Contingencies (see Note 9)

Stockholders’ equity:

Preferred stock, $ 0.001 par value, 50,000,000 shares authorized;

none issued and outstanding as of March 31, 2026 and December 31, 2025

none issued and outstanding as of June 30, 2026 and December 31, 2025

Common stock, $ 0.001 par value, 300,000,000 shares authorized;

22,710,160 shares issued and outstanding as of March 31, 2026;

22,701,241 shares issued and outstanding as of June 30, 2026;

22,438,926 shares issued and outstanding as of December 31, 2025

7 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands, except share and per share data)

14 unchanged sentences

Total operating expenses

Loss from operations

Income (loss) from operations

Interest income

Interest expense

Loss before income taxes

Income tax expense (benefit)

Net loss per common share

Weighted-average common shares used to compute net loss per common share

Income before income taxes

Income tax (benefit) expense

Net income per common share

Weighted-average common shares used to compute net income per common share

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

(In thousands, except share data)

(Accumulated Deficit)

Balances, March 31, 2026

Stock-based compensation

Exercise of common stock options and vesting of performance and restricted stock units

Share repurchases

Common shares issued for employee stock purchase plan

Net income for the period

Balances, June 30, 2026

Balances, December 31, 2025

2 unchanged sentences

Share repurchases

Net loss for the period

Common shares issued for employee stock purchase plan

Net income for the period

Balances, June 30, 2026

Balances, March 31, 2025

Stock-based compensation

Exercise of common stock options and vesting of performance and restricted stock units

Share repurchases

( 1,507,496 )

Common shares issued for employee stock purchase plan

Net income for the period

Balances, June 30, 2025

Balances, December 31, 2024

2 unchanged sentences

Share repurchases

Net loss for the period

Balances, March 31, 2025

( 2,143,099 )

Common shares issued for employee stock purchase plan

Net income for the period

Balances, June 30, 2025

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands)

Cash flows from operating activities

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

11 unchanged sentences

Accrued expenses and other liabilities

Net cash (used in) provided by operating activities

Net cash provided by operating activities

Cash flows from investing activities

2 unchanged sentences

Intangible assets expenditures

Payment for exclusive distribution agreement

Net cash used in investing activities

2 unchanged sentences

Proceeds from exercise of common stock options

Proceeds from the issuance of common stock from the employee stock purchase plan

Payments for repurchases of common stock

13 unchanged sentences

Tactile Systems Technology, Inc.

(“we,” “us,” “our,” and the “Company”) manufactures and distributes medical devices for the treatment of patients with underserved chronic diseases at home.

Our lymphedema product portfolio includes Flexitouch® Plus, Entre™ Plus and Nimbl systems, which help control symptoms of lymphedema, a chronic progressive medical condition, through our direct sales force for use in the home and sell or rent them through vascular, wound and lymphedema clinics throughout the United States.

(“we,” “us,” “our,” and the “Company”) manufactures and distributes medical devices for the treatment of patients with underserved chronic diseases in the home.

Our lymphedema product portfolio includes the Flexitouch® Plus, Entre™ Plus, and Nimbl compression device systems, which help manage the symptoms of lymphedema, a chronic and progressive medical condition.

We market these products through a direct sales force that engages healthcare providers involved in the diagnosis and treatment of lymphedema, including vascular specialists, vein and wound care clinicians, oncology providers, and certified lymphedema therapists throughout the United States.

Our lymphedema products are prescribed for home use and are sold or rented to patients through commercial and government channels, including the Department of Veterans Affairs.

On September 8, 2021, we acquired the assets of the AffloVest airway clearance business (“AffloVest Acquisition”).

4 unchanged sentences

LymphaTech is a medical technology company pioneering a digital, three-dimensional (the “3D”) full body measurement and monitoring platform designed specifically for lymphedema .

On April 24, 2026, we entered into a 3 -year exclusive distribution agreement with ElastiMed, Inc.

to bring MyoSleeve™, a discreet, wearable non-pneumatic compression device for the lower leg, to Department of Veterans Affairs (“VA”) and Department of Defense (“DoD”) patients across the United States.

Under the agreement, we received exclusive rights to distribute MyoSleeve through the VA and DoD channels and limited non-exclusive distribution rights in the broader U.S.

commercial market, subject to certain contractual conditions.

In exchange for these rights, we made a $ 3.0 million upfront payment in the second quarter of 2026, which was recorded as an intangible asset and will be amortized on a straight-line basis beginning on the date the product is commercially available for sale, which is expected to be in the second half of 2026.

We were originally incorporated in Minnesota under the name Tactile Systems Technology, Inc.

10 unchanged sentences

We typically experience higher revenue in the third and fourth quarters of the year when patients have met their annual insurance deductibles, thereby reducing their out-of-pocket costs for our products, and because patients desire to exhaust their flexible spending accounts at year end.

This seasonality applies only to purchases and rentals of our products by patients covered by commercial insurance and is not relevant to Medicare, Medicaid or the Veterans Administration, as those payers either do not have plans that have declining deductibles over the course of the plan year and/or do not have plans that include patient deductibles for purchases or rentals of our products.

This seasonality applies only to purchases and rentals of our products by patients covered by commercial insurance and is not relevant to Medicare, Medicaid or the Veterans Administration, as those

payers either do not have plans that have declining deductibles over the course of the plan year and/or do not have plans that include patient deductibles for purchases or rentals of our products.

Basis of Presentation

2 unchanged sentences

In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included.

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, or for any other interim period or for any future year.

The results for the six months ended June 30, 2026, are not necessarily indicative of results to be expected for the year ending December 31, 2026, or for any other interim period or for any future year.

The condensed consolidated interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.

9 unchanged sentences

Significant Accounting Policies

There were no material changes in our significant accounting policies during the three months ended March 31, 2026.

There were no material changes in our significant accounting policies during the six months ended June 30, 2026.

See Note 3 – “Summary of Significant Accounting Policies” to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, for information regarding our significant accounting policies.

9 unchanged sentences

Targeted Improvements to the Accounting for Internal-Use Software” which modernizes the accounting for internal-use software costs to better align with the way that software is currently developed.

The update removes all reference to the project stages of software development and establishes two criteria that must be met to begin capitalizing software costs.

The update removes all references to the project stages of software development and establishes two criteria that must be

met to begin capitalizing software costs.

This update is effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted.

7 unchanged sentences

(In thousands)

At March 31, 2026

At June 30, 2026

At December 31, 2025

11 unchanged sentences

Addition for acquisition

Goodwill at March 31, 2026

Goodwill at June 30, 2026

Intangible Assets

Our patents and other intangible assets are summarized as follows:

At March 31, 2026

At June 30, 2026

(In thousands)

13 unchanged sentences

Total intangible assets

Amortization expense was $ 0.9 million and $ 1.0 million for the three months ended March 31, 2026 and 2025, respectively, of which $ 0.3 million in each of the three months ended March 31, 2026 and 2025, was recorded in cost of sales revenue.

Amortization expense was $ 1.1 million and $ 0.9 million for the three months ended June 30, 2026 and 2025, respectively, and $ 2.0 million and $ 1.9 million for the six months ended June 30, 2026 and 2025, respectively, of which $ 0.5 million and $ 0.3 million for the three months ended June 30, 2026 and 2025, respectively, and $ 0.8 million and $ 0.6 million for the six months ended June 30, 2026 and 2025, respectively, was recorded in cost of sales revenue.

Future amortization expenses are expected as follows:

(In thousands)

2026 (April 1 - December 31)

2026 (July 1 - December 31)

In the third quarter of 2025, we performed our annual goodwill impairment test utilizing both the qualitative and quantitative approach described in FASB ASU No.

2021-03, “Intangibles—Goodwill and Other (Topic 350) – Accounting Alternative for Evaluating Triggering Events.” Based on the testing using the qualitative approach, it was determined that it was not more likely than not that the fair value of the reporting unit was less than the carrying value.

unit was less than the carrying value.

As a result, it was not deemed necessary to proceed to the quantitative test and no impairment was recognized.

2 unchanged sentences

(In thousands)

At March 31, 2026

At June 30, 2026

At December 31, 2025

6 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands)

12 unchanged sentences

The 2025 Credit Agreement removed the provisions from the Prior Credit Agreement related to a committed term loan, such that the only term loan related provisions in the 2025 Credit Agreement relate to our ability to request uncommitted incremental term loan facilities and/or an increase in the amount of the revolving loans available under the 2025 Credit Agreement in an amount not to exceed $ 25.0 million in the aggregate, subject to the satisfaction of certain conditions.

Amounts drawn under the revolving credit facility bear interest, at our option, at a rate equal to (a) the highest of (i) the prime rate, (ii) the federal funds rate plus 0.50 % and (iii) Adjusted Term SOFR (defined as term Secured Overnight Financing Rate) for a one-month tenor plus 1 % (the “Base Rate”) plus an applicable margin or (b) Adjusted Term SOFR for an interest period of one, three or six months, at our option, plus the applicable margin.

margin or (b) Adjusted Term SOFR for an interest period of one, three or six months, at our option, plus the applicable margin.

The applicable margin is 0.75 % to 1.75 % on loans bearing interest at the Base Rate and 1.75 % to 2.75 % on loans bearing interest at Adjusted Term SOFR, in each case depending on our consolidated total leverage ratio.

2 unchanged sentences

In addition, the 2025 Credit Agreement includes customary negative covenants, including a restricted payment covenant that permits the Company to repurchase shares of its common stock and make certain other payments, as long as the Company is not in default under the 2025 Credit Agreement, has a consolidated total leverage ratio of no greater than 1.75 to 1.00, and has liquidity of not less than $ 30.0 million, in each case both before and after giving effect to such stock repurchases or the making of such payments.

As of March 31, 2026, we were in compliance with all covenants under the 2025 Credit Agreement.

As of June 30, 2026, we were in compliance with all covenants under the 2025 Credit Agreement.

Our obligations under the 2025 Credit Agreement are secured by a security interest in substantially all of our and our subsidiary’s assets and are also guaranteed by our subsidiary.

As of March 31, 2026, we had no outstanding borrowings under the 2025 Credit Agreement .

As of June 30, 2026, we had no outstanding borrowings under the 2025 Credit Agreement .

Commitments and Contingencies

13 unchanged sentences

These leases are typically greater than one year with fixed, escalating rents over the noncancelable terms and, therefore, ROU operating lease assets and operating lease liabilities are recorded on the Condensed Consolidated Balance Sheets, with rent expense recognized on a straight-line basis over the term of the lease.

The remaining lease terms vary from approximately one to five years as of March 31, 2026.

The remaining lease terms vary from approximately one to five years as of June 30, 2026.

We entered into a lease (“initial lease”) in October 2018, for approximately 80,000 square feet of office space for our new corporate headquarters in Minneapolis, Minnesota.

In December 2018, we amended the initial lease to add approximately 29,000 square feet of additional office space, which is accounted for as a separate lease (“second lease”) in accordance with ASU No.

In December 2018, we amended the

initial lease to add approximately 29,000 square feet of additional office space, which is accounted for as a separate lease (“second lease”) in accordance with ASU No.

2016-02, “Leases” (Topic 842) (“ASC 842”).

6 unchanged sentences

We also have operating lease agreements for certain computer and office equipment.

The remaining lease terms as of March 31, 2026, ranged from less than one year to approximately three years with fixed monthly payments that are included in the ROU operating lease assets and operating lease liabilities.

The remaining lease terms as of June 30, 2026, ranged from less than one year to approximately two years with fixed monthly payments that are included in the ROU operating lease assets and operating lease liabilities.

The leases provide an option to purchase the related equipment at fair market value at the end of the lease.

leases will automatically renew as a month-to-month rental at the end of the lease if the equipment is not purchased or returned.

The leases will automatically renew as a month-to-month rental at the end of the lease if the equipment is not purchased or returned.

Lease Position, Undiscounted Cash Flow and Supplemental Information

1 unchanged sentence

(In thousands)

At March 31, 2026

At June 30, 2026

At December 31, 2025

4 unchanged sentences

Weighted average discount rate

Three Months Ended March 31,

Six Months Ended June 30,

Supplemental cash flow information for our operating leases:

2 unchanged sentences

(In thousands)

2026 (April 1 - December 31)

2026 (July 1 - December 31)

Total minimum lease payments

3 unchanged sentences

Non-current obligations under operating lease liabilities

Operating lease costs were $ 0.9 million for each of the three months ended March 31, 2026 and 2025.

Operating lease costs were $ 0.9 million for each of the three months ended June 30, 2026 and 2025.

Operating lease costs were $ 1.8 million for each of the six months ended June 30, 2026 and 2025.

Major Vendors

We had purchases from one vendor that accounted for 13 % of our total purchases for each of the three months ended March 31, 2026 and 2025.

We had purchases from one vendor that accounted for 10 % and 12 % of our total purchases for the three months ended June 30, 2026 and 2025, respectively.

We had purchases from one vendor that accounted for 11 % and 12 % of our total purchases for the six months ended June 30, 2026 and 2025, respectively.

Purchase Commitments

We issued purchase orders prior to March 31, 2026, totaling $ 35.6 million for goods that we expect to receive within the next year.

We issued purchase orders prior to June 30, 2026, totaling $ 39.4 million for goods that we expect to receive within the next year.

Retirement Plan

We maintain a 401(k) retirement plan for our employees in which eligible employees can contribute a percentage of their pre-tax compensation.

We recorded an expense related to our discretionary contributions to the 401(k) plan of $ 0.8 million and $ 0.7 million for the three months ended March 31, 2026 and 2025, respectively.

We recorded an expense related to our discretionary contributions to the 401(k) plan of $ 0.8 million and $ 0.7 million for the three months ended June 30, 2026 and 2025, respectively, and $ 1.6 and $ 1.4 million for the six months ended June 30, 2026 and 2025, respectively.

Legal Proceedings

12 unchanged sentences

The Gorham Complaint alleges that we submitted false claims and made false statements in connection with the Medicare, Medicare Advantage plans, Medicaid and other government payers, in violation of the Federal False Claims Act and submitted false claims resulting from kickbacks in violation of the Federal False Claims Act and the Federal Anti-Kickback Statute.

Both complaints seek damages, statutory penalties, attorneys’ fees, and costs.

Both complaints seek

damages, statutory penalties, attorneys’ fees, and costs.

On February 24, 2025, the parties (the relators under both complaints and the Company) filed a joint motion requesting that both matters (hereinafter the “Actions”) be stayed until November 25, 2025, to provide time for the government to review and assess sample claims for the purpose of assessing the allegations.

2 unchanged sentences

On April 14, 2026, the affected parties (government, relators, and the Company) reached an agreement in principle to settle the Actions for an aggregate payment by the Company of approximately $ 0.6 million, plus relators’ attorneys’ fees and costs.

In connection with the agreement in principle, the Company recorded an accrual of approximately $ 1.0 million, inclusive of the proposed settlement amount and estimated relators’ attorneys’ fees and related costs, which is reflected in accrued expenses on the Condensed Consolidated Balance Sheet as of March 31, 2026.

The accrual amount is based on several factors, conditions, and estimates, and the ultimate resolution of the Actions is subject to negotiation of final terms, approval by the parties and the execution of a definitive settlement agreement.

If no settlement is approved, we intend to continue to defend these Actions as they proceed, but we cannot predict with any degree of certainty their ultimate resolution or determine whether, or to what extent, any loss with respect to these Actions may exceed the amount that we have accrued.

On July 14, 2026, the parties (government, relators, and the Company) executed the final settlement agreement resolving the Actions for an aggregate payment by the Company of approximately $ 0.6 million, plus relators’ attorneys’ fees and costs in an amount to be determined.

Stockholders' Equity

7 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands, except share and per share data)

2 unchanged sentences

Average total cost per repurchased share

As of March 31, 2026, approximately $ 23.9 million of authorized share repurchases were remaining under the share repurchase program.

As of June 30, 2026, approximately $ 18.7 million of authorized share repurchases were remaining under the share repurchase program.

We expect that repurchases will be funded through available cash balances and ongoing business operating cash generation.

5 unchanged sentences

The 2025 Plan provides for the issuance of up to 1,850,000 shares of our common stock, plus the number of shares subject to any award under the 2016 Equity Incentive Plan (the “2016 Plan”) that was outstanding on May 7, 2025 and that later expires, is cancelled or forfeited, is settled for cash or otherwise does not result in the issuance of all of the shares subject to such award.

As of March 31, 2026, 1,503,952 shares were available for future grant pursuant to the 2025 Plan.

As of June 30, 2026, 1,449,457 shares were available for future grant pursuant to the 2025 Plan.

Following our stockholders’ approval of the 2025 Plan on May 7, 2025, no additional grants will be made under the 2016 Plan.

However, outstanding awards under the 2016 Plan will continue to be governed by their respective original terms.

We recorded stock-based compensation expense of $ 1.8 million and $ 2.1 million for the three months ended March 31, 2026 and 2025, respectively.

We recorded stock-based compensation expense of $ 2.3 million and $ 1.9 million for the three months ended June 30, 2026 and 2025, respectively, and $ 4.0 million for each of the six months ended June 30, 2026 and 2025.

This expense was allocated as follows:

Three Months Ended

Six Months Ended

(In thousands)

6 unchanged sentences

Stock options issued to participants other than non-employees typically vest over three or four years and typically have a contractual term of seven or ten years .

No stock-based compensation expense was included in the Condensed Consolidated Statements of Operations for stock options for each of the three months ended March 31, 2026 and 2025.

As of March 31, 2026, there was no unrecognized pre-tax stock option expense under our equity compensation plans.

Our stock option activity for the three months ended March 31, 2026, was as follows:

No stock-based compensation expense was included in the Condensed Consolidated Statements of Operations for stock options for each of the three and six months ended June 30, 2026 and 2025.

As of June 30, 2026, there was no unrecognized pre-tax stock option expense under our equity compensation plans.

Our stock option activity for the three months ended June 30, 2026, was as follows:

Exercise Price

4 unchanged sentences

Cancelled/Expired

Balance at March 31, 2026

Options exercisable at March 31, 2026

Balance at June 30, 2026

Options exercisable at June 30, 2026

(1) The exercise price of each option granted during the periods shown was equal to the market price of the underlying stock on the date of grant.

1 unchanged sentence

The aggregate intrinsic value of options outstanding represents the difference between the exercise price of the option and the closing stock price of our common stock on the last trading day of the period.

Options exercisable of 366,517 as of March 31, 2025, had a weighted-average exercise price of $ 41.49 per share.

Options exercisable of 272,690 as of June 30, 2025, had a weighted-average exercise price of $ 41.45 per share.

Time-Based Restricted Stock Units

1 unchanged sentence

Time-based restricted stock units vest over one to three years .

Stock-based compensation expense included in the Condensed Consolidated Statements of Operations for time-based restricted stock units was $ 1.3 million and $ 1.5 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, there was approximately $ 10.4 million of total unrecognized pre-tax compensation expense related to outstanding time-based restricted stock units that is expected to be recognized over a weighted-average period of 2.3 years.

Our time-based restricted stock unit activity for the three months ended March 31, 2026, was as follows:

Stock-based compensation expense included in the Condensed Consolidated Statements of Operations for time-based restricted stock units was $ 1.6 million and $ 1.4 million for the three months ended June 30, 2026 and 2025, respectively, and $ 2.9 million for each of the six months ended June 30, 2026 and 2025.

As of June 30, 2026, there was approximately $ 10.4 million of total unrecognized pre-tax compensation expense related to outstanding time-based restricted stock units that is expected to be recognized over a weighted-average period of 2.0 years.

Our time-based restricted stock unit activity for the six months ended June 30, 2026, was as follows:

Average Grant

2 unchanged sentences

Balance at December 31, 2025

Balance at March 31, 2026

Balance at June 30, 2026

(1) The aggregate intrinsic value of restricted stock units outstanding was based on our closing stock price on the last trading day of the period.

5 unchanged sentences

All earned and vested PSUs will be settled in shares of common stock.

Stock-based compensation expense recognized for PSUs was $ 0.3 million and $ 0.4 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, there was approximately $ 4.0 million of total unrecognized pre-tax compensation expense related to outstanding PSUs that is expected to be recognized over a weighted average period of 2.5 years.

Our PSU activity for the three months ended March 31, 2026, was as follows:

Stock-based compensation expense recognized for PSUs was $ 0.5 million and $ 0.3 million for the three months ended June 30, 2026 and 2025, respectively, and $ 0.8 million and $ 0.7 million for the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026, there was approximately $ 3.2 million of total unrecognized pre-tax compensation expense related to outstanding PSUs that is expected to be recognized over a weighted average period of 2.3 years.

Our PSU activity for the six months ended June 30, 2026, was as follows:

Average Grant

2 unchanged sentences

Balance at December 31, 2025

Balance at March 31, 2026

Balance at June 30, 2026

(1) The aggregate intrinsic value of PSUs outstanding was based on our closing stock price on the last trading day of the period.

7 unchanged sentences

Pursuant to the automatic increase feature of the ESPP, 224,381 shares were added as available for issuance thereunder on January 1, 2026 and 240,780 shares were added as available for issuance thereunder on January 1, 2025.

As of March 31, 2026, 1,745,124 shares were available for future issuance under the ESPP.

We recognized stock-based compensation expense associated with the ESPP of $ 0.2 million for each of the three months ended March 31, 2026 and 2025.

As of June 30, 2026, 1,691,730 shares were available for future issuance under the ESPP.

We recognized stock-based compensation expense associated with the ESPP of $ 0.2 million for each of the three months ended June 30, 2026 and 2025, and $ 0.3 million and $ 0.4 million for the six months ended June 30, 2026 and 2025, respectively.

We derive our revenue from the sale and rental of our products to our customers in the United States.

1 unchanged sentence

Three Months Ended

Six Months Ended

(In thousands)

4 unchanged sentences

Airway clearance products

Our revenue by channel, inclusive of sales and rental revenue, for the three months ended March 31, 2026 and 2025, are summarized in the following table:

Our revenue by channel, inclusive of sales and rental revenue, for the three and six months ended June 30, 2026 and 2025, are summarized in the following table:

Three Months Ended

Six Months Ended

(In thousands)

14 unchanged sentences

Completion of these payments represents the fair market value of the equipment, and as such, interest income is not applicable.

Rental revenue for each of the three months ended March 31, 2026 and 2025, was primarily from private insurers and Medicare.

Sales-type lease revenue and the associated cost of revenue for the three months ended March 31, 2026 and 2025, was:

Rental revenue for each of the three and six months ended June 30, 2026 and 2025, was primarily from private insurers and Medicare.

Sales-type lease revenue and the associated cost of revenue for the three and six months ended June 30, 2026 and 2025, was:

Three Months Ended

Six Months Ended

(In thousands)

5 unchanged sentences

Our provision for income taxes included current federal and state income tax expense, as well as deferred federal and state income tax expense.

The effective tax rate for the three months ended March 31, 2026 was an expense of 96.8 % , compared to a benefit of 26.9 % for the three months ended March 31, 2025.

The primary driver of the change in the Company’s effective tax rate was attributable to the Company recording more expense related to stock-based compensation discrete items when compared to the prior year period.

We recorded an income tax expense of $ 0.9 million and an income tax benefit of $ 1.1 million for the three months ended March 31, 2026 and 2025, respectively.

The effective tax rate for the three months ended June 30, 2026 was a benefit of 5.7 % , compared to an expense of 28.9 % for the three months ended June 30, 2025.

The primary driver of the change in the Company’s effective tax rate was attributable to the relative impact of stock-based compensation discrete tax items.

We recorded an income tax benefit of $ 0.4 million and an income tax expense of $ 1.3 million for the three months ended June 30, 2026 and 2025, respectively.

The effective tax rate for the six months ended June 30, 2026 was an expense of 7.0 % , compared to an expense of 46.4 % for the six months ended June 30, 2025.

The primary driver of the change in the Company’s effective tax rate was attributable to the relative impact of stock-based compensation discrete tax items.

We recorded an income tax expense of $ 0.5 million and an income tax expense of $ 0.2 million for the six months ended June 30, 2026 and 2025, respectively.

We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority is more-likely-than-not to sustain the position following an audit.

1 unchanged sentence

The Company currently is not under income tax examination in any jurisdictions.

Net Loss Per Share

The following table sets forth the computation of our basic and diluted net loss per share:

Net Income Per Share

The following table sets forth the computation of our basic and diluted net income per share:

Three Months Ended

Six Months Ended

(In thousands, except share and per share data)

Weighted-average shares outstanding

Weighted-average shares used to compute diluted net loss per share

Net loss per share - Basic

Net loss per share - Diluted

The following common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive:

Weighted-average shares used to compute diluted net income per share

Net income per share - Basic

Net income per share - Diluted

The following common stock equivalents were excluded from the computation of diluted net income per share for the periods presented because including them would have been anti-dilutive:

Three Months Ended

Six Months Ended

Restricted stock units

11 unchanged sentences

Non-financial assets, such as equipment and leasehold improvements, and intangible assets are subject to non-recurring fair value measurements if they are deemed impaired.

The following table provides information regarding the fair value measurement of our contingent consideration liability as of March 31, 2026, according to the three-level fair value hierarchy:

At March 31, 2026

The following table provides information regarding the fair value measurement of our contingent consideration liability as of June 30, 2026, according to the three-level fair value hierarchy:

At June 30, 2026

Quoted Prices

14 unchanged sentences

These unobservable inputs represent a Level 3 measurement because they are supported by little or no market activity and reflect our own assumptions in measuring fair value.

Changes in the fair value subsequent to the acquisition date will be recognized in our consolidated statements of operations.

Any changes in the fair value subsequent to the acquisition date will be recognized in our consolidated statements of operations.

There was no change in fair value for contingent consideration as of June 30, 2026.

The acquisition of LymphaTech was funded by cash on hand.

We recognized transaction costs of $ 0.8 million in the three months ended March 31, 2026.

We recognized transaction costs of $ 0.8 million in the six months ended June 30, 2026.

These costs are reported in Reimbursement, general and administrative expenses in our Condensed Consolidated Statements of Operations.

10 unchanged sentences

The process for estimating the fair values of identifiable intangible assets and certain tangible assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates.

The table below presents the preliminary estimated fair values of assets acquired and liabilities assumed on the acquisition date based on valuations and management estimates.

The purchase price allocation for the LymphaTech acquisition is considered final as of June 30, 2026.

The table below presents the estimated fair values of assets acquired and liabilities assumed on the acquisition date based on valuations and management estimates.

Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions.

The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact our results of operations.

We are still finalizing the allocation of the purchase price, therefore, the fair value estimates assigned to intangible

assets, goodwill and the related tax impacts of the acquisition, among other items, are subject to change as additional information is received to complete our analysis and certain tax returns are finalized.

As a result, the preliminary estimates may be revised during the measurement period, which is 12 months following the acquisition date.

These differences could change the value of the intangible assets acquired, the contingent liabilities assumed, and the tax impacts related to the acquisition and could have a material impact on our results of operations and financial position.

(In thousands)

35 unchanged sentences

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