FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark one)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, ~~2025~~2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission File No: 0-11740

MESA LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

Colorado	84-0872291
(State or other jurisdiction of	(I.R.S. Employer
Incorporation or organization)	Identification number)

12100 West Sixth Avenue
Lakewood, Colorado	80228
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (303) 987-8000

Securities registered under Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common stock, no par value		MLAB		The Nasdaq Stock Market LLC

Securities registered under Section 12(g) of the Act: None

Table of Contents

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting

company ☐

Emerging growth

company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of voting stock held by non-affiliates of the registrant was $~~686~~358 million based upon the closing market price and common shares outstanding as of September 30, ~~2024~~2025.

The number of outstanding shares of the Registrant’s common stock as of May 21, ~~2025~~2026 was 5,~~455~~524,~~437~~931.

This document (excluding exhibits) contains 63 77 pages.

DOCUMENTS INCORPORATED BY REFERENCE

Part III is incorporated by reference from the registrant’s definitive Proxy Statement for its ~~2025~~2026 Annual Meeting of Stockholders or an amendment to this report to be filed no later than 120 days after the close of the registrant's fiscal year.

Table of Contents

Table of Contents

Part I 1 Item 1. Business 1 Item 1A. Risk Factors 7 Item 1B. Unresolved Staff Comments 17 Item 1C. Cybersecurity 17 Item 2. Properties 18 Item 3. Legal Proceedings 18 Item 4. Mine Safety Disclosures 18 Part II 18 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 18 Item 6. Reserved 19 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 27 Item 8. Financial Statements and Supplementary Data 29 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 57 Item 9A. Controls and Procedures 57 Item 9B. Other Information 59 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 59 Part III 60 Item 10. Directors, Executive Officers and Corporate Governance 60 Item 11. Executive Compensation 60 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 60 Item 13. Certain Relationships and Related Transactions, and Director Independence 60 Item 14. Principal Accountant Fees and Services 60 Part IV 61 Item 15. Exhibits and Financial Statement Schedules 61 Item 16. Form 10-K Summary 62 Signatures 63

Part I	1
Item 1. Business	1
Item 1A. Risk Factors	8
Item 1B. Unresolved Staff Comments	23
Item 1C. Cybersecurity	23
Item 2. Properties	24
Item 3. Legal Proceedings	24
Item 4. Mine Safety Disclosures	24

Part II	25
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
Item 6. Reserved	26
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	36
Item 8. Financial Statements and Supplementary Data	37
Consolidated Balance Sheets	40
Consolidated Statements of Operations	41
Consolidated Statements of Comprehensive Income (Loss)	42
Consolidated Statements of Stockholders’ Equity	43
Consolidated Statements of Cash Flows	44
Notes to Consolidated Financial Statements	45
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	72
Item 9A. Controls and Procedures	72
Item 9B. Other Information	73
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	73

Part III	73
Item 10. Directors, Executive Officers and Corporate Governance	73
Item 11. Executive Compensation	74
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	74
Item 13. Certain Relationships and Related Transactions, and Director Independence	74
Item 14. Principal Accountant Fees and Services	74

Part IV	75
Item 15. Exhibits and Financial Statement Schedules	75
Item 16. Form 10-K Summary	76
Signatures	77

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Forward-Looking Statements

This Annual Report on Form 10-K ("this annual report") contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements in this ~~Report~~annual ~~on Form 10-K~~report do not constitute guarantees of future performance. Investors are cautioned that statements in this ~~Report~~annual onreport ~~Form 10-K~~ which are not strictly historical statements, including, without limitation, express or implied statements or guidance regarding current or future financial performance and position, management’s strategy, plans and objectives for future operations or acquisitions, product development and sales, product research and development, regulatory approvals, selling, general and administrative expenditures, intellectual property, development and manufacturing plans, availability of materials and products, the direct and indirect effects of tariffs and uncertainty regarding tariff policies, adequacy of capital resources and financing plans constitute forward-looking statements, competitive factors, tax rates and cost savings. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which the Company operates, and management’s current beliefs and assumptions. In addition, other written and oral statements that constitute forward-looking statements may be made by the Company or on the Company’s behalf. Words such as “expect,” “anticipate,” “intend,” “plan,” “seek,” “believe,” “could,” “estimate,” “may,” “target,” “project,” or variations of such words and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, including those discussed in Item 1A. “Risk Factors,” and elsewhere in this report. We disclaim any obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

Part I

Item 1. Business

In this ~~Annual~~annual ~~Report on Form 10-K~~report, Mesa Laboratories, Inc., a Colorado corporation, together with its subsidiaries is collectively referred to as “we,” “us,” “our,” the “Company,” or "“Mesa."” Mesa was organized in 1982 as a Colorado corporation.

General

We are a global leader in the design and manufacture of life sciences tools and critical quality control solutions for regulated applications in the pharmaceutical, healthcare and medical device industries. ~~Mesa~~We ~~offers~~ offer products and services to help our customers ensure product integrity, increase patient and worker safety, and improve the quality of life throughout the world. We have manufacturing operations in the United States and Europe, and our products are marketed by our sales personnel in North America, Europe and the Asia Pacific region ("APAC"), and by independent distributors ~~in these areas as well as~~ throughout the ~~rest of the~~ world. ~~We prefer markets in which we can establish a strong presence and achieve high gross profit margins.~~

We are headquartered in Lakewood, Colorado and our common stock is listed for trading on the Nasdaq Global Market (“Nasdaq”) under the symbol MLAB.

Our fiscal year ends on March 31. References in this ~~Annual~~ ~~Report on Form 10-K (“~~annual report”) to a particular “fiscal year,” “year” or “year-end” ~~mean~~refer to our fiscal year.

Strategy

We strive to create stakeholder value and further our purpose of Protecting the Vulnerable® by growing our business both organically and through acquisitions, by improving our operating efficiency, and by continuing to hire, develop and retain top talent. As a business, we commit to our purpose of Protecting the Vulnerable® every day by taking a customer-focused approach to developing, building and delivering our products and services. By delivering the highest quality products and services possible, we are committed to protecting the communities we serve.

Our revenues ~~come~~are derived from ~~product~~sales of products and services. Product sales, ~~which~~consist ~~include~~ primarily of consumables and hardware, ~~and~~while services, ~~which~~consist ~~include~~primarily of discrete and ongoing maintenance, calibration, and testing services. We grow ~~our~~ revenues organically by expanding our customer base and our product offerings, increasing sales volumes, and implementing price increases, as well as inorganically through acquisitions.

Our acquisition strategy is focused on businesses that complement our existing portfolio and those that expand our global presence further into life sciences tools and critical quality control solutions markets for regulated applications.

We focus on improving our operating efficiency through the Mesa Way, which is our customer-centric, lean based system for sustainably improving and operating the manufacturing and administrative aspects of our high-margin, niche businesses. The Mesa Way is based on four pillars:

– Measure what matters: We use our customers’ perspectives to measure what matters most and to set high standards for performance. We manage to leading indicators whenever possible, which drives us to proactively avoid problems before they are apparent to our customers. – Empower Teams: We move decision making as close to the customer as possible and provide real-time communication forums to align the whole organization toward surpassing customer expectations. – Sustainably Improve: We leverage a common and proven set of lean-based tools to identify and prioritize opportunities and to enable change to be embraced and implemented. – Always Learn: We ensure that improvements are maintained, enabling us to raise performance expectations and repeat the cycle of improvement. Equally, this cycle strengthens the Mesa team by providing endless learning opportunities for our employees, and helps us become an employer of choice in our communities.

We hire, develop, and retain top talent capable of taking on new challenges using a team approach to continuously improve our products, our services, and ourselves, resulting in long-term value creation for our stakeholders.

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Our ongoing goal is to maximize value in our businesses by implementing efficiencies in our manufacturing, commercial, engineering and administrative operations. We achieve efficiencies using the Mesa Way, our customer-centric, lean-based system for continuous improvement. The Mesa Way is built on four key pillars:

	–	Measure what matters: We use our customers’ perspectives to define and measure what matters most and to set high standards for performance. We emphasize leading indicators to guide decision‑making to allow us to anticipate customer needs.
	–	Empower Teams: We move decision-making as close to the customer as possible and utilize real-time communication forums to align the organization around delivering value and exceeding customer expectations.
	–	Sustainably Improve: We apply a common and proven set of lean-based tools to continuously enhance our processes, products and services, to identify and prioritize our best opportunities, and to enable us to implement and embrace change.
	–	Always Learn: We ensure that improvements are maintained, enabling us to raise performance expectations and repeat the cycle of improvement. We foster a culture of learning and adaptability by reflecting on outcomes, sharing knowledge, and building capabilities across the organization. This mindset supports employee development and helps us attract and retain talent in our communities.

Our Segments

We report our financial performance in four segments, or divisions: (1) Sterilization and Disinfection Control, (2) ~~Clinical~~Biopharmaceutical ~~Genomics~~Development, (3) ~~Biopharmaceutical~~Calibration ~~Development~~Solutions, and (4) ~~Calibration~~Clinical ~~Solutions~~Genomics. Unallocated corporate expenses and other business activities are reported within Corporate and Other.

Sterilization and Disinfection Control

Our Sterilization and Disinfection Control division manufactures and sells biological, chemical and cleaning indicators used to assess the effectiveness of sterilization, decontamination, disinfection and cleaning processes in the pharmaceutical, medical device, and healthcare industries. The division also provides sterility assurance testing and laboratory services, ~~mainly~~primarily to ~~the~~ dental and pharmaceutical ~~industries~~customers. The majority of our Sterilization and Disinfection Control products are single-use consumables used by customers on a routine basis.

Biological indicators contain spores of certain microorganisms that provide defined resistance to specified sterilization processes. In use, biological indicators are exposed to a sterilization process and then tested to determine the presence of surviving organisms. We grow the microbiological spores used in our biological indicator products from raw materials and apply them to convenient carriers such as small pieces of filter paper or stainless steel discs for sale. To ensure our biological indicators accurately assess the effectiveness of sterilization, we undertake extensive quality control steps during manufacture to ensure the spores are well-characterized in terms of purity, the population of spores, and the spores’ resistance to sterilization following placement on or in the target carrier.Indicators

WeBiological ~~offer~~indicators acontain ~~variety~~spores of ~~product~~certain ~~formats which~~microorganisms ~~allow our~~that ~~biological~~provide ~~indicators~~defined resistance to bespecified ~~used~~sterilization ~~in many types of~~ processes ~~and environments~~. ~~Our~~In ~~biological~~use, ~~indicator~~these ~~products~~indicators ~~include:~~are ~~inoculated~~exposed ~~carriers such as spore strips or discs which require post-processing transfer~~ to a ~~growth~~sterilization ~~media; self-contained indicators, which have the growth media already pre-packaged in crushable ampoules;~~ process ~~challenge~~and ~~devices~~then ~~(“PCDs”),~~tested ~~which~~to ~~increase~~determine the ~~resistance~~presence of ~~the~~surviving ~~biological indicators; and growth media~~organisms. ~~Our~~To ~~simple~~ensure ~~spore~~reliable ~~strips~~performance, ~~are~~we ~~used~~employ ~~most~~extensive ~~often~~quality incontrol ~~small~~procedures ~~table-top~~to ~~steam~~characterize ~~sterilizers~~spore ~~in dental offices~~purity, ~~while our more complex self-contained biological indicators~~population, ~~which~~and ~~may~~resistance ~~be used with or without PCDs, are frequently used by medical device manufacturers~~ to ~~assure sterility in complex ethylene oxide~~ sterilization ~~processes~~. ~~We also offer testing services in which customers return used dental sterilization spore strips to our microbiological laboratory for testing.~~

~~Chemical~~We ~~indicators~~offer ~~use~~ a ~~chemical~~variety ~~reaction,~~of ~~generally~~biological ~~evaluated~~indicator ~~by a color change,~~formats to ~~assess~~support different sterilization ~~conditions.~~environments ~~Type~~and 1workflows. ~~process~~Our ~~indicators~~biological ~~measure~~indicator ~~whether~~products ~~direct~~include ~~exposure~~inoculated ~~to a~~carriers ~~sterilization~~such ~~process~~as ~~has~~spore ~~occurred.~~strips ~~Type~~or 2discs, ~~specific~~self-~~use~~contained indicators ~~test~~with ~~under~~prepackaged agrowth ~~specific procedure~~media, ~~such~~ asprocess ~~testing~~challenge ~~for air~~devices ~~removal~~(“PCDs”) inthat aincrease ~~pre-vacuum~~indicator ~~steam~~resistance, ~~sterilization~~and ~~cycle~~growth media. ~~Type~~Our 3simple ~~single-variable~~spore ~~indicators~~strips ~~test~~are aused ~~single~~most ~~critical~~often ~~variable~~ in asmall ~~sterilization~~table-top ~~process,~~steam ~~for~~sterilizers ~~example,~~in ~~whether~~dental aoffices, ~~given~~while ~~temperature~~our ~~has~~more ~~been~~complex ~~attained. Type~~self-contained 4biological ~~multivariable~~ indicators, ~~measure~~which ~~two~~may orbe ~~more~~used ~~critical~~with ~~variables~~or inwithout aPCDs, ~~sterilization process~~are ~~and~~frequently ~~change~~used ~~color~~by ~~only,~~medical ~~for~~device ~~example,~~manufacturers ~~when exposed~~ to aassure ~~given~~sterility ~~temperature for a specified period of time~~ in acomplex ~~steam~~ethylene oxide sterilization ~~process~~processes. ~~Type~~We 5also ~~integrating~~provide ~~indicators~~sterility ~~respond~~assurance toservices ~~all~~in ~~critical~~which ~~process~~dental ~~parameters.~~customers ~~Type~~mail 6spore ~~emulating~~strips ~~indicators respond~~ to ~~all~~our ~~critical~~microbiological ~~process~~laboratory ~~parameters~~ for ~~a specified sterilization cycle~~testing. ~~Biological indicators and chemical indicators are often used together to monitor processes.~~

~~Cleaning~~Chemical indicators are used to assess the effectiveness of cleaning processes, including in washer-disinfectors and ultrasonic cleaners in healthcare settings. Cleaning is the critical first step performed prior to disinfection and sterilization. Debris left on an instrument may interfere with microbial inactivation and can compromise disinfection or sterilization processes. Our cleaning indicator products are manufactured either by inoculating a test soil onto a stainless-steel coupon or printing an ink, imitating a test soil, onto a plastic substrate. Test soils and inks are designed to mimic the challenge of removing blood and tissue from surgical instruments and evaluate the effectiveness of our customers' cleaning processes. Indicators

~~Our~~Chemical ~~facilities~~indicators inuse ~~Bozeman,~~a ~~Montana~~chemical ~~and in Waldems~~reaction, ~~Germany and~~generally ~~Munich,~~evaluated ~~Germany~~through ~~manufacture~~color ~~our Sterilization and Disinfection Control division products~~change, ~~which include, among others, our GKE Clean-Record®~~ ~~Indicators,~~to ~~Apex®~~assess ~~biological~~whether ~~indicators,~~sterilization ~~EZTest®~~conditions ~~self-contained~~have ~~biological~~been ~~indicators, and PCDs~~achieved. ~~Our~~These ~~Sterilization~~indicators ~~and~~are ~~Disinfection~~offered ~~Control~~in ~~division~~multiple ~~provides~~classifications ~~sterility~~designed ~~assurance~~to ~~testing~~measure ~~services~~exposure to ~~dental~~a ~~offices~~process inor the ~~United~~achievement ~~States,~~of ~~Europe and~~specific ~~Canada.~~or ~~Sterilization~~multiple ~~and~~critical ~~disinfection~~process ~~control~~parameters, ~~products~~for ~~are disposable and are used on a routine basis~~example, ~~making~~exposure ~~product sales less sensitive~~ to ~~general~~a ~~economic~~given ~~conditions~~temperature ~~than~~for ~~certain~~a ~~other~~specified ~~products~~period ~~and~~of ~~services~~time ~~we offer. We generate sales to end users through our direct sales personnel and independent distributors. Customers include industrial users involved~~ in ~~pharmaceutical~~a ~~and~~steam ~~medical device manufacturing, hospitals, dental offices, and contract~~ sterilization ~~providers~~process. ~~Our~~ ~~sterilization~~Biological indicators and ~~disinfection~~chemical ~~control~~indicators ~~products~~ are often used intogether ~~highly~~as ~~regulated~~part ~~industries and compete on the basis~~ of ~~quality,~~a ~~flexibility,~~comprehensive ~~cost~~sterility ~~effectiveness and~~assurance ~~suitability for intended use~~program.

~~Clinical~~Cleaning ~~Genomics~~Indicators

~~Our~~Cleaning ~~Clinical~~indicators ~~Genomics~~are ~~division~~used ~~develops,~~to ~~manufactures~~assess ~~and~~the ~~sells~~effectiveness ~~highly~~of ~~sensitive,~~cleaning ~~low-cost,~~processes ~~high-throughput~~prior ~~genetic~~to ~~analysis~~disinfection ~~tools~~ and ~~related~~sterilization. ~~consumables~~These ~~and~~products ~~services~~simulate ~~that~~the ~~enable~~challenge ~~clinical~~of ~~research~~removing ~~labs~~blood and ~~contract~~tissue ~~research~~from ~~organizations~~surgical toinstruments ~~perform~~and ~~genomic~~are ~~testing~~used ~~for~~to aevaluate ~~broad~~washer ~~range~~disinfectors, ofultrasonic ~~research~~cleaners, ~~applications~~and inother ~~several~~cleaning ~~therapeutic areas~~systems.

Using Clinical Genomics’ MassARRAY® system and our proprietary consumables, including chips, panels, and chemical reagent solutions, our customers can analyze DNA samples for inherited genetic disease testing, pharmacogenetics, oncology testing, infectious disease testing, doping and toxicology testing, and other highly differentiated applications for use in research. The MassARRAY® system couples mass spectrometry with end-point polymerase chain reaction ("PCR") methods, enabling highly multiplexed reactions under universal cycling conditions to provide accurate, sensitive, rapid genetic analysis. The MassARRAY® system is differentiated in the market by its ability to target up to 50 specific DNA variants in a single PCR reaction and run up to 384 samples on one SpectroCHIP® array, multiple times a day, with the flexibility to process additional samples overnight.

In addition to the MassARRAY® system and related consumable products, Clinical Genomics also sells services, including equipment maintenance contracts and custom laboratory services.

Approximately 75% of our Clinical Genomics revenues are from consumables used on a routine basis; sales of these products are less sensitive to general economic conditions and typically have higher gross margins than hardware products. Approximately 15% of our Clinical Genomics revenues are from hardware products that may be purchased by customers on a discretionary basis and are therefore more sensitive to general economic conditions. The remainder of Clinical Genomics revenues relate to services and support agreements.

Clinical Genomics sells its products and services predominantly to clinical research labs and contract research organizations, including large specialty, reference, and pathology labs, as well as to a variety of academic, hospital, and government facilities. The majority of revenues are derived from customers in the United States and China. Our Clinical Genomics products are manufactured in San Diego, California, primarily by assembling purchased subcomponents designed to our specifications into finished goods, and by processing and mixing reagents. Our Clinical Genomics products generate revenues through direct sales, and also through independent distributors in certain regions.

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Our facilities in Bozeman, Montana and in Waldems, Germany and Munich, Germany manufacture our Sterilization and Disinfection Control division products, which include, among others, our GKE Clean-Record® Indicators, Apex® biological indicators, EZTest® self-contained biological indicators, and PCDs. We generate sales globally through our direct sales personnel and independent distributors. Customers include industrial users involved in pharmaceutical and medical device manufacturing, hospitals, dental offices, and contract sterilization providers. Our sterilization and disinfection control products are used in highly regulated industries and compete on the basis of quality, flexibility, cost effectiveness, and suitability for intended use.

Clinical Genomics

Our Clinical Genomics division develops, manufactures and sells highly sensitive high-throughput genetic analysis instruments, consumables and related services that enable clinical research labs and contract research organizations to perform genomic testing across a broad range of non-diagnostic applications in several therapeutic areas, including hereditary disease screenings, pharmacogenetics, oncology related applications and toxicology research.

Clinical Genomics’ MassARRAY® system combines mass spectrometry with end-point polymerase chain reaction ("PCR") methods to enable highly multiplexed genetic analysis. Using our MassARRAY® instruments and proprietary consumables, which include chips, panels, and chemical reagent solutions, customers can analyze DNA samples with a high degree of accuracy, sensitivity and throughput. The MassARRAY® platform is designed to support the analysis of multiple genetic variants within a single PCR reaction and to process large sample volumes efficiently.

In addition to instruments and consumables, Clinical Genomics provides service and support offerings, including equipment maintenance contracts and custom laboratory service.

Approximately 80% of our Clinical Genomics revenues are from consumables used on a routine basis, a significant portion of which is generated from ongoing purchases by a limited number of key customers; sales of these products are less sensitive to general economic conditions and generally have higher gross margins than hardware products. Hardware sales are typically more sensitive to general economic conditions and changes in customer capital spending patterns. The remainder of Clinical Genomics revenues relate to services and support agreements.

Clinical Genomics products and services are sold primarily to clinical research labs and contract research organizations, including specialty, reference and pathology labs, as well as to a variety of academic, hospital, and government facilities.

Clinical Genomics products are manufactured in San Diego, California. Clinical Genomics generates revenues through direct sales personnel and through independent distributors.

Biopharmaceutical Development

Our Biopharmaceutical Development division develops, manufactures, sells and services automated systems for protein analysis (immunoassays) and peptide synthesis solutions. Immunoassays and peptide synthesis solutions accelerate the discovery, development, and manufacture of biologic therapies, among other applications. Customers include biopharmaceutical research, development, and manufacturing teams at biopharmaceutical companies, ~~and~~ their contract research organization partners, asand ~~well as~~ academic research and development laboratories.

The Biopharmaceutical Development division ~~sells~~offers two ~~major~~primary categories of instruments and consumables: (1i) protein analysis (immunoassays) solutions, ~~which~~ are used to ~~test~~detect ~~for~~and ~~the~~quantify ~~existence or concentration of~~ specific proteins in a sample, and (2ii) peptide synthesis solutions, ~~which~~ automate the chemical synthesis of peptides from amino acids~~; both are primarily used in biopharmaceutical research, discovery and development, and bioprocessing applications~~. The division also sells service and support agreements toassociated ~~maintain~~with ~~instruments~~maintaining ~~sold~~immunoassays byand ~~the~~peptides ~~division~~synthesis instruments.

~~Our~~Protein ~~Biopharmaceutical~~Analysis ~~Development division develops and manufactures Gyrolab® xPand and Gyrolab xPlore™ hardware and software, as well as Gyrolab Bioaffy® consumable microfluidic disks~~ (~~“CDs”~~Immunoassays) and Gyrolab kits and Rexxip® buffers for protein analysis, in Uppsala, Sweden, while PurePep® Symphony and Chorus instruments for peptide synthesis are developed and manufactured in Tucson, Arizona. Our PurePep® EasyClean products, a green chemistry solution to purify peptides, is a consumables product line within our peptide synthesis business.

~~Most~~Our ofprotein ~~the~~analysis products ~~manufactured~~are inwidely ~~Sweden~~used ~~are~~across ~~sold~~human inand ~~United~~non-human ~~States~~applications, ~~"U.S." dollars~~primarily orfor ~~euros,~~therapy ~~whereas~~development ~~the~~and ~~costs~~bioprocess todesign. ~~produce~~These products support the ~~products~~efficient ~~are~~development ~~incurred~~and inprocessing ~~Swedish~~of ~~krona.~~assays Asto aobtain ~~result,~~accurate ~~the~~results ~~Biopharmaceutical~~for ~~Development~~pre-clinical ~~segment~~and isclinical ~~more~~studies, ~~susceptible~~as towell ~~changes~~as infor ~~foreign~~upstream ~~currency~~and ~~than~~downstream ~~our~~bioprocessing ~~other~~of ~~divisions~~biological therapies. ~~For~~Our aprotein ~~discussion~~analysis ofinstruments ~~risks~~are ~~related~~designed to ~~our~~facilitate ~~non-U.S.~~effective ~~operations~~experimental design, data interpretation, and ~~foreign~~assay ~~currency~~optimization. ~~exchange,~~By ~~refer~~reducing labor and variability relative to ~~Item~~more ~~1A.~~manual ~~Risk~~analysis ~~Factors~~methods, ~~“Foreign~~our ~~currency~~products ~~exchange~~enable ~~rates~~reliable ~~may~~data ~~adversely~~generation ~~affect~~and ~~our~~support ~~financial~~customers’ ~~statements~~quality and regulatory requirements across research, development and manufacturing workflows.”

In our fiscal year 2025, about 35% of our Biopharmaceutical Development revenues were from consumables used on a routine basis; sales of these products are less sensitive to general economic conditions. Approximately 40% of revenues were from more discretionary hardware purchases that are more sensitive to general economic conditions. The remainder of the division's sales relate to service and support agreements. Historically, hardware has comprised a smaller portion of the division's revenues; in fiscal year 2025, the division had higher hardware sales as it began recovering from the prior fiscal year's soft demand for capital equipment across the biopharmaceutical industry, resulting in a mix weighted more heavily toward our hardware during fiscal year 2025. We generate sales to end users through direct sales as well as through independent foreign distributors. Marketing activities include industry conferences, user meetings, educational webinars and all forms of digital marketing, in addition to market sensing and capturing user requirements for new product roadmaps.

The Biopharmaceutical Development division’s market success is primarily dependent upon creating innovative, high quality products that customers choose based on available features, cost-effectiveness, and performance. We believe we are one of the leading world-wide suppliers of protein analysis and peptide synthesis equipment to the biologics discovery and development markets. We further believe that enhancements of our product offerings and new product development driven by our research and development team, as well as the recognized quality of our products and support, and our ability to continue to bring novel, cutting edge products and solutions to the market allows us to remain competitive in the growing markets we serve.

Protein Analysis

We develop, manufacture, and market protein analysis equipment and consumable CDs, kits, and buffers that enable the detection and quantification of target proteins in biological or bioprocess samples. Gyrolab technology is widely used across human and non-human applications, mainly for therapy development and bioprocess design. Customers, primarily pharmaceutical and biotech companies and their contract research organization partners developing protein-based therapies, use our consumable CDs to deposit their samples for mixing with application specific reagents. The CDs and reagents are loaded into one of our instruments for processing and analysis. Our proprietary software then facilitates the design of experiments, interprets results, provides useful data analysis for assay optimization, and supports end user regulatory compliance. Our protein analysis products accelerate the development and processing of assays to obtain accurate results for pre-clinical and clinical studies as well as for upstream and downstream bioprocessing of biological therapies, thus enabling customers to meet critical data and time requirements. Our analytical protein technologies provide superior data consistency and accuracy while reducing labor and the attendant variability of more manual analysis methods.

Peptide Synthesis

Our peptide synthesis solutions enable customers to automate the chemical synthesis of peptides used in the creation of peptide therapies, biomaterials, cosmetics, and general research. Our peptide synthesizers and related consumables, including our peptide purification consumables line, facilitate the efficient production of more complex and longer peptides with higher purity. Our synthesizers are designed to support regulatory compliance for end users. Customers of our peptide synthesizers include commercial and academic biopharmaceutical laboratories, as well as contract manufacturers of peptides.

Calibration Solutions

Our Calibration Solutions division develops, manufactures, sells and services quality control products using principles of advanced metrology to enable customers to measure and calibrate critical parameters in applications such as renal care, environmental and process monitoring, gas flow, air quality and torque testing, primarily in medical device manufacturing, pharmaceutical manufacturing, laboratory and hospital environments. Generally, our Calibration Solutions products are used for quality control, safety validation, and regulatory compliance. Our Lakewood, Colorado and Hanover, Germany facilities manufacture our Calibration Solutions products, which include continuous monitoring systems, dialysate meters and consumables, data loggers, gas flow calibration and air sampling equipment and torque testing systems represented largely by the DialyGuard®, ViewPoint®, DataTrace®, DryCal®, and BGI brands.

Our Calibration Solutions products are manufactured by assembling the products from purchased components and calibrating the final products. We also install certain of our products at customer sites. Service demand is driven by customers’ quality control and regulatory environments, which require products to be recalibrated or recertified periodically. We generate sales through our direct sales personnel and independent distributors.

Renal Care Dialysate Meters and Consumables

Our renal care medical meters are used to test various parameters of dialysis fluid (dialysate) and the proper calibration and operation of dialysis machines. Each meter measures some combination of temperature, pressure, pH, conductivity and flow to ensure that the dialysate has the proper composition to promote the transfer of waste products from the blood to the dialysate. The meters provide a digital readout verifying whether a dialysis machine is working within prescribed limits and delivering properly prepared dialysate. We manufacture two styles of medical meters; those designed for use by dialysis machine manufacturers and biomedical technicians, and those used primarily by dialysis clinicians. The meters for technicians are characterized by exceptional accuracy, stability and flexibility, and are used by the industry as the primary standard for the calibration of dialysis machines. The meters designed for use by dialysis clinicians are known primarily for their ease of use, and they incorporate a built-in syringe sampling system. These meters are used as the final quality control check on the dialysate just prior to starting treatment.

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InPeptide addition to dialysate meters, we market a line of standard consumable solutions for use in dialysis clinics for calibration of our meters. These standard solutions are regularly consumed by dialysis clinics, and thus, like the calibration services we also provide, are less impacted by general economic conditions than sales of meters.Synthesis

~~Customers~~Our ~~that~~peptide ~~utilize~~synthesis ~~our~~solutions ~~renal~~enable ~~care~~customers ~~products~~to ~~include~~automate ~~dialysis~~the ~~facilities,~~chemical ~~medical~~synthesis ~~device~~of ~~manufacturers,~~peptides ~~and~~used ~~biomedical~~in ~~service~~peptide-based ~~companies.~~therapeutics, ~~With~~biomaterials, ~~technological~~and ~~advancements~~research inapplications. ~~dialysis~~The ~~machines~~division’s ~~that~~peptide ~~include~~synthesizers ~~built-in~~and ~~calibrators,~~related ~~our~~consumables ~~meters~~support ~~designed~~the ~~for~~efficient ~~clinicians~~production ~~are~~of ~~subject~~complex toand ~~considerable~~longer ~~competition~~peptides inwith ~~the~~high ~~market~~purity. ~~Refer~~These toproducts ~~Item~~are ~~1A.~~designed ~~Risk~~to ~~Factors,~~support ~~“Changes~~regulated tolaboratory ~~dialysis~~and ~~methods~~manufacturing environments and ~~equipment~~are ~~capabilities~~used ~~may~~by ~~decrease~~commercial ~~demand~~and ~~for~~academic ~~our~~biopharmaceutical ~~renal~~laboratories, ~~care~~as ~~products~~well ~~and~~as ~~negatively~~contract ~~impact~~manufacturers ~~our~~of ~~financial statements~~peptides.”

The Biopharmaceutical Development division’s protein analysis products are developed and manufactured in Uppsala, Sweden, including our Gyrolab® xPand and Gyrolab xPlore™ hardware and software, as well as Gyrolab Bioaffy® consumable microfluidic disks (“CDs”) and Gyrolab kits and Rexxip® buffers. The division’s peptide synthesis products are developed and manufactured in Tucson, Arizona, including our PurePep® Symphony and Chorus instruments.

Products manufactured in Sweden are generally sold in U.S dollars or euros, while production costs are incurred primarily in Swedish krona, resulting in greater exposure to foreign currency fluctuations relative to other divisions. For a discussion of risks related to our non-U.S. operations and foreign currency exchange, refer to Item 1A. Risk Factors, “Foreign currency exchange rates may adversely affect our financial statements.”

In our fiscal year 2026, about 35% of our Biopharmaceutical Development revenues were from consumables used on a routine basis; sales of these products are less sensitive to general economic conditions. Approximately 40% of revenues were from more discretionary hardware purchases. The remainder of the division's sales relate to service and support agreements. We generate sales through direct sales and through independent foreign distributors.

Calibration Solutions

Calibration Instruments

Our calibration instruments product lines include a range of precision measurement and calibration tools used to verify critical parameters across pharmaceutical, laboratory, medical device, manufacturing, industrial and environmental applications. Calibration instruments include products used for (i) gas and air flow calibration, (ii) environmental and process monitoring, such as data loggers that measure parameters including temperature, humidity and differential pressure during a manufacturing process, and (iii) torque testing systems used to verify the amount of force required to open a container. Customers use these calibration instruments to validate equipment performance, confirm measurement accuracy, and support ongoing quality assurance and compliance requirements across a broad range of applications.

Renal Care

Our Calibration Solutions division provides medical meters that measure parameters such as temperature, pressure, pH, conductivity and flow to test and verify the proper calibration and operation of dialysis machines and the composition of dialysis fluid (dialysate). We manufacture medical meters designed for use by dialysis equipment manufacturers and biomedical technicians as well as meters used primarily by dialysis clinicians. In addition to meters, the division sells consumable calibration solutions used in dialysis clinics, which are consumed on a routine basis.

With technological advancements in dialysis machines that include built-in calibrators, our meters designed for clinicians are subject to considerable competition in the market. Refer to Item 1A. Risk Factors, “Changes to dialysis methods and equipment capabilities may decrease demand for our renal care products and negatively impact our financial statements.”

Continuous Monitoring

Our continuous monitoring products are used to monitor ~~various~~ environmental parameters such as temperature, humidity, pressure, and differential pressure to ensure that critical storage and processing conditions are maintained. Continuous monitoring systems are used in controlled environments such as refrigerators, freezers, warehouses, laboratory incubators, clean rooms, and a number of other settings. Continuous monitoring systems consist of wireless sensors that ~~are placed in controlled environments which~~ communicate with cloud and local servers to continuously transmit and store ~~data~~environmental ~~continuously~~parameter data. AThe ~~critical function of our~~ systems ~~is the ability to~~ provide local alarms and push notifications to customer devices via ~~e-mail,~~email and text, ~~or telephone~~messaging if pre-established environmental ~~conditions~~thresholds are exceeded. ~~Among~~Key ~~the~~markets ~~important~~for ~~competitive differentiators of~~ our continuous monitoring systems are ~~(1)~~hospitals, ~~their~~pharmaceutical ~~high degree of reliability~~ and ~~up-time;~~medical ~~(2)~~device ~~a large variety of sensor types to meet the needs of most applications; (3) a skilled~~manufacturers, ~~distributed~~blood ~~installation and service team; and (4) a full-featured and 21 CFR Part 11 (Electronic records; Electronic signatures) validated software program~~banks, ~~providing~~pharmacies ~~extensive reporting~~ and ~~alarm~~laboratory ~~capability~~environments. ~~We also offer support agreements and provide annual sensor recalibrations.~~

We Page have a strong competitive position in North America but do not yet have a meaningful presence in markets outside of the U.S. and Canada. Key markets for our continuous monitoring systems are hospitals, pharmaceutical and medical device manufacturers, blood banks, pharmacies, and laboratory environments.4

~~Data~~ Table ~~Loggers~~of Contents

Our ~~data~~Calibration ~~loggers~~Solutions products are ~~self-contained,~~represented ~~wireless,~~largely ~~high~~by ~~precision instruments used in critical manufacturing and quality control processes in~~ the ~~pharmaceutical~~DialyGuard®, ~~medical device~~DryCal®, ~~food~~DataTrace®, and ~~tool~~ViewPoint® ~~industries. They are used to measure temperature~~brands, ~~humidity~~ and ~~pressure~~are ~~inside~~manufactured aat ~~process~~facilities orin ~~a product during manufacture. In addition~~Lakewood, ~~data~~Colorado ~~loggers~~and ~~can be used to validate the proper operation of laboratory or manufacturing equipment~~Hanover, ~~either~~Germany. ~~during~~Demand ~~installation or~~ for ~~annual~~the ~~re-certifications.~~division’s ~~The~~ products ~~consist of individual data loggers, software,~~ and ~~various~~services ~~accessories.~~is ~~Customers~~driven ~~typically~~by ~~purchase~~customers’ aquality ~~large~~control ~~number of data loggers along with a single interface~~ and ~~software~~regulatory ~~package. In practice~~requirements, ~~the~~which ~~user~~often ~~programs~~necessitate ~~the~~periodic ~~loggers to collect environmental data at pre-determined time intervals~~calibration, ~~places~~recertification ~~the data loggers into the product or process to be tested,~~ and ~~then collects stored process data from the data logger~~validation. ~~The~~We ~~user~~generate ~~can~~Calibration ~~then~~Solutions ~~prepare~~sales ~~tabular~~through ~~and graphical reports using the software. Unique aspects of~~ our ~~data~~direct ~~loggers~~sales ~~are~~personnel ~~their ability to operate at elevated temperatures~~ and inthrough ~~explosive~~independent ~~environments, which are important differentiating factors in the marketplace~~distributors. ~~We face competition in data logger sales from several other companies, particularly in Europe.~~

Gas Flow Calibration and Air Sampling Equipment

We manufacture a variety of instruments and equipment for gas flow calibration and environmental air sampling. Our gas flow calibration instruments meet the precise standards required by laboratories and industry for the design, development, manufacture, installation and calibration of various gas flow meters and air sampling devices. Our flow calibrators are used by professionals in many industries, including (1) industrial hygienists and environmental technicians, (2) calibration and research laboratories, (3) manufacturers who design, develop and manufacture gas flow metering devices, and (4) industrial engineering and manufacturing companies that utilize gas flow metering devices. We see expanded opportunities in gas flow calibration as markets that heavily use and measure process gas are growing. There is competition in gas flow calibration; however, our products are distinguished by their unique dry piston technology, accuracy and industry certifications.

In the air sampling area, our technology is used primarily for the determination of particulate concentrations in air as a measure of urban or industrial air pollution, and for industrial hygiene assessments. The primary products include air samplers, particle separators and pumps. While both the public and private sector continue to focus on air quality and its impact on the environment and the health of populations, technological advances in real-time monitoring have made the traditional air sampling market more limited. In the environmental area, our particle samplers were some of the first on the market and they were recognized early-on as “reference samplers” by the U.S. Environmental Protection Agency. This product has a competitive advantage in the market because our particle separation cyclones utilize the “federal reference method” for the measurement of PM2.5 in ambient air and are sold to many manufacturers of ambient particulate measurement instrumentation.

Torque Testing Systems

Our automated torque testing systems are durable and reliable motorized cap torque analyzers that measure the amount of force required to open a container. The primary advantages of our torque instruments are their high accuracy and long-term consistency of measurement. Industries utilizing these instruments include pharmaceutical and beverage and food processing companies. Given the niche nature of this product, there is a relatively low level of competition for this product line; however, the growth of this line is limited by the growth of new manufacturing facilities and packaging regulations in pharmaceutical manufacturing. Torque products are used by many of the same customers that purchase our data loggers, offering channel synergy opportunities.

Corporate and Other

Corporate and other consists of unallocated corporate expenses and other business activities.

Other Matters Relating to Our Business as a Whole

Acquisitions

Year ended March 31, 2024 Acquisition

We acquired 100% of the outstanding shares of GKE GmbH and SAL GmbH on October 16, 2023, and effective December 31, 2023, we acquired 100% of the outstanding shares of Beijing GKE Science & Technology Co. Ltd. (“GKE China” and together with GKE GmbH and SAL GmbH, “GKE” or the "GKE acquisition.") Total consideration for the acquisition was $87,187, net of cash acquired and financial liabilities assumed, but inclusive of working capital adjustments. In April 2025, we paid the GKE sellers $9,555 to settle in full the portion of the transaction price that was held back against potential indemnification losses upon acquisition. GKE develops, manufactures and sells a portfolio of chemical sterilization indicators, biologics, and process challenge devices to protect patient safety across global healthcare markets. GKE is included in our Sterilization and Disinfection Control ("SDC") division, and GKE's strengths in chemical indicators are complementary to SDC's strengths in biologic indicators, as chemical and biologic indicators may be used in the same sterility validation workflows. Additionally, GKE’s healthcare-focused commercial capabilities in Europe and Asia greatly expand our reach in the healthcare markets in those geographies. We are working to obtain regulatory 510(k) clearance on certain GKE products for sale in the United States, which would further expand organic revenues growth opportunities from the GKE business. See Note 4. "Significant Transactions" in Item 8. Financial Statements and Supplementary Data for further information.

~~Page~~GKE develops, manufactures and sells a portfolio of chemical sterilization indicators, biologics, and process challenge devices to protect patient safety across global healthcare markets. GKE is included in our Sterilization and Disinfection Control ("SDC") division, and GKE's strengths in chemical indicators are complementary to SDC's strengths in biologic indicators, as chemical and biologic indicators may be used in the same sterility validation workflows. Additionally, GKE’s healthcare-focused commercial capabilities in Europe and Asia greatly expand our reach in the healthcare markets in those geographies. We are working to obtain regulatory 510(k) clearance on certain GKE products for sale in the United States, which would further expand organic revenues growth opportunities from the GKE business. See Note 4 . "Significant Transactions" in Item 8. Financial Statements and Supplementary Data for further information.

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Manufacturing and Materials

Most of the raw materials, components, and other supplies used in our product lines are available from a number of different suppliers. We generally maintain multiple sources of supply, but we are dependent on sole or limited sources for certain items, particularly in our Biopharmaceutical Development and Calibration Solutions divisions. We continue to ~~emphasize reviewing~~ review our supply base and designs for limited source suppliers that might affect our ability to supply critical products to our customers. We also continue to work with our suppliers to understand existing and potential future supply chain conditions~~. See~~, ~~further~~including ~~discussion~~the ~~within~~potential ~~Item~~effects ~~1A.~~of ~~Risk~~tariffs, ~~Factors~~trade restrictions, ~~“Supply~~customs ~~chain~~requirements, and ~~manufacturing~~changes ~~risks~~in ~~could~~trade ~~adversely~~policy ~~affect~~on ~~our~~the ~~financial~~cost, ~~results~~availability, or timing of delivery of certain materials and components. InThese ~~addition,~~developments could increase our ~~reliance~~costs, ~~upon~~disrupt ~~sole~~established orsupply ~~limited~~arrangements, ~~sources~~or ofrequire ~~supply~~changes ~~for~~to ~~certain~~sourcing ~~materials~~strategies, ~~components~~which ~~and~~could ~~services~~adversely ~~could~~affect ~~cause~~our ~~production~~operating ~~interruptions,~~margins ~~delays~~or ~~and~~pricing ~~inefficiencies~~decisions.”

See further discussion within Item 1A. Risk Factors, “Disruptions in our supply chain, increases in costs, or manufacturing inefficiencies could adversely affect our financial results. In addition, our reliance upon sole or limited sources of supply for certain materials, components and services could cause production interruptions, delays and inefficiencies.”

Major Customers

No customer represented more than 10% of our consolidated accounts receivable or revenues for fiscal year ~~2025~~2026. ~~Typically~~While our customer base is generally diversified at the consolidated level, nocertain ~~individual~~of our businesses exhibit higher customer ~~represents~~concentrations. In ~~more~~our ~~than~~Clinical ~~10%~~Genomics division, a significant portion of ~~our~~revenues ~~consolidated~~is ~~accounts~~generated ~~receivable~~from orongoing purchases by a relatively small number of established customers, with a single customer accounting for approximately 20% of the division's revenues in fiscal 2026.

Backlog

We define backlog as firm orders from customers for products and services where the order ~~will~~is expected to be fulfilled within the next 12 months. Backlog as of March 31, ~~2025~~2026 and ~~2024~~2025 was approximately $4333.2 6 million and $2543.52 million, respectively. The ~~increase~~decrease in backlog is primarily due to the timing of order placements and fulfillments in our Clinical Genomics ~~and~~division ~~Sterilization~~in ~~and~~fiscal ~~Disinfection~~year ~~Control~~2026 compared ~~division~~to in fiscal year 2025, ~~compared~~and to ~~fiscal~~a ~~year~~lesser ~~2024.~~extent, ~~The~~the ~~majority~~fulfillment of ~~the~~previously ~~backlog~~delayed ~~increase~~orders, ~~does~~particularly ~~not~~in ~~relate~~our toSterilization ~~overdue~~and Disinfection Control division as order fulfillments returned to normal levels. Changes in our backlog are somewhat dependent upon the timing of large, recurring customer orders, which are typically recognized toas revenue over a period of up to twelve months.

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Research and Development

Research and development ("R&D") activities are primarily directed towards improving the quality and performance of our existing products or altering our current products to accommodate the use of raw materials that are more readily available for purchase in our supply chain. Other R&D efforts seek to improve manufacturing efficiencies and innovate new products. Our research and development activities generally do not qualify as capital expenditures under accounting principles generally accepted in the United States ("U.S. GAAP").

Intellectual Property

We own numerous patents, trademarks, and other proprietary rights, many of which are important to ~~the~~ various facets of our business. Where appropriate, we seek patent or other intellectual property protection for inventions and developments made by our personnel that are incorporated into our products or otherwise fall within our fields of interest. There can be no assurance, however, that any patent or other intellectual property will provide adequate protection for the technology, system, product, brand, service or process it covers. In addition, the process of preparing, applying for, obtaining and protecting patents and other intellectual property can be long and expensive, with no assurance that a patent or other intellectual property will ultimately ~~issue~~be issued. We rely upon trade secrets, technical know-how and continuing technological innovation to develop and maintain our proprietary positions. Our products and services are sold under various trade names, trademarks and brand names. We consider our trade names, trademarks and brand names to be valuable in the marketing of our products in each segment. We do not believe that the loss of any one patent or other proprietary right would have a material adverse effect on our overall business or on any of our reporting segments.

Regulatory Matters

Our operations are global and are ~~affected~~subject byto complex ~~state~~federal, ~~federal~~ state, and international laws and regulations relating to healthcare, environmental protection, antitrust, anti-corruption, marketing, fraud and abuse, import and export control, product safety and efficacy, employment, data privacy and security, government contracts, acquisition regulations, tariffs and other areas.

We are required to comply with certain International Standard Organization (“ISO”) standards, United States Pharmacopeia standards and Food and Drug Administration (“FDA”) requirements in order to sell ~~some~~certain ofproducts ~~our~~and ~~products~~services. Our biological indicators are developed and manufactured according to ISO 11138 (Sterilization of healthcare products – Biological indicators) and our chemical indicators are developed and manufactured according to ISO 11140 (Sterilization of healthcare products – Chemical indicators), under a quality system that complies with ISO 13485:2016 (Medical devices – Quality management systems – Requirements for regulatory purposes and, as applicable, 21 CFR 820 (Quality system regulation). Specific Calibration Solutions products are compliant under ISO 13485:2016, ISO 17025:2017, and certain 21 CFR 820 regulations. Our Biopharmaceutical Division’s Uppsala, Sweden and Tucson, Arizona facilities are ISO 9001:2015 certified. Clinical Genomics and ~~GKE~~certain ~~GmbH~~Sterilization and Disinfection Control operations in Germany operate quality management systems which comply with the requirements of ISO 13485:2016. ~~SAL~~Our ~~GmbH~~Sterilization and Disinfection Control Division operates a testing lab and quality management system in accordance with ISO 17025:2017 in Waldems, Germany.

Several products in the Sterilization and Disinfection Control, Calibration Solutions, and Clinical Genomics divisions are classified by the FDA as medical devices subject to the provisions of the Federal Food, Drug and Cosmetic Act, which requires any company proposing to market a medical device to notify the FDA of its intention at least 90 days before doing so. Some of our facilities are subject to FDA regulations and inspections, which may be time-consuming and costly. This includes ongoing compliance with the FDA’s current Good Manufacturing Practices regulations that require, among other things, the systematic control of design, manufacture, packaging, storage and transportation of products. Failure to comply with these practices renders the product adulterated and could subject us to an interruption of manufacturing and sales of these products, and possible regulatory action by the FDA.

The manufacture and sale of medical devices is also regulated by some states. Although there is substantial overlap between state regulations and the regulations of the FDA, compliance with some state laws may require additional cost or effort; however, we do not anticipate that complying with state regulations will create any significant issues or burdens.

Foreign countries also have laws regulating medical devices sold in those countries, which require additional resources for compliance. The time required to obtain approval from countries’ regulating bodies can be lengthy and resource consuming, particularly as each country’s requirements may differ.

We are subject to data privacy and security laws, regulations, and customer-imposed controls in numerous jurisdictions as a result of having access to and processing confidential, personal or sensitive data in the course of our business, including the EU General Data Protection Regulation, which imposes strict requirements on how we collect, transmit, process and retain personal data.

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Government Contracts

Although we transact business with various U.S. government agencies, no government contract or ~~aggregate~~group of contracts are of such magnitude that a renegotiation of profits or termination ~~of the contracts~~ at the election of the government would have a material adverse effect on our consolidated financial results ~~or on the results of any of our individual reporting segments~~.

Environmental Matters and Corporate Responsibility

As a global corporate citizen, we recognize the importance of the environment to a healthy, sustainable future for our business, our customers, and our communities. We are committed to minimizing the environmental impacts of our business operations, and we actively evaluate ways to promote rigorous sustainability standards in our operations and products, including efforts to conserve water and energy and to reduce waste. More information about our corporate responsibility efforts is included in our corporate responsibility brochure, which is available on our website at www.mesalabs.com/corporate-responsibility. The contents of our corporate responsibility brochure are not incorporated by reference into this annual report on Form 10-K.

Tariffs

Recently imposed or threatened tariffs may have an impact on our operations as discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – General Trends”.

Human Capital

Our people are our greatest asset, and we are ~~proud~~delighted to outline the material aspects of our human capital program. AsOur ~~a company, our~~ vision isof toProtecting ~~Protect~~ the Vulnerable® ~~and~~ ~~we believe that our vision~~ is achieved in large part through the strength, expertise, and commitment of our workforce. Indeed, every day, our ~~talented~~skilled employees strive to ~~implement~~apply ~~lean~~continuous improvement ~~based~~principles ~~tools~~ to ~~find ways to continuously improve~~ enhance our products, services and ~~services~~processes so that we may better serve our customers and create value for all of our stakeholders. We recruit top talent from ~~all~~a broad range of backgrounds using a combination of industry -expert recruiters and recruiting ~~tools~~platforms designed to reach a diverse pool of candidates across race, gender, disability, and veteran statuses. We support our employees ~~with~~through compensation, benefits and development programs aimed at ensuring employees are productive and engaged.

Employees

AsIn offiscal ~~March~~2026 ~~31, 2025,~~ we had 730 employees (including approximately 500 domestic employees), of whom 359 are employed for manufacturing and quality assurance, 89 for research and development and engineering, 186 for sales and marketing, and 96 for administration. We have continued to attract and retain an inclusive team of high-performing employees at all levels of the organization ~~in fiscal year 2025~~, such that we were able to realize higher revenues and adjusted operating income (a non-GAAP measure) compared to the prior year, without increasing employee headcount. As of March 31, 2026, we had 717 employees (including approximately 450 domestic employees), of whom 347 are employed for manufacturing and quality assurance, 99 for research and development and engineering, 179 for sales and marketing, and 92 for administrative functions. Our voluntary employee turnover decreased approximately 23.0 percentage points during fiscal year ~~2025~~2026 compared to fiscal year ~~2024, signaling improved employee satisfaction and engagement~~2025.

Talent

We seek to attract, develop and retain the best talent throughout Mesa. InWe ~~recent~~are ~~years, we have~~ invested ~~heavily~~ in our talent acquisition and development processes., ~~We’ve~~and ~~implemented~~we utilize standardized assessment processes for candidate selection, ~~created~~as well as formalized frameworks for ~~formalized~~employee development and career paths~~, developed mentoring systems, and implemented regular leadership workshops~~. We~~’ve~~ have also ~~strengthened~~established ~~our~~ succession planning processes ~~with~~to ~~annual~~support ~~talent~~leadership ~~reviews~~continuity and ~~actions~~the long-term growth of our organization.

In fiscal year 2026, we implemented a company‑wide career framework designed to bring greater consistency and transparency to job titles, role definitions, and position levels across Mesa. This framework is intended to support employees in understanding role expectations and opportunities for growth and advancement, encourage internal mobility, and promote consistent talent and compensation decisions.

Inclusive Workforce

We maintain a commitment to foster an inclusive workplace. We believe our ~~employees~~workforce should reflect the communities in which we live, work and serve. In our hiring practices, we strive to attract and retain the most qualified individuals for open positions~~; we~~ and seek inclusive slates of qualified applicants for all roles within Mesa. inWe ~~order~~believe tothis ~~ensure~~approach ~~that~~supports ~~our~~the ~~workforce~~creation isof a workforce comprised of individuals and teams who can cultivate sustainable, creative improvement, and who are capable of and committed to furthering our purpose of Protecting the Vulnerable®.

Employee Engagement

We ~~have~~maintain ~~established~~ an employee engagement process ~~where~~designed ~~we leverage external expertise~~ to ~~develop~~assess aand ~~meaningful~~respond ~~survey~~ to ~~assess~~ what matters most to our employees. ~~We develop plans and communication strategies to address our key findings through a collaborative process with our employee teams. Our goal is to drive consistent year over~~ year improvement in engagement, which we believe will drive long-term career progression and company results. In addition to our engagement surveys, we utilize a variety of channels to facilitate open and direct communication with our employees, including: (i) town hall meetings with our executive and leadership teams; (ii) internally maintained websites; and (iii) an anonymous whistleblower hotline that is advertised to our employees.

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We periodically administer engagement surveys, developed with external expertise, and use the results to inform action plans and communication strategies developed collaboratively with employee teams. Our objective is to drive consistent year‑over‑year improvement in engagement, which we believe supports long‑term employee development and, in turn, business performance.

In addition to engagement surveys, we utilize multiple channels to facilitate open communication, including town hall meetings with executive leadership, internal communication platforms, and an anonymous whistleblower hotline available to all employees.

Total Rewards

We are intentional in providing fair and equitable compensation to all of our employees. Our compensation and benefits are ~~competitive~~designed to be competitive with the market and to create incentives to that attract and retain employees. In determining merit increases, we evaluate individual performance~~—including~~ ~~measuring~~and ancontributions ~~individual's contribution~~ to company ~~goals~~objectives ~~and~~through ~~performing~~structured ~~semi-annual~~ performance ~~reviews—~~review processes to align financial incentives with individual contributions. Our compensation package includes market-competitive pay, cash bonuses, stock-based compensation tofor certain levels of employees, healthcare and retirement benefits, paid time off, paid caregiver leave, and 401(k) matching, among other benefits. Our total rewards program:

	●	Enables effective business operations and performance by offering comprehensive total rewards that attract, retain, and motivate our employees and promote their overall wellbeing; and
	●	Positions total direct compensation in a competitive range of the applicable market median in each jurisdiction, differentiated based on tenure, skills, and performance, and designed to attract and retain the best talent.

Health, Safety and Wellness

The health, safety and wellness of ~~all~~our employees is a top priority at Mesa:

● We deeply embed environmental, health and safety functions within our operations to ensure these critical areas remain a top priority and focus. ● We sponsor a variety of health and wellness programs designed to enhance the physical and mental well-being of our employees around the world; and ● Our Employee Assistance Program provides employees and their families with access to mental health, stress management and other support resources essential to navigating life changes and challenges.

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Available Information

We are subject to the reporting and other information requirements of the ~~Securities~~ Exchange Act ~~of 1934, as amended (“Exchange Act”)~~. We make available, free of charge, on or through our website at www.mesalabs.com ~~under the link “Financials”~~ in the Investor Information section, our annual report on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, and other information. Information on our website is not incorporated into this annual report ~~on Form 10-K~~ and is not a part of this report. The Securities and Exchange Commission (“SEC”) also maintains a website at www.sec.gov containing reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Our code of ethics and Board of Directors committee charters and policies are also posted on the Investor Information section of our website. The information on our website is not part of this or any other report Mesa files with, or furnishes to, the SEC.

Item 1A. Risk Factors

In addition to the other information set forth in this ~~Annual~~annual ~~Report~~report ~~on Form 10-K and~~ other documents we filed with the SEC, you should carefully consider the following factors, which could materially affect our business, financial condition or results of operations in future periods. The risks and uncertainties described below are those that we have identified as material, but these are not the only risks and uncertainties facing us. Our business is also subject to general risks and uncertainties that affect many other companies, such as market conditions, economic conditions, geopolitical events, changes in laws, regulations or accounting rules, fluctuations in interest rates, terrorism, wars or conflicts, major health concerns, natural disasters or other disruptions of expected business conditions. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our business, including our results of operations, liquidity and financial condition.

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Business and Strategic Risks

Conditions in the global economy, the markets we serve, and financial markets may adversely affect our business, financial statements, and access to capital markets.

Our business is sensitive to general economic conditions, market disruptions and uncertainties. We have been affected, inand ~~recent~~may ~~years~~continue to be affected, by elevated interest rates, reduced levels of capital expenditures in the industries we serve, inflation in domestic and international markets, and labor availability constraints. In addition ~~to these factors~~, recent and any further significant developments or changes in international trade, national laws or policies to protect or promote domestic interests ~~and/~~or address foreign competition (including the imposition of further tariffs),; slow or disrupted global economic growth,; increases in inflation,; changes or uncertainty ~~anticipation~~regarding ~~of potential changes in~~ governmental trade, fiscal, tax and monetary policies,; volatility in the currency, credit and ~~credit~~capital markets, ; high levels of unemployment or underemployment,; changes in capital or liquidity requirements for financial institutions,; government deficit reduction efforts and budget negotiation dynamics,; sequestration or government ~~shut-downs,~~shutdowns; austerity measures,; sovereign debt defaults,; and other ~~challenges~~conditions that ~~adversely~~negatively affect the global economy could adversely affect us and our distributors, customers and suppliers, including by:

● reducing demand for our products and services, limiting the financing available to our customers and suppliers, increasing order cancellations and resulting in longer sales cycles and slower adoption of new technologies; ● increasing our costs and otherwise reducing profits realized from sales made ~~into~~in areas where unfavorable trade conditions exist; ● increasing the difficulty of collecting accounts receivable and the risk of excess and obsolete inventories; ● increasing price competition in our served markets; ● interrupting our supply chains, which could disrupt our ability to produce our products; ● increasing the risk of impairment of goodwill and other long-lived assets, and the risk that we may not be able to fully recover the value of other assets such as tax assets; ● increasing the risk that counterparties to our contractual arrangements will become insolvent or otherwise unable to fulfill their contractual obligations, which could increase the risks identified above; and ● adversely impacting market sizes and growth rates.

If● ~~growth~~increasing in the ~~global~~difficulty ~~economy~~of orcollecting inaccounts ~~any~~receivable ofand the ~~markets~~risk weof ~~serve~~excess ~~slows~~and ~~for~~obsolete ainventories; ~~significant~~● ~~period,~~increasing ifprice ~~there~~competition isin ~~significant~~our ~~deterioration~~served inmarkets; ~~the~~● ~~global~~interrupting ~~economy~~our orsupply ~~such~~chains, ~~markets~~which orcould ifdisrupt ~~improvements~~our inability ~~the~~to ~~global~~produce ~~economy~~our doproducts; ~~not~~● ~~benefit~~increasing the ~~markets~~risk weof ~~serve,~~impairment ~~our~~of ~~business~~goodwill and ~~financial~~other ~~results~~long-lived ~~could~~assets, beand ~~adversely~~the ~~affected.~~risk Wethat ~~cannot~~we ~~predict~~may ~~the~~not ~~likelihood,~~be ~~duration~~able orto ~~severity~~fully ofrecover ~~any~~the ~~disruption~~value inof ~~financial~~other ~~markets~~assets orsuch ~~any~~as ~~adverse~~tax ~~economic~~assets; ~~conditions~~● inincreasing the ~~U.S.~~risk orthat ~~other~~counterparties ~~countries.~~to ~~See~~our ~~“Our~~contractual ~~international~~arrangements ~~operations~~will ~~subject~~become usinsolvent or otherwise unable to afulfill ~~wide~~their ~~range~~contractual ofobligations, which could increase the risks~~” for~~ ~~further~~identified ~~information~~above; and ● adversely impacting market sizes and growth rates.

If growth in the global economy or in any of the markets we serve slows for a significant period, if economic conditions deteriorate significantly, or if economic improvements do not benefit the markets in which we operate, our business, results of operations and financial results could be adversely affected. We cannot predict the likelihood, duration or severity of any market disruption or adverse economic conditions. See “Our international operations subject us to a wide range of risks” for further information.

Our international operations subject us to a wide range of risks.

~~Our~~We ~~operations~~operate ~~and~~on ~~sales~~a ~~outside~~global ofscale, ~~the~~and ~~United~~our ~~States~~international ~~have~~operations ~~increased~~expose asus ato ~~result~~risks ofthat ~~our~~may ~~strategic~~be ~~acquisitions~~more ~~and~~significant ~~the~~than ~~continued~~those ~~expansion~~we offace ~~our~~in ~~commercial~~the ~~organization~~United States. ~~Risks~~These ~~related~~risks toinclude, ~~these~~among ~~increased foreign operations include~~others:

● fluctuations in foreign currency exchange rates, which may affect reported results from operations as well as actual costs; ● trade protection measures, embargoes and import or export restrictions and compliance requirements; ● ~~fluctuations~~differing inprotection ~~foreign~~of ~~currency~~intellectual ~~exchange rates~~property, ~~which~~technology ~~may~~and ~~affect~~data ~~reported~~in ~~results~~foreign ~~from~~jurisdictions, ~~operations~~including asthe ~~well~~risk asthat ~~actual~~our ~~costs~~products will be counterfeited; ● ~~interruption~~disruptions or delays in the transportation of materials to us and finished goods to our customers; ● differences in sales terms ofand ~~sale~~business practices, including longer payment terms than are typical in the United States; ● local product preferences and product requirements; ● ~~unexpected~~differing ~~changes in~~ laws or regulatory requirements, including ~~changes in~~ labor, oremployment and tax laws, and unexpected changes thereto; ● capital controls and limitations on ownership, ~~and~~as well as limitations on the repatriation of earnings and cash; ● changes in ~~general~~political, economic, ~~and~~or ~~political~~social conditions in countries where we operate, ~~particularly~~including ~~as a result of ongoing~~ economic instability ~~within~~or ~~foreign~~geopolitical ~~jurisdictions~~tensions;

~~Page~~● 7 difficulty staffing and managing geographically dispersed operations; ● difficulties implementing restructuring actions in a timely or comprehensive manner; ● greater uncertainty, cost, risk, and delay in commercializing products in certain foreign jurisdictions, including in connection with required regulatory approvals.

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●International ~~difficulty~~business risks have adversely affected our business and financial statements in ~~staffing~~the past, and ~~managing~~may ~~widespread~~do ~~operations;~~so ●again ~~differing~~in ~~labor~~the future. A deterioration in diplomatic relations or ~~employment~~trade ~~regulations;~~tensions ●between ~~difficulties~~the United States and any country in ~~implementing~~which ~~restructuring~~we ~~actions~~conduct onbusiness acould ~~timely~~adversely oraffect ~~comprehensive~~our ~~basis;~~operations ●and ~~differing~~profitability. ~~protection~~In fiscal year 2026, we generated approximately 8% of ~~intellectual~~our ~~property;~~sales from operations in China and ●45% of ~~greater~~our ~~uncertainty~~sales from other non-U.S. countries, ~~risk~~primarily in Europe. Accordingly, ~~expense~~political, ~~and~~economic, ~~delay~~legal, inregulatory, ~~commercializing~~compliance, ~~products~~social and business conditions in ~~certain~~these ~~foreign~~countries ~~jurisdictions,~~generally ~~including~~can ~~with~~adversely ~~respect~~influence toour ~~product~~business and ~~other~~financial ~~regulatory approvals~~results.

~~International~~Global ~~business~~trade ~~risks~~tensions have inresulted ~~the past, and may~~ in ~~the~~tariffs ~~future,~~on ~~negatively~~materials ~~affect~~we ~~our~~import ~~business~~ and ~~financial~~on ~~statements.~~products ~~A deterioration~~we inexport, ~~diplomatic~~which ~~relations~~have ~~between~~increased, ~~the United States~~ and ~~any~~may ~~country~~continue ~~where~~to weincrease, ~~conduct business could adversely affect~~ our ~~future~~costs ~~operations~~ and ~~lead~~delay tocertain acustomer ~~decline in profitability~~orders. In ~~fiscal~~These ~~year~~tariffs ~~2025,~~could wereduce ~~generated~~demand ~~approximately~~for ~~11% of~~ our ~~sales~~products ~~from operations in China~~ and ~~41%~~services ~~of our sales from other non-domestic countries, primarily in Europe. Accordingly, political, economic, legal, compliance, social~~ and ~~business~~disrupt ~~conditions in China and Europe generally can adversely influence~~ our ~~business~~supply ~~and financial statements~~chains. ~~Subsequent~~These toeffects ~~our fiscal year end, escalating global trade tensions have resulted in tariffs on imported materials and on products we export to other countries, which~~ could adversely impact our total revenues and profitability. Further, considerable uncertainty exists regarding the long-term effects of fiscal and monetary policies pursued domestically and internationally. Uncertainty or adverse changes to conditions in ~~China~~markets orwe ~~Europe~~serve, or in the ~~policies~~laws, ~~laws~~regulations ~~and~~or ~~regulations~~policies of ~~international~~foreign governments, can adversely affect ~~the overall~~ economic growth of countries where we make significant sales, or of the particular industries in which we participate, and can adversely affect our business and financial statements.

Our international operations are ~~governed~~also bysubject to the U.S. Foreign Corrupt Practices Act and similar anti-corruption laws ~~outside~~in ~~the~~other ~~United States~~jurisdictions. Global enforcement of anti-corruption laws has increased in some countries in recent years. Any alleged or actual violations of these laws may subject us to government investigations, ~~and~~ significant criminal or civil ~~sanctions~~penalties and other liabilities, and could negatively affect our business, reputation and financial condition.

Our growth could suffer if the markets into which we sell our products and services decline, do not grow as anticipated or experience volatility.

Our growth depends in part on the growth of the markets which we serve, and visibility into ~~our~~these markets is limited, (particularly ~~for~~in ~~markets~~those ~~into~~where ~~which~~ we sell through ~~distribution)~~distributors. Our revenues and profits depend substantially on the volume and timing of orders received, which are difficult to forecast. ~~Any~~A decline or lower -than -expected growth in our served markets could diminish demand for our products and services, which would adversely affect our financial results. Certain of our businesses’ demand depends on customers’ capital spending budgets as well as government funding policies and interest rates, and matters of public policy and government budget dynamics as well as product and economic cycles can affect the spending decisions of these customers. Demand for our products and services is also sensitive to changes in customer order patterns, which may be affected by announced price changes, marketing or promotional programs, new product introductions, changes in distributor or customer inventory levels, or other factors. Any of these factors could adversely affect our growth and results of operations in any given period.

WeDemand ~~face~~for ~~competition~~certain of our products is influenced by customers’ capital spending budgets, the availability of government research funding, interest rates, and ifbroader wematters ~~are~~of ~~unable~~public policy and government budget dynamics. Demand for our products and services is sensitive to ~~compete~~changes ~~effectively~~in customer order patterns, wewhich may ~~experience~~be ~~decreased~~affected ~~demand~~by ~~and market~~announced ~~share~~price changes, ~~resulting~~marketing or promotional programs, new product introductions, changes in ~~decreased~~distributor ~~revenues.~~or ~~Even~~customer ifinventory welevels, ~~compete~~product ~~effectively~~life cycles, weeconomic ~~may~~cycles beor ~~required~~other tofactors. ~~reduce~~Any ~~prices~~of ~~for~~these factors could adversely affect our ~~products~~growth and ~~services,~~results ~~resulting~~of operations in ~~decreased~~any ~~profit~~given ~~margins~~period.

~~The~~We ~~markets~~face ~~for~~competition ~~our current~~ and ~~potential~~if ~~products~~we are ~~competitive.~~unable ~~Because~~to ofcompete ~~the~~effectively, ~~range~~we ofmay experience reduced demand for our products and services ~~we sell~~ and ~~the~~a ~~variety~~loss of ~~markets~~market ~~we serve~~share, wewhich ~~encounter~~could aresult ~~wide~~in ~~variety~~decreased ofrevenues. ~~competitors~~Even if we compete effectively, ~~including~~competitive ~~several~~pressures ~~that~~may ~~possess~~require ~~both~~us ~~larger~~to ~~sales~~reduce ~~forces~~prices ~~and~~or ~~greater~~offer ~~capital~~other ~~resources~~concessions, which could decrease our profit margins.

InThe ~~order~~markets tofor ~~compete~~our ~~effectively,~~current weand ~~must~~potential ~~maintain~~products ~~relationships~~are ~~with~~competitive. ~~key~~Because ~~customers,~~of ~~continue~~the tobreadth ~~grow~~of our ~~business~~product ~~by establishing relationships with new customers, develop new products~~ and ~~services~~service toofferings ~~maintain~~ and ~~expand~~the ~~our~~variety ~~brand~~of ~~recognition,~~markets ~~and~~we ~~penetrate new markets~~serve, ~~including~~we ~~in high~~compete ~~growth~~against ~~markets.~~a ~~Our~~wide ~~failure~~range toof ~~compete~~competitors, ~~effectively~~including orseveral ~~pricing~~that ~~pressures~~possess ~~resulting~~larger ~~from~~sales ~~competition~~forces ~~may~~and ~~adversely~~greater ~~impact~~capital ~~our results of operations~~resources.

~~Changing~~To ~~industry~~compete ~~trends~~effectively, we must maintain strong relationships with existing key customers, establish relationships with new customers, continue to develop new products and services, enhance and protect our brand, and expand into new and higher-growth markets. Failure to compete effectively or pricing pressures resulting from competition may ~~affect~~adversely impact our results of operations.

~~Various~~Industry ~~changes~~consolidation ~~within the industries we serve may limit future demand for our products~~ and ~~may~~shifts ~~include~~in ~~mergers~~customer ~~within~~behavior ~~key~~could ~~industries~~adversely weaffect ~~serve, making us more dependent on fewer, larger customers for~~ our ~~sales;~~results ~~decreased~~of product demand driven by changes in customers' regulatory environments or standard industry practices; price competition for key products; and new competitor products that may result in customers discontinuing new ordersoperations.

Shifts in the industries we serve may limit future demand for our products and negatively affect our financial performance. Such changes may include mergers within key industries, which could increase our reliance on fewer, larger customers or suppliers; changes in customers' regulatory environments or prevailing industry practices that could reduce demand for our products; increased price competition for key products; and the introduction of new competing products that may result in reduced or discontinued customer orders.

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Our growth depends in part on the timely development, commercialization, and customer acceptance of new and enhanced products and services based on technological innovation.

Our growth depends on the acceptance of our products and services in the marketplace, ~~the~~market penetration achieved by the companies to which we sell, and our ability to introduce and commercialize new and innovative products that meet the needs of the ~~various~~ markets we serve. We can offer no assurance that we will be able to continue to introduce new and enhanced products, that the products we introduce, or have introduced, will beachieve ~~widely~~broad ~~accepted~~market ~~by the marketplace~~acceptance, or that our direct sales team or independent distributors will successfully penetrate ~~our~~existing ~~various~~or ~~markets. Our failure to introduce~~ new ~~and enhanced products or gain widespread acceptance of our products and services could adversely affect our financial results~~markets. IfFailure ~~we fail~~ to accurately ~~predict~~anticipate ~~future~~ customer needs and preferences,; ~~fail~~develop ~~to produce~~ viable ~~technologies~~, ordifferentiated ~~fail to~~and ~~protect~~competitive ~~the~~technologies; ~~intellectual~~commercialize ~~property~~new ~~related~~products toand ~~such~~services ~~technologies,~~in wea ~~may~~timely ~~invest~~and ~~heavily~~cost-effective inmanner; ~~research~~protect ~~and~~related ~~development~~intellectual ofproperty ~~products~~ and ~~services~~obtain ~~that~~required doregulatory ~~not lead to significant revenues~~approvals, ~~which~~ could adversely affect our ~~profitability. Even if we successfully innovate and develop new and enhanced products and services~~growth, weresults ~~may~~of ~~incur substantial costs in doing so~~operations, and ~~our~~financial ~~profitability may suffer~~condition.

~~Page~~We 8 may also invest heavily in research and development initiatives that do not result in significant revenues. Even if we successfully develop new and enhanced products and services, we may incur substantial costs in doing so, and our profitability may suffer as a result.

Our success depends on our ability to recruit, retain and motivate skilled employees, and changes to our management team may not provide the benefits we expect.

Our success depends largely upon the continued service of our employees and our ability to attract, retain and motivate personnel, some of whom work in competitive labor markets. The market for highly skilled workers and leaders, particularly in the areas of manufacturing, science, technology and management, is extremely competitive, and expectations from qualified talent in many areas of the labor market have recently evolved and escalated. Loss of key personnel or an inability to hire qualified employees could materially adversely affect our business and financial statements, disrupt manufacturing activities, impede our ability to meet compliance requirements, increase backlog, or inhibit strategic growth.

In March 2026, we announced a transition in our Chief Executive Officer ("CEO") position, effective in April 2026. Leadership transitions, including changes in executive management, can be disruptive and may result in uncertainty among employees, customers and other business partners. Such transitions may also divert management attention from day‑to‑day operations and strategic initiatives, affect our ability to attract and retain key personnel, or delay or disrupt the execution of our business strategies.

In addition, changes in executive leadership may lead to shifts in strategic priorities, business practices, or organizational culture that could be difficult to implement effectively or may not produce the desired results. While our Board of Directors and management team are actively managing the CEO transition and have taken steps to promote continuity and stability, there can be no assurance that the transition will be executed successfully or that our business performance will not be adversely affected.

Adverse changes in our relationships with, or the financial condition, performance, or purchasing patterns of, distributors and other channel partners could adversely affect our business, results of operations, and financial condition.

We sell a significant number of products to distributors and other channel partners that have valuable relationships with end customers and end users. Some of these distributors and other partners also sell or utilize our competitors’ products or compete with us directly. Adverse changes in our relationships with these distributors and other partners, adverse developments in their financial condition, performance or purchasing patterns, or consolidation among distributors could adversely affect our business and financial statements. We do not directly control the actions of our distributors. Our distributors may fail to comply with export laws or the terms of their distribution agreements, which could expose us to legal, financial or reputational risks and adversely affect our business and financial statements.

Uncertainties related to the use of artificial intelligence (“AI”) in our business may result in harm to our business and reputation.

Our use of AI technologies is at an early stage. Ineffective, inadequate or premature use of AI could result in unintended consequences, including competitive harm, regulatory penalties, legal liability, loss or misuse of intellectual property, disclosure of confidential or proprietary information, data privacy or cybersecurity incidents, or brand or reputational harm. In addition, if we fail to successfully deploy AI in our business activities, products, or services, or fail to keep pace with technological advancements and competitors that may more effectively adopt AI, our competitiveness, growth prospects and financial performance could be adversely affected. We may also incur significant costs in evaluating or implementing AI technologies, and such investments may not result in anticipated benefits or returns.

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If we are unable to continue to hire and retain skilled personnel, we will have difficulty manufacturing and marketing our products.

Our success depends largely upon the continued service of our employees and our ability to attract, retain and motivate personnel, some of whom work in competitive labor markets. Loss of key personnel or our inability to hire and retain personnel could materially adversely affect our manufacturing efforts, harm our ability to meet compliance requirements, and increase backlog.

Adverse changes in our relationships with, or the financial condition, performance, purchasing patterns or inventory levels of, distributors and other channel partners could adversely affect our financial statements.

We sell a significant number of products to distributors and other channel partners that have valuable relationships with customers and end-users. Some of these distributors and other partners also sell our competitors’ products or compete with us directly. Adverse changes in our relationships with these distributors and other partners, or adverse developments in their financial condition, performance or purchasing patterns, could adversely affect our business and financial statements.

The levels of inventory maintained by our distributors and other channel partners, and changes in those levels, can also negatively impact our results of operations in any given period. In addition, the consolidation of distributors could adversely impact our business and financial statements. We cannot directly control the actions of our distributors. Our distributors may not comply with export laws or follow the terms of the distribution agreements which require compliance with export laws, which could have legal or financial implications for us.

Operational Risks

~~Significant~~Geopolitical pressures ~~developments~~in ~~or uncertainties related to social, political, regulatory and economic matters within~~ the ~~U.S.~~markets ~~and~~in ~~internationally,~~which ~~including~~we ~~with~~operate ~~respect~~may toadversely ~~international~~affect ~~trade policies and tariffs, could have an adverse effect on~~ our ~~business~~financial results.

~~Changes,~~Geopolitical events ~~potential~~and ~~changes~~conflicts ormay ~~uncertainties~~adversely inimpact macroeconomic ~~social, political, regulatory and economic~~ conditions ~~or laws~~ and ~~policies~~could ~~governing~~have ~~foreign~~a ~~trade,~~material ~~manufacturing,~~adverse ~~development~~impact ~~and~~on ~~investment~~our infinancial ~~the~~results. ~~territories~~The ~~and~~ultimate ~~countries~~impact ~~where~~of wemilitary ~~or our customers operate~~conflicts, orsuch ~~governing~~as ~~the~~those ~~healthcare~~involving ~~system or life sciences industries~~Iran, ~~have~~Russia inand ~~the past~~Ukraine, and ~~could~~Israel inand ~~the~~neighboring ~~future~~regions, is ~~adversely~~highly ~~affect our business and financial results~~unpredictable. ~~For~~In ~~example~~particular, ~~increased~~disruptions ~~tariffs on imported essential materials could raise production costs and reduce profitability if we are unable~~ to ~~pass~~global ~~these~~trade ~~costs~~routes onor toenergy ~~customers. Additionally~~shipments, ~~tariffs~~including through onthe ~~products~~Strait weof ~~export~~Hormuz, ~~to other countries~~ could ~~limit~~result ~~our~~in ~~access~~volatility toin ~~key~~fuel ~~international markets~~prices, ~~restricting~~heightened ~~revenue~~inflationary ~~growth.~~pressures, ~~Any~~and ~~delays~~strain oron ~~disruptions~~global ~~in our~~ supply ~~chain~~chains. ~~due~~We todo ~~geopolitical~~not ~~tensions,~~sell ~~regulatory~~into ~~changes,~~countries orwith ~~trade~~applicable ~~disputes could adversely affect our ability to manufacture and deliver products~~sanctions, ~~potentially~~such ~~impacting~~as ~~our~~Iran ~~financial performance~~ and ~~customer relationships~~Russia. ~~Trade~~ ~~tensions~~Our ~~between~~transactions ~~the~~in ~~United~~foreign ~~States~~countries ~~and~~currently ~~China~~involved ~~remain~~in ~~particularly~~geopolitical ~~high,~~conflicts ~~and~~have ~~each~~historically ~~country~~been ~~has imposed tariffs on a wide range of goods imported from the other country~~immaterial. This ~~China~~does ~~accounted~~not ~~for~~mean, ~~approximately 11% of our sales during the year ended March 31~~however, ~~2025.~~that ~~These factors could adversely affect~~ our business ~~and~~is ~~financial~~unaffected ~~results~~by ingeopolitical ~~the future~~events.

~~Geopolitical~~In addition, trade tensions, including between China and the U.S., could negatively affect fuel prices, inflation, global supply chains and other macroeconomic ~~pressures~~conditions. inThese ~~the~~impacts ~~markets~~could inmaterially ~~which~~harm weour ~~operate~~business ~~may~~by adversely ~~affect~~affecting global economic growth, disrupting discretionary spending patterns, and generally reducing demand for our ~~financial~~products ~~results~~and services. Our sales to China have been significant in previous periods.

We Geopolitical issues around the world can impact macroeconomic conditions and could have a material adverse impact on our financial results. For example, the ultimate impact of military conflicts (such as the conflict between Russia and Ukraine or the conflict in Israel and the surrounding areas) and trade tensions (such as between China and the U.S.) on fuel prices, inflation, the global supply chain and other macroeconomic conditions is unknown and could materially adversely affect global economic growth, disrupting discretionary spending habits and generally decreasing demand for our products and services. While our sales to Russia, Ukraine and Israel have historically produced an immaterial amount of revenues and profitability compared to the overall company, our sales to China have been more substantial, and we cannot predict the impact that global conflicts or tensions may have on future financial results.

A significant disruption in, or breach in security of, our information technology systems or data could adversely affect our business, reputation and financial statements.

We rely on information technology systems, some of which are provided, hosted or managed by third parties, to process, transmit and store electronic information, (including sensitive data such as confidential business information and~~/or~~ personally identifiable data relating to employees, customers, and other business partners),. ~~and~~These tosystems ~~manage~~also or support a variety of critical business processes and activities, ~~(such~~including as receiving and fulfilling orders, billing, collecting and making payments, shipping products, providing services and support to customers and fulfilling contractual obligations). Errors, defects, security issues or other vulnerabilities in our systems, third-party ~~technology~~systems, or in the ~~integration~~interaction of third-party ~~technology~~systems with our ~~systems~~technology could ~~result~~disrupt ~~in issues that could harm~~ our ~~business.~~operations ~~In addition, some products~~ or ~~software~~otherwise weharm ~~sell to customers may connect to~~ our ~~systems for maintenance or other purposes. These systems, products and services (including those we acquire through~~ business acquisitions) may be damaged, disrupted or shut down due to attacks by computer hackers, computer viruses, ransomware, human error or malfeasance, power outages, hardware failures, telecommunication or utility failures, catastrophes or other unforeseen events, and in any such circumstances our system redundancy and other disaster recovery planning may be ineffective or inadequate. Attacks may also target hardware, software and information installed, stored or transmitted in our products after such products have been purchased and incorporated into third-party products, facilities or infrastructure. Our information technology systems have been subject to computer viruses, malicious codes, unauthorized access and other cyber-attacks, and we expect the sophistication and frequency of such attacks to continue to increase. Unauthorized tampering, adulteration or interference with our products may adversely affect product functionality and result in loss of data, risk to product safety and product recalls or field actions.

~~Any~~Our ~~attacks,~~information ~~breaches,~~technology ~~incidents,~~systems ~~compromises or~~(including ~~other~~those ~~disruptions~~acquired orthrough ~~damage~~business ~~could:~~acquisitions) ~~interrupt~~may ~~our~~be ~~operations~~damaged, disrupted or ~~the~~shut ~~operations~~down ofdue ~~our~~to ~~customers~~cyberattacks, ~~and~~including ~~partners; delay~~hacking, ~~production~~malware, ~~and~~ransomware, ~~shipments; result~~or inother ~~misappropriation,~~malicious ~~destruction~~activity; orhuman ~~unauthorized~~error ~~disclosure~~or ofmalfeasance; ~~our~~power ~~and~~outages; ~~our~~hardware ~~customers’~~failures; ~~intellectual~~telecommunication ~~property,~~or ~~trade~~utility ~~secrets,~~failures; ~~personal~~catastrophes; ~~data,~~ or other ~~confidential~~unforeseen ~~information;~~events. ~~damage~~In ~~customer,~~such ~~business partner~~circumstances, ~~and~~our ~~employee~~system ~~relationships,~~redundancy and ~~our~~other ~~reputation; or~~disaster ~~result~~recovery inmeasures ~~defective~~may ~~products~~be ineffective or ~~services,~~inadequate. ~~legal~~Cyberattacks ~~claims~~may ~~and~~also ~~proceedings~~target hardware, ~~liability~~software and ~~penalties~~information ~~under~~stored ~~privacy~~in ~~laws~~or ~~and~~transmitted ~~increased~~by ~~costs~~certain ~~for~~of ~~security~~our products and ~~remediation,~~our ~~each~~systems ofafter ~~which~~products ~~could~~have ~~adversely~~been ~~affect~~purchased ~~our~~and ~~business~~incorporated into third-party products, ~~reputation~~processes, ~~and~~facilities ~~financial~~or ~~statements~~infrastructure.

~~Page~~Our 9 information technology systems have been subject to computer viruses, malicious code, unauthorized access and other cyber incidents, and we expect the scale, sophistication and frequency of such attacks to continue to increase. Unauthorized tampering, adulteration of or interference with our products may adversely affect product performance or safety, and may result in data loss, product recalls, field actions, or reputational harm. In addition, the rapid evolution and increased adoption of AI, including by malicious actors, may further increase the complexity and severity of cybersecurity risks.

Any cyber incident, system failure, other disruption or damage could interrupt our operations or those of our customers and business partners; delay production and shipments; result in the loss, theft, or unauthorized disclosure of intellectual property, trade secrets, personal data, or other confidential information; damage our reputation and relationships with customers, business partners, and employees; or result in defective products or services, legal claims and proceedings, regulatory investigations, fines, penalties, or increased costs related to remediation and security enhancements. Any of these could adversely affect our business, reputation and financial results.

Further, a significant number of our employees work remotely, which may increase our exposure to cybersecurity risks. Any failure to maintain reliable information technology systems, exercise appropriate controls, or comply with data privacy and security requirements can result in adverse regulatory consequences, business consequences and litigation.

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~~Further,~~Disruptions ain ~~significant number of~~ our ~~employees~~supply ~~work remotely~~chains, ~~which~~increases ~~exposes~~in uscosts, toor ~~greater~~manufacturing ~~cybersecurity~~inefficiencies ~~risks. Any~~could ~~inability~~adversely toaffect ~~maintain~~our ~~reliable~~financial ~~information~~results. ~~technology~~In ~~systems~~addition, ~~and~~our ~~appropriate~~reliance ~~controls~~upon ~~with~~sole ~~respect~~or tolimited ~~global~~sources ~~data~~of ~~privacy~~supply ~~and~~for ~~security~~certain ~~requirements~~materials, components and ~~prevent~~services ~~data~~could ~~breaches~~cause ~~can~~production ~~result in adverse regulatory consequences~~interruptions, ~~business~~delays ~~consequences~~ and ~~litigation~~inefficiencies.

~~Supply~~Our ~~chain and manufacturing risks could adversely affect our~~ financial results. Independ ~~addition,~~on ~~our~~the ~~reliance~~availability, ~~upon~~quality ~~sole~~and ortimely ~~limited~~delivery ~~sources~~ of ~~supply for certain~~ materials, components, ~~and~~ services ~~could~~and ~~cause~~labor ~~production~~required ~~interruptions,~~for ~~delays~~our ~~and inefficiencies~~operations.

We ~~purchase~~source materials, components and equipment from third-party ~~parties~~suppliers, ~~for~~and ~~use~~ in ~~our~~certain ~~manufacturing~~cases ~~operations.~~rely ~~Our~~on ~~results~~sole ofor ~~operations~~limited ~~could~~suppliers bedue ~~adversely~~to ~~impacted~~quality ifconsiderations, weregulatory ~~are~~requirements, ~~unable~~cost toeffectiveness, ~~adjust~~availability, ~~our~~or ~~purchases~~unique todesign ~~reflect~~specifications. ~~changes~~If inour ~~customer~~suppliers ~~demand~~experience ~~and~~financial, ~~market~~operational ~~fluctuations.~~or ~~Suppliers~~other ~~may~~difficulties, or if they extend lead times, limit ~~supplies~~supply oravailability, increase prices., Ifor wefail ~~cannot~~to ~~purchase~~meet ~~sufficient~~our ~~products~~quality ator ~~competitive~~delivery ~~prices~~requirements, ~~and~~we ofmay be unable to obtain sufficient ~~quality~~quantities of materials or components on a timely ~~enough~~ basis, and we may be unable to ~~meet demand~~quickly establish or qualify replacement sources, which could delay product shipments and revenue recognition. Our supply chains may also be ~~delayed,~~disrupted by external events beyond our ~~costs~~control, ~~may~~including ~~increase~~natural disasters, public health crises, armed conflicts, terrorist actions, trade restrictions or wetariffs, ~~may~~or ~~breach~~legislative ~~our~~or ~~contractual~~regulatory ~~commitments~~changes. Any of these factors could result in production interruptions, extended lead times, manufacturing inefficiencies, or inability to continue offering certain products and ~~incur~~services, ~~liabilities~~any of which could adversely affect our business and financial results.

In addition, ~~some~~due ofto ~~our~~competitive ~~businesses purchase certain required products from sole or limited source suppliers for reasons of quality assurance~~pressures, ~~regulatory~~customer ~~requirements,~~ cost-containment ~~effectiveness~~efforts, ~~availability~~and orthe ~~uniqueness~~terms of ~~design.~~certain Ifcontracts ~~these~~we orare ~~other~~party ~~suppliers encounter financial~~to, ~~operating or other difficulties or if our relationship with them changes,~~ we ~~might~~may not be able to ~~quickly~~fully ~~establish~~ or ~~qualify~~timely ~~replacement~~pass ~~sources~~along ofincreased ~~supply. A~~costs ~~shortage~~for ofmaterials, ~~components~~labor or ~~key~~transportation ~~materials~~through ~~that~~to ~~comprise~~customers. ~~components~~When ~~used~~we inare ~~our~~unable ~~products could cause a significant disruption~~ to ~~our~~offset ~~production~~higher ~~schedule~~supply and ~~have~~labor acosts ~~substantial~~through ~~adverse~~pricing ~~effect~~actions ~~on our financial condition~~ or ~~results~~cost ~~of operations. The supply chains for our businesses could be disrupted in the future by supplier capacity constraints,~~ reductions ~~in the number of suppliers due to bankruptcy or other events~~, ~~decreased~~our ~~availability~~margins ~~of key raw materials or commodities~~ and ~~external~~profitability ~~events~~can ~~such~~decline ~~as natural disasters, public health problems, war, terrorist actions, governmental actions~~ and ~~legislative~~our orbusiness ~~regulatory changes. Any of these factors could result in production interruptions, delays, extended lead times~~ and ~~inefficiencies,~~financial orstatements ~~inability~~can tobe ~~continue~~adversely ~~offering certain products~~affected.

Our revenues and other operating results depend ~~in large part~~ on our ability to manufacture and assemble ~~our~~ products in sufficient quantities and in a timely manner. ~~Any~~Because ~~interruptions~~ we ~~experience~~cannot inalways ~~the~~immediately ~~manufacture~~adapt ~~or shipment of~~ our ~~products~~production orcapacity ~~changes~~and torelated ~~the~~cost ~~way~~structures wein ~~manufacture~~response ~~products could delay our ability~~ to ~~recognize~~changing ~~revenues.~~market ~~In addition~~conditions, weperiods ~~must~~of ~~maintain~~reduced ~~sufficient~~demand ~~production~~may ~~capacity~~result in ~~order~~underutilized tocapacity ~~meet~~and ~~anticipated~~margin ~~customer demand~~pressure, ~~which~~while ~~carries~~periods ~~fixed~~of ~~costs~~increased ~~that~~demand we may ~~not~~strain beproduction ~~able to offset if orders slow, which would adversely affect our operating margins; these challenges would be exacerbated by increases in tariffs charged either inside or outside of the U~~capabilities.S. IfAny wefailure ~~are unable~~ to ~~manufacture~~effectively manage our ~~products~~supply ~~consistently~~chains, inmanufacturing ~~sufficient quantities~~capacity, ~~and~~or oncost astructure ~~timely~~could ~~basis,~~materially ~~our~~and ~~revenues,~~adversely ~~gross~~affect ~~margins and~~ our ~~other operating~~ results ~~will~~of beoperations ~~materially~~ and ~~adversely~~financial ~~affected~~condition.

Because we cannot always immediately adapt our production capacity and related cost structures to changing market conditions, our manufacturing capacity may at times exceed or fall short of our production requirements. Any or all of these problems could result in the loss of customers, provide an opportunity for competing products to gain market acceptance, and otherwise adversely affect our financial condition.

Our financial results are subject to fluctuations in the cost and availability of components and commodities that we use in our operations.

Our manufacturing operations employ a wide variety of components and raw materials and other commodities, including metallic-based components, electronic components, chemicals, and plastics and other petroleum-based products. Prices for and availability of these components, and raw materials and other commodities have fluctuated significantly in the past, and more recently prices have increased. Any sustained interruption in the supply of these items could disrupt production, delay customer order fulfillments, and adversely affect our business. If we are unable to fully recover higher costs through price increases or offset these increases through cost reductions, or if there is a time delay between the increase in costs and our ability to recover or offset these costs, our margins and profitability could decline, and our financial results could be adversely affected.

In addition, transportation costs may increase, which may reduce our gross profit margins unless and until we are able to pass the cost increases along to our customers.

Violation of data privacy laws could adversely affect our business, reputation and financial statements.

If we are unable to maintain reliable information technology systems and appropriate controls with respect to global data privacy and security requirements and prevent data breaches, we may suffer adverse regulatory consequences, business consequences and litigation. As a multinational organization, we are subject to data privacy and security laws, regulations, and customer-imposed controls in numerous jurisdictions as a result of having access to and processing confidential, personal and/or sensitive data in the course of our business. The EU General Data Protection Regulation imposes strict requirements on how we collect and process personal data, including, among other things, a requirement for prompt notice of data breaches to data subjects and supervisory authorities in certain circumstances and significant fines for non-compliance. Data privacy laws in other jurisdictions, such as California and Colorado, also impose data privacy obligations. Government enforcement actions can be costly and can interrupt the regular operation of our business, and data breaches or violations of data privacy laws can result in fines, reputational damage and civil lawsuits, any of which may adversely affect our business, reputation and financial statements. In addition, compliance with various data privacy regulations around the world may require significant expenditures and may require changes in our products or business models that reduce revenues.

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Changes to dialysis methods and equipment capabilities may decrease demand for our renal care products and negatively impact our financial statements.

Our Dialyguard product line accounts for approximately one-third of the revenues and forty percent of the gross profit margin associated with our Calibration Solutions division. The majority of revenues in our Dialyguard business are associated with products used in dialysis clinics, while a smaller portion of our sales relate to in-home care. Technological advancements, such as dialysis machines that feature built-in dialysis calibration functionalities, have and may continue to adversely affect demand for our renal care products.

We may be unable to efficiently manage our growth as a larger and more geographically diverse organization.

Our strategic acquisitions and the organic expansion of our commercial ~~sales~~ operations have increased the scope and complexity of our business. As a result, we face challenges inherent in efficiently managing a more complex ~~business~~organization with an ~~increased~~expanded ~~number~~employee base ~~of employees~~ over ~~large~~multiple geographic ~~distances~~regions, including the need to implement and maintain appropriate systems, policies, ~~benefits~~benefit structures, internal controls, and compliance programs. ~~Our~~If ~~inability~~we are unable to effectively manage ~~successfully~~and aintegrate ~~substantially~~our ~~larger~~growing and geographically ~~more~~ diverse operations (including from a cultural perspective), ~~organization~~our ability to execute our business strategy and maintain operational efficiency could ~~materially~~be negatively impacted, which could adversely affect our operating results and financial statements.

IfCost wereduction ~~suffer loss to our facilities, supply chains, distribution systems~~ or ~~information~~efficiency ~~technology~~initiatives ~~systems~~may ~~due~~not toachieve anticipated benefits aand ~~catastrophic~~may ~~event,~~involve higher-than-expected ~~our~~transition ~~operations~~or ~~could~~implementation ~~be seriously harmed~~costs.

~~Our~~We ~~facilities~~periodically undertake initiatives intended to improve efficiency, ~~supply~~reduce ~~chains~~costs, ~~distribution~~or ~~systems~~better ~~and~~align ~~information~~our ~~technology~~cost ~~systems~~structure ~~are~~with ~~subject~~our tooperating ~~the~~needs. ~~risk~~These ofinitiatives ~~catastrophic~~may ~~loss~~include ~~due~~changes to ~~fire,~~staffing ~~flood~~levels, ~~earthquake,~~operating ~~hurricane~~processes, ~~pandemics~~or ~~and~~organizational ~~epidemics~~structures. ~~and~~Such ~~other~~initiatives ~~public~~involve ~~health~~significant ~~crises,~~judgment ~~war,~~and ~~terrorism~~assumptions and ~~other~~may ~~natural~~not ~~or human-made disasters.~~achieve Ifanticipated cost ~~any~~savings ~~of these facilities, supply chains~~ or ~~systems~~other ~~were~~benefits towithin ~~experience a catastrophic loss~~expected timeframes, itor ~~could~~at ~~disrupt~~all. ~~our~~In ~~operations~~addition, ~~delay~~these ~~production~~initiatives ~~and~~may ~~shipments,~~ result in higher ~~defective~~than ~~products~~expected costs, orincluding ~~services~~severance, ~~damage~~consulting, ~~customer~~implementation, ~~relationships~~or ~~and~~transition ~~our~~costs, ~~reputation~~ and ~~result~~may incause ~~legal~~operational ~~exposure~~disruption, ~~and~~loss ~~large~~of ~~repair~~institutional knowledge, or ~~replacement~~reduced ~~expenses.~~employee ~~Our~~morale, ~~insurance~~which ~~coverage~~could ~~with~~adversely ~~respect~~affect toour ~~natural~~business, ~~disasters~~results isof ~~limited~~operations, and ~~is subject to deductible and coverage limits~~financial ~~and may be unavailable or insufficient to protect us against such losses~~position.

~~The~~ Page life sciences and healthcare industries and related industries that we serve have undergone, and are in the process of undergoing, significant changes in an effort to reduce costs, which could adversely affect our financial results.13

~~Participants~~ Table ~~in the healthcare industry and related industries have implemented, and are implementing, significant changes in an effort to reduce costs. Many~~ of the end-users to whom our customers supply products rely on government funding of and reimbursement for healthcare products and services and research activities. The U.S. Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act (collectively, the “PPACA”), healthcare austerity measures in other countries and other potential healthcare reform changes and government austerity measures have reduced and may further reduce the amount of government funding or reimbursement available to customers or end-users of our products and services and/or the volume of medical procedures using our products and services. For example, the Inflation Reduction Act of 2022 contains various drug price negotiation provisions, inflationary rebates and government-established pricing provisions with varying implementation dates and subjects, and penalties could be imposed on manufacturers who fail to adhere to the government's interpretation of the law. The recent change in U.S. Presidential administration may also result in changes that unfavorably impact industries we serve and our business.Contents

~~These~~The ~~changes~~life ~~as well as other impacts from market demand~~sciences, ~~government regulations~~pharmaceutical, ~~third-party coverage and reimbursement policies and societal pressures have started changing the way~~ healthcare ~~is delivered, reimbursed~~ and ~~funded and may cause participants in the healthcare industry and~~ related industries ~~that~~ we serve tohave ~~purchase~~undergone, ~~fewer~~and ofcontinue ~~our~~to ~~products and services~~undergo, ~~reduce~~significant ~~the~~changes ~~prices~~in ~~they~~an ~~are~~effort ~~willing~~ to ~~pay for our products or services,~~ reduce ~~the amount of reimbursement and funding available for our products and services from governmental agencies or third-party payors~~costs, ~~affect~~which ~~the acceptance rate of new technologies and products and increase our compliance and other costs. All of the factors described above~~ could adversely affect our ~~business and~~ financial results.

Participants in the life sciences, healthcare and related industries have implemented, and continue to implement, significant cost-containment initiatives. Some end users of our products rely, directly or indirectly, on healthcare-related government funding, reimbursement, or research support. Legislative, regulatory, and policy developments such as the U.S. Patient Protection and Affordable Care Act as amended by the Health Care and Education Affordability Reconciliation Act, healthcare austerity measures in other countries, and other healthcare reform initiatives have reduced, and may further reduce, the amount of government funding or reimbursement available to our customers or to end users of our products and services and/or the volume of medical procedures that rely on our products and services. For example, the Inflation Reduction Act of 2022 includes provisions related to drug price negotiations, inflationary rebates and government-established pricing, with varying implementation dates and scopes. Penalties could be imposed on manufacturers who fail to adhere to the government's interpretation of these requirements. Further, changes in U.S. federal or state administrations and in healthcare policies and priorities may result in reforms or actions that unfavorably impact industries we serve and our business.

These and other factors, including market demand dynamics, government regulations, third-party insurance coverage and reimbursement policies, and societal pressures have changed and may continue to change how healthcare is delivered, reimbursed and funded. As a result, participants in the industries we serve may purchase fewer of our products and services, reduce the amount they are willing to pay for our products or services, experience reduced reimbursement and funding, delay or limit the adoption rate of new technologies, or require us to incur higher compliance or operating costs. Any of the factors described above could adversely affect our business and financial results.

The manufacture of many of our products is a highly exacting and complex process, and if we directly or indirectly encounter problems manufacturing products, our reputation, business and financial results could suffer.

The manufacture of many of our products is a highly exacting and complex process, due in part to strict regulatory requirements. ~~Problems~~Manufacturing issues may arise ~~during the manufacturing process~~ for a variety of reasons, including equipment ~~malfunction~~malfunctions, contamination, failure to follow specific protocols and procedures, ~~problems~~defects ~~with~~or variability in raw materials, natural disasters, ~~and~~or other environmental ~~factors,~~or ~~and~~external iffactors. ~~not~~If ~~discovered~~such ~~before~~issues ~~the~~are ~~product~~not isidentified ~~released~~prior to ~~market~~product release, they could result in recalls, ~~and~~field actions, or product liability exposure. ~~Because~~In ofaddition, due to the time required to approve and license certain regulated manufacturing facilities and ~~other~~ stringent ~~regulations~~oversight ofby the FDA and similar ~~agencies~~regulating ~~regarding the manufacture of certain of our products~~authorities, an alternative ~~manufacturer~~manufacturing capacity may not be available on a timely basis to replace ~~such~~disrupted production ~~capacity~~. Any ~~of these~~ manufacturing problems could result in significant costs, regulatory or legal liability, lost revenues, ~~and~~ loss of market share, ~~as well as~~ negative publicity, and damage to our reputation, ~~that~~which could reduce demand for our products and adversely affect our financial results.

~~Climate~~Changes ~~change, or legal or regulatory measures~~ to ~~address~~dialysis ~~climate~~methods ~~change~~ and ~~sustainability,~~equipment capabilities may ~~negatively~~decrease ~~affect~~demand ~~us,~~for ~~and~~our ~~any~~renal ~~actions~~care weproducts ~~take~~and ornegatively ~~fail~~impact toour ~~take~~business, inresults ~~response~~of tooperations, ~~such~~and ~~matters~~financial ~~could damage our reputation~~condition.

~~Climate~~Our ~~change~~Dialyguard ~~resulting~~product ~~from~~line ~~increased~~accounts ~~concentrations~~for ofapproximately ~~carbon~~30% ~~dioxide~~of ~~and other greenhouse gases in~~ the ~~atmosphere~~revenues could present risks to our operations. Physical risk resulting from acute changes (such as hurricanes, tornados, wildfires or flooding) or chronic changes (such as droughts, heat waves or sea level changes) in climate patterns can adversely impact our facilities and ~~operations,~~one-third ~~including the availability~~ of ~~employees~~gross ~~who~~profit ~~support~~margin ~~operations,~~associated ~~and~~with ~~can disrupt~~ our ~~supply~~Calibration ~~chains~~Solutions ~~and distribution systems~~division. ~~Concern~~The ~~over~~majority ~~climate~~of ~~change~~revenues ~~can also result~~ in ~~new~~our orDialyguard ~~additional~~business ~~legal~~are orassociated ~~regulatory~~with ~~requirements~~products ~~designed~~used toin ~~reduce~~dialysis ~~greenhouse gas emissions~~clinics, ~~mitigate~~while ~~the~~a ~~effects~~smaller ofportion ~~climate change on the environment (such as taxation~~ of, orour ~~caps~~sales onrelate ~~the~~to ~~use of, carbon~~in-~~based~~home ~~energy) and/or increase disclosures and stakeholder requests for changes to our processes or reporting with respect thereto~~care. ~~Any~~ ~~such~~Ongoing ~~new~~technological ~~or additional legal or regulatory requirements may increase the costs associated with~~advancements, orincluding ~~disrupt,~~ the ~~sourcing,~~development ~~manufacturing and distribution~~ of ~~our~~dialysis ~~products,~~machines ~~which~~with ~~may~~integrated ~~adversely~~dialysis ~~affect~~calibration ~~our~~capabilities ~~business~~ and ~~financial~~shifts ~~statements.~~toward ~~Failure~~home-based totreatments, ~~comply with any regulatory requirements (such as the new regulations certain jurisdictions~~ have ~~adopted relating to false or misleading claims about a company’s sustainability practices), could negatively impact our business~~ and ~~reputation.~~may ~~Failure~~continue to ~~comply~~adversely ~~with~~affect ~~customer~~demand ~~requests~~ for ~~information~~our ~~could~~renal ~~result~~care ~~in an inability to sell to certain customers~~products.

~~Page~~Violation 11 of data privacy laws could adversely affect our business, reputation and financial statements.

If we are unable to maintain reliable information technology systems and appropriate controls to comply with global data privacy and security requirements and prevent data breaches, we may suffer adverse regulatory, business and legal consequences. As a multinational organization, we are subject to data privacy and security laws, regulations, and customer-imposed requirements in numerous jurisdictions due to our access to and processing of confidential, personal and other sensitive data in the course of our business. For example, the European Union’s General Data Protection Regulation imposes strict requirements on how we collect, process and protect personal data, including, among other things, obligations to provide prompt notice of data breaches to data subjects and supervisory authorities, and significant fines for non-compliance. Data privacy laws in other jurisdictions, such as California and Colorado, also impose data privacy obligations. Government enforcement actions can be costly, disruptive to our operations, and time consuming, and data breaches or violations of data privacy laws can result in fines, civil litigation, or reputational harm, any of which may adversely affect our business and financial statements. In addition, compliance with evolving and increasingly complex data privacy regulations around the world may require significant expenditures and may require changes in our products or business models, which could reduce revenues or increase costs.

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If we suffer loss to our facilities, supply chains, distribution systems or information technology systems due to a catastrophic event, our operations could be seriously harmed.

Our facilities, supply chains, distribution systems and information technology systems are subject to the risk of catastrophic loss from events such as fires, floods, earthquakes, hurricanes, pandemics or other public health crises, armed conflicts, terrorism, or other natural or human-made disasters. A catastrophic event affecting any of these assets or systems could disrupt our operations, delay production and shipments, result in defective products or services, damage customer relationships and our reputation and expose us to legal liability, as well as significant repair or replacement expenses. In addition, our insurance coverage with respect to natural disasters and other catastrophic events is limited, is subject to deductible and coverage limits, and may be unavailable or insufficient to protect us against such losses. As a result, any such event could materially and adversely affect our business, results of operations, and financial statements.

Climate change, as well as legal or regulatory measures and stakeholder expectations related to climate change and sustainability, may negatively affect our business and financial results, and any actions we take or fail to take in response to such matters could damage our reputation.

Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks to our operations. Physical risks resulting from acute events, such as hurricanes, tornados, wildfires or flooding, or from chronic changes, such as droughts, heat waves or rising sea levels, could adversely impact our facilities and operations, including the availability of employees who support our operations, and could disrupt our supply chains and distribution systems. In addition, concern over climate change can result in new or additional legal, regulatory or reporting requirements designed to reduce greenhouse gas emissions, mitigate environmental impacts, limit or tax the use of carbon-based energy, or increase climate-related disclosures and stakeholder information requests. Compliance with additional legal or regulatory requirements may increase our costs or disrupt the sourcing, manufacture or distribution of our products, which may adversely affect our business and financial statements. Failure to comply with applicable legal or regulatory requirements (such as the regulations in certain jurisdictions relating to false or misleading claims regarding sustainability practices), could result in regulatory action, litigation, reputational harm, or financial penalties. Further, if we fail to meet stakeholder expectations regarding sustainability practices and climate-related disclosures or if we fail to respond adequately to customer requests for such information, investor confidence could be adversely affected, our ability to do business with certain customers could be limited, and our reputation could be harmed.

Acquisition Risks

Any inability to consummate acquisitions at our historical rate and at appropriate prices could negatively impact our growth rate and stock price.

Our ability to grow revenues, earnings and cash flows at or above our historic rates depends in part upon our ability to successfully identify ~~and~~acquisition ~~successfully~~targets, ~~acquire~~consummate ~~and~~acquisitions ~~integrate~~on ~~businesses~~favorable atterms, ~~appropriate~~successfully ~~prices~~integrate acquired businesses, and realize anticipated synergies. We may not be able to consummate acquisitions at ~~rates~~the ~~similar~~pace toor scale achieved in the past, which could adversely impact our growth rate and ~~our~~ stock price. Promising acquisitions are difficult to identify and execute for a number of reasons, including high valuations, competition among prospective buyers, the availability of affordable funding in the capital markets, and the need to satisfy applicable closing conditions and obtain applicable antitrust and other regulatory approvals on acceptable terms. ~~Changes~~In inaddition, ~~accounting~~changes orin regulatory requirements, or instability in the credit or capital markets, or global ~~crises~~events that ~~prevent travelling~~restrict travel or other activities necessary ~~for~~to evaluate, negotiate or complete acquisitions could ~~also~~ adversely impact our ability to pursue and consummate acquisitions.

~~Our~~The ~~acquisitions~~indemnification provisions of ~~businesses~~acquisition ~~expose~~agreements usby towhich ~~risks~~we ~~that~~have ~~could~~acquired ~~negatively~~companies ~~impact~~may ~~our~~not ~~financial~~fully ~~results~~protect us, which could result in unexpected liabilities.

~~Acquisitions~~Certain ~~involve~~acquisition aagreements ~~number~~by which we have acquired companies require the former owners to indemnify us against certain liabilities related to the operation of ~~financial,~~the ~~accounting,~~acquired ~~managerial~~business before the acquisition. In most cases, ~~operational~~however, ~~legal~~the liability of the former owners is limited, ~~compliance~~and certain former owners may be unable to meet their indemnification obligations. We cannot guarantee that indemnification provisions will protect us fully or at all, and ~~other~~as ~~risks~~a result we may face unexpected liabilities and ~~challenges,~~may ~~including~~be required to bear the ~~following,~~costs ~~any~~associated ofwith such liabilities, which could adversely ~~affect~~impact our business, ~~and~~results ~~our~~of operations, and financial ~~statements:~~condition.

● Page any business, technology, service or product that we acquire could under-perform relative to our expectations and the price that we paid for it, or not perform in accordance with our anticipated timetable, or we could fail to make such business profitable; ● we may incur or assume significant debt in connection with our acquisitions which could cause a deterioration of our credit rating, result in increased borrowing costs and interest expense and diminish our future access to the capital markets; ● acquisitions could cause our results of operations to differ from our own or the investment community’s expectations in any given period, or over the long-term; ● pre-closing and post-closing acquisition-related earnings charges could adversely impact our results of operations in any given period, and the impact may be substantially different from period to period; ● acquisitions could create demands on our management, operational resources and financial and internal control systems that we are unable to effectively address, or for which we may incur additional costs; ● we could experience difficulty in integrating personnel, operations, financial and other systems, and in retaining key employees and customers; ● we may be unable to achieve cost savings or other synergies anticipated in connection with an acquisition; ● we may assume by acquisition unknown liabilities, known contingent liabilities that become realized, known liabilities that prove greater than anticipated, internal control deficiencies or exposure to regulatory sanctions resulting from the acquired company’s activities. The realization of any of these liabilities or deficiencies may increase our expenses, adversely affect our financial position or cause us to fail to meet our public financial reporting obligations; ● in connection with acquisitions, we may enter into post-closing financial arrangements such as purchase price adjustments, earn-out obligations and indemnification obligations, which may have unpredictable financial results; and ● as a result of our acquisitions, we have recorded significant goodwill and intangible assets on our balance sheets. If we are not able to realize the value of these assets, we may be required to incur charges relating to the impairment of these assets, which could materially impact our financial results.15

~~The~~ Table ~~indemnification provisions~~ of acquisition agreements by which we have acquired companies may not fully protect us and as a result we may face unexpected liabilities, or we may have acquisition agreements with no indemnification protection at all.Contents

Certain of the acquisition agreements by which we have acquired companies require the former owners to indemnify us against certain liabilities related to the operation of the company before we acquired it. In most of these agreements, however, the liability of the former owners is limited, and certain former owners may be unable to meet their indemnification responsibilities. We cannot guarantee that these indemnification provisions will protect us fully or at all, and as a result we may face unexpected liabilities that could adversely impact our financial statements. In addition, we may enter into acquisition agreements that have no indemnification protection at all.

Future strategic transactions or acquisitions may require us to seek additional financing, which we may not be able to secure on favorable terms, or at all.

We actively evaluate ~~various~~potential strategic ~~transactions on an ongoing basis~~acquisitions, and incompleting ~~order to complete~~ such transactions, we may ~~need~~require us to ~~seek~~obtain additional financing. We may not be able to secure such financing on favorable terms, or at all. In addition, future acquisitions may require the issuance of ~~additional~~ equity securities, which may result in dilution to our stockholders, or the issuance of debt securities, which may ~~subject~~increase usour to financial risks and impose limits on our operations.

Legal, Regulatory, Compliance, and Reputational Risks

Changes in ~~governmental~~trade ~~regulations~~policies, tariffs, or industrial policies may ~~reduce~~increase ~~demand~~our ~~for~~costs, disrupt our ~~products~~supply chain, or ~~services~~adversely oraffect ~~increase~~demand for our ~~expenses~~products.

WeThe ~~compete~~U.S. inhas ~~markets~~announced inand ~~which~~implemented wetariffs ~~and~~on ~~our~~imports ~~customers~~from ~~must~~a ~~comply~~wide ~~with~~range ~~federal,~~of ~~state~~countries, which in turn has prompted retaliatory tariffs and other ~~regulations,~~countermeasures ~~such~~by asa ~~regulations~~number ~~governing~~of ~~health~~countries. ~~and~~These ~~safety,~~actions ~~food~~have ~~and~~resulted ~~drugs,~~in ~~privacy~~an evolving and ~~electronic~~uncertain ~~communications.~~trade ~~We develop~~environment, ~~configure~~with tariffs and ~~market~~related ~~our~~measures ~~products~~being ~~and~~imposed, ~~services~~modified, tosuspended, ~~meet~~or ~~customer~~replaced ~~needs~~over ~~created~~time. byIn ~~these~~February ~~regulations~~2026, the U.S. ~~These~~Supreme ~~regulations~~Court ~~are~~ruled ~~complex,~~that ~~change~~the ~~frequently,~~International ~~have~~Emergency ~~tended~~Economic toPowers ~~become~~Act, ~~more~~which ~~stringent~~the ~~over~~U.S. ~~time~~administration ~~and~~relied ~~may~~on beto ~~inconsistent~~impose ~~across~~certain ~~jurisdictions.~~tariffs, ~~Any~~does ~~significant~~not ~~change~~authorize inthe ~~any~~imposition of ~~these~~tariffs. ~~regulations~~In ~~(or~~response, in the ~~interpretation~~U.S. oradministration ~~application~~announced ~~thereof)~~plans ~~could~~to ~~reduce~~implement ~~demand~~new ~~for,~~tariffs ~~increase~~under ~~our~~alternative ~~costs~~statutory ofauthority. ~~producing~~The orfull ~~delay~~impact of the ~~introduction~~U.S. ofSupreme ~~new~~Court’s orruling ~~modified~~and ~~products~~the ~~and~~U.S. ~~services,~~administration’s orresponse ~~could~~remain ~~restrict~~uncertain; ~~our~~as ~~existing~~of ~~activities,~~the ~~products~~date ~~and~~of ~~services.~~this Inannual ~~addition~~report, ina ~~certain~~number of ~~our~~tariffs ~~international~~issued ~~markets~~by ~~our~~the ~~growth~~United ~~depends~~States and other countries remain in ~~part~~effect. ~~upon~~These tariffs increase the ~~introduction~~costs of ~~new~~imported ~~regulations.~~supplies Inand ~~these markets~~components, ~~the~~which ~~delay~~has orrequired ~~failure~~us ofto ~~governmental~~implement surcharges and/or ~~other~~increase ~~entities~~the toprices ~~adopt~~of orcertain ~~enforce~~of ~~new~~our ~~regulations~~finished goods, ~~the~~which ~~adoption~~can ofadversely ~~new~~impact ~~regulations~~demand ~~which~~for our products and ~~services~~our ~~are~~competitive ~~not~~positioning, ~~positioned~~resulting in lower revenues. In addition, whenever we are unable to ~~address~~fully recover higher costs, or whenever there is a time delay between the ~~repeal~~increase ofin ~~existing~~costs ~~regulations,~~and ~~could~~our ~~adversely~~ability ~~affect~~to ~~demand.~~recover Inthese ~~addition~~costs, ~~regulatory~~our ~~deadlines~~margins and profitability are adversely affected. The U.S. may ~~result~~implement inadditional ~~substantially~~tariffs ~~different~~or ~~levels~~other oftrade ~~demand~~measures ~~for~~in ~~our~~the ~~products~~future, and ~~services~~further ~~from~~retaliatory ~~period-to-period~~actions by other countries may follow.

~~Page~~In 12 addition, certain governments have implemented policies to induce “re-shoring” of supply chains, reduce reliance on imported supplies and promote national production. For example, the Chinese government has issued a series of policies in the past several years to promote the development and use of local medical devices. These types of policies may reduce demand for our products and adversely affect our financial results.

We are subject to extensive and evolving regulatory requirements that affect the approval, manufacture, marketing and commercialization of our products.

The process of obtaining and maintaining required regulatory approvals for our products and operations is lengthy, expensive and uncertain. We can offer no assurance that regulatory delays will not occur, which could adversely affect our ability to introduce new products on a timely basis. Regulatory agencies also periodically inspect our manufacturing facilities to assess compliance with “good manufacturing practices” and can subject products that have been approved to additional testing and surveillance programs.

Certain of our products are medical devices and other regulated products subject to oversight by the FDA, other U.S. federal and state authorities, and comparable agencies in foreign jurisdictions. We cannot guarantee that we will be able to obtain regulatory clearances, such as FDA 510(k) clearances, for new products or for modifications to, or additional indications or uses of, existing products within anticipated timeframes or at all. Even when such approvals are obtained, they may be time-consuming, costly and subject to restrictions. Regulatory requirements and approval processes may also change and could require the withdrawal of products from the market until new or amended clearances are obtained.

The global regulatory environment has become increasingly complex and unpredictable. Several countries have adopted new regulatory frameworks for medical devices in recent years, and others have expanded existing requirements. In addition, our products and operations are often subject to the rules of industrial standards bodies such as the International Standards Organization. Failure to obtain or maintain required certifications or to comply with applicable standards could limit our ability to sell certain products or services and otherwise adversely affect our business and financial condition.

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Compliance with applicable laws, regulations and standards involves substantial costs. We ~~are~~and our representatives may at times be subject to ~~lawsuits~~reviews, inspections or investigations. If government authorities conclude that our business practices or products do not comply with current or future statutes, regulations, agency guidance or case law, we could be subject to, among other things, fines, expenses, injunctions, civil penalties, product recalls or seizures, total or partial suspension of production, failure to receive 510(k) device clearances, withdrawal of marketing approvals, reputational damage, business disruption, loss of customers, disbarment from selling to certain government agencies, criminal prosecutions and ~~regulatory~~other ~~proceedings~~adverse effects. Defending against any such actions can be costly and time-consuming and may require significant personnel resources. Even if we are successful in defending against any such actions brought against us, our business may be negatively affected.

WeEvolving ~~have~~cybersecurity ~~been a defendant in a number of lawsuits~~regulations, ~~and in the future may become a party to a variety of litigation and regulatory proceedings,~~ including ~~claims for damages arising out of~~ the ~~use~~European of products or services and claims relating to intellectual property matters, employment matters, tax matters, commercial disputes, product liability, marketing matters, insurance coverage, competition and sales and trading practices, environmental matters, product retirement, personal injury, and acquisition or divestiture-related matters, as well as regulatory investigations or enforcement. We may also become subject to lawsuits as a result of past or future acquisitions or as a result of liabilities retained from, or representations, warranties or indemnities provided in connection with, businesses we no longer operate. Any of these lawsuits may include claims for compensatory damages, punitive and consequential damages or injunctive relief. The defense of these lawsuits may divert our managementUnion’s ~~attention,~~Cyber ~~may~~Resilience ~~require us to incur significant expenses~~Act, ~~and~~ may ~~result~~increase ~~in us being required to pay damages or settlements or become subject to equitable remedies that could adversely affect~~ our ~~operations~~compliance costs and financial results. Moreover, any insurance or indemnification rights that we may have may be insufficient or unavailable to protect us against such losses. In addition, developments in proceedings in any given period may require uschanges to ~~record or adjust loss contingency estimates in~~ our ~~financial~~products statements or pay cash settlements or judgments. Any of these developments could adversely affect our financial results in any given period. We cannot make assurances that our liabilities in connection with litigation and ~~other legal regulatory proceedings will not exceed our estimates or adversely affect our financial results and business~~processes. ~~Please see Note 13. “Commitments and Contingencies” of the Notes to Consolidated Financial Statements contained in Item 8. Financial Statements and Supplementary Data for additional discussion.~~

~~Our~~Governments ~~reputation~~and regulatory authorities around the world are enacting and proposing new cybersecurity‑related laws and regulations that impose obligations on manufacturers of products with digital elements. In particular, ~~ability~~the European Union’s Cyber Resilience Act (“CRA”) establishes mandatory cybersecurity requirements applicable to docertain ~~business~~hardware and ~~prepare~~software ~~financial~~products ~~statements~~sold ~~may~~in bethe ~~impaired~~European byUnion, ~~improper~~including ~~conduct~~requirements byrelating ~~any~~to ofsecure ~~our~~product ~~employees~~design, ~~agents~~vulnerability ormanagement, ~~business~~incident ~~partners~~reporting and lifecycle support. Certain reporting obligations under the CRA are expected to begin in calendar year 2026, with broader product conformity requirements phased in thereafter.

WeCompliance ~~cannot~~with ~~provide~~the ~~assurance~~CRA ~~that our internal controls~~ and ~~compliance~~similar ~~systems~~cybersecurity ~~will~~regulations ~~always~~may ~~protect~~require us ~~from~~to ~~acts~~modify ~~committed~~the bydesign, ~~employees~~development, ~~agents~~documentation, ormaintenance and ~~business~~support ~~partners~~ of ~~ours~~certain ~~(or~~products, ofenhance ~~businesses~~internal weprocesses ~~acquire~~and orcontrols, ~~partner~~and ~~with)~~devote ~~that~~additional ~~would~~resources ~~violate~~to ~~U.S.~~cybersecurity risk management, monitoring and~~/or~~ ~~non-U~~reporting.S. These laws, ~~including~~and ~~the~~regulations ~~laws~~may ~~governing~~also ~~payments~~increase toour ~~government~~compliance ~~officials,~~and ~~bribery,~~operational ~~fraud~~costs, ~~kickbacks~~expose ~~and~~us ~~false~~to ~~claims,~~regulatory ~~pricing~~scrutiny, ~~sales~~or ~~and~~limit ~~marketing~~our ~~practices,~~ability ~~conflicts~~to ofmarket ~~interest,~~or ~~competition,~~sell ~~export~~certain ~~and~~products ~~import~~in affected jurisdictions if compliance, ~~money~~requirements ~~laundering~~are ~~and~~not ~~data~~met ~~privacy~~in a timely manner.

IfThe weinterpretation doand ~~not~~implementation orof ~~cannot~~the ~~adequately~~CRA ~~protect~~and ~~our~~other ~~intellectual~~evolving ~~property,~~cybersecurity ifregulations ~~third~~continue ~~parties~~to ~~infringe~~develop, ~~our~~and ~~intellectual~~regulatory ~~property~~expectations ~~rights,~~may orchange ifover wetime. orFailure ~~our~~to ~~customers~~comply ~~are~~with ~~alleged~~applicable tocybersecurity ~~infringe~~laws ~~upon~~and ~~others’~~regulations ~~intellectual~~could ~~property~~result ~~rights~~in enforcement actions, wefines, ~~may~~product ~~suffer~~restrictions, ~~competitive~~recalls, ~~injury~~reputational harm, or ~~expend~~other ~~significant~~adverse ~~resources~~consequences, ~~enforcing~~any orof ~~defending~~which could materially adversely affect our ~~rights~~business, results of operations, or financial condition.

We own patents, trademarks, copyrights, trade secrets and other intellectual property, which in the aggregate are important to our business. The intellectual property rights that we obtain, however, may not be sufficiently broad or otherwise may not provide us a significant competitive advantage, and patents may not be issued for pending or future patent applications we own. In addition, the steps that we have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly developed or protected, particularly in China. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property. We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights. In addition, we or our customers may be alleged to infringe upon the intellectual property of third parties. Our failure to obtain or maintain intellectual property rights that convey competitive advantages, adequately protect our intellectual property, detect or prevent circumvention or unauthorized use of such property, and limit the cost of enforcing our intellectual property rights or defending against any allegation of infringement, could adversely impact our competitive position and results of operations.

We are subject to extensive regulation.

The process of obtaining and maintaining required regulatory approvals is lengthy, expensive and uncertain. We can offer no assurance that delays will not occur in the future that could have a significant adverse effect on our ability to introduce new products on a timely basis. Regulatory agencies periodically inspect our manufacturing facilities to ascertain compliance with “good manufacturing practices” and can subject approved products to additional testing and surveillance programs.

Failure to comply with applicable regulatory requirements can, among other things, result in fines, suspension of regulatory approvals, product recalls, operating restrictions and criminal penalties. If we fail to comply with regulatory requirements, it could have an adverse effect on our results of operations and financial condition. We, our representatives and the industries in which we operate may at times be under review and/or investigation by regulatory authorities. Compliance with applicable regulations may affect our returns on investment, require us to incur significant expenses or modify our business model or impair our flexibility in modifying product, marketing, pricing or other strategies. Our products and operations are also often subject to the rules of industrial standards bodies such as the International Standards Organization, and failure to comply with these rules could result in withdrawal of certifications needed to sell our products and services and otherwise adversely impact our business and financial statements.

Certain of our products are medical devices and other products subject to regulation by the U.S. FDA, by other federal and state governmental agencies, or by comparable agencies of other countries and regions. We cannot guarantee that we will be able to obtain regulatory clearance (such as 510(k) clearance) or approvals for new products or modifications to (or additional indications or uses of) existing products within our anticipated timeframe or at all, and if we do obtain such clearance or approval, it may be time-consuming, costly and subject to restrictions. Our ability to obtain such regulatory clearances or approvals will depend on many factors and the process for obtaining such clearances or approvals could change over time and may require the withdrawal of products from the market until such clearances are obtained. The global regulatory environment has become increasingly stringent and unpredictable. Several countries that did not have regulatory requirements for medical devices have established such requirements in recent years, and other countries have expanded, or plan to expand, their existing regulations.

Ensuring that our internal operations and business arrangements with third parties comply with applicable laws and regulations involves substantial costs. It is also possible that government authorities will conclude that our business practices do not comply with current or future statutes, regulations, agency guidance or case law. Noncompliance with applicable laws and regulations can result in, among other things, fines, expenses, injunctions, civil penalties, recalls or seizures of products, total or partial suspension of production, failure to receive 510(k) clearance of devices, withdrawal of marketing approvals, reputational damage, business disruption, loss of customers, disbarment from selling to certain federal agencies, criminal prosecutions and other adverse effects. Further, defending against any such actions can be costly and time-consuming and may require significant personnel resources. Therefore, even if we are successful in defending against any such actions brought against us, our business may be negatively impacted.

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Off-label marketing of our products could result in substantial penalties.

~~The~~Even where our products are approved by regulators, the FDA and other regulatory agencies strictly ~~regulates~~regulate the promotional claims that may be made about approved or cleared products. InRegulatory ~~particular, any~~ clearances ~~we may receive only~~ permit us to market ~~our~~ products only for the uses indicated on the labeling cleared by the ~~FDA~~regulator. WeAlthough we may ~~request~~seek additional label indications ~~for~~or ~~our~~expanded ~~current products~~uses, ~~and~~regulators ~~the FDA~~ may deny ~~those~~such requests ~~outright~~, require additional supporting data, ~~to support any additional indications~~ or impose limitations on ~~the~~product ~~intended~~ use ~~of any cleared products~~ as a condition of clearance. If the FDA determines that we have marketed our products for off-label use, we can be subject to fines, injunctions or other penalties. It is also possible that other federal, state or foreign enforcement authorities might take action if they consider our business activities to constitute promotion of an off-label use, which could result in significant penalties, including, but not limited to, criminal, civil and administrative penalties, substantial monetary penalties, damages, fines, disgorgement, exclusion from participation in government healthcare programs, and/or the curtailment of our operations. Any of these events could significantly harm our business and financial results.

If regulators determine that we have marketed our products for, or that our business activities promote, off-label uses, we can be subject to enforcement actions, including fines, injunctions, criminal or civil penalties, disgorgement, or curtailment of our operations. Any such actions could significantly harm our business, results of operations and financial condition.

Certain modifications to our products may require new 510(k) clearances or other marketing authorizations and may require us to recall or cease marketing our products.

~~Once~~Regulatory arequirements ~~medical~~govern ~~device~~not isonly ~~permitted~~the toclaims that may be ~~legally~~made ~~marketed~~about inapproved ~~the~~products, ~~United~~but ~~States~~also ~~pursuant~~whether changes to athose ~~510(k)~~products ~~clearance,~~require aadditional ~~manufacturer~~regulatory review or clearance. Manufacturers may be required to notify the FDA of certain modifications to ~~the~~510(k) ~~device~~cleared devices. Manufacturers must determine ~~in the first instance~~ whether ~~a change to a~~ product ~~requires~~modifications arequire new ~~510(k) clearance or premarket submission~~clearances, ~~but~~and the FDA may review ~~any~~and ~~manufacturer’s~~disagree ~~decision. The FDA may not agree~~ with ~~our~~the ~~decisions~~manufacturer’s ~~regarding whether new clearances are necessary~~determinations. We have made product modifications ~~to our products~~ in the past and ~~have determined based on our review of the applicable FDA regulations and guidance that in certain instances new 510(k) clearances or other premarket submissions were not required. We~~ may ~~make~~do ~~similar~~so ~~modifications or add additional features~~ in the future ~~that we believe do not require a new 510(k) clearance~~. If ~~the~~regulators ~~FDA~~disagree ~~disagrees~~ with our determinations ~~and~~regarding ~~requires~~whether usproduct tomodifications ~~submit~~or new ~~510(k)~~features ~~notifications~~require additional clearances, we may be required to cease marketing or to recall ~~the~~ modified ~~product~~products until we obtain clearance, and we may be subject to significant regulatory fines or penalties.

~~Potential~~ Page product liability suits against us, product defects or unanticipated use or inadequate disclosure with respect to our products or services could adversely affect our business, reputation and our financial statements.17

~~Manufacturing~~ Table ~~or design defects in, unanticipated use~~ of, safety or quality issues (or the perception of such issues) with respect to, or inadequate disclosure of risks relating to the use of products and services that we make or sell, including items that we source from third parties, can lead to personal injury, property damage or other liability. These events could lead to recalls or safety alerts, the removal of a product or service from the market and product liability or similar claims being brought against us. Recalls, removals and product liability and similar claims, regardless of their validity or ultimate outcome, can result in significant costs, as well as negative publicity and damage to our reputation that could reduce demand for our products and services. Our product liability insurance may not adequately cover our costs arising from defects in our products or otherwise.Contents

Changes in governmental regulations or regulatory enforcement may reduce demand for our products or services or increase our expenses.

Beyond product approvals and compliance obligations, changes in regulation can also affect consumer demand and our cost structure. We and our customers must comply with federal, state and other regulations, including those governing health and safety, food and drug oversight, privacy, and electronic communications. We develop, configure and market our products and services to meet customer needs created by these regulations. These regulations are complex, change frequently, have tended to become more stringent over time and may be inconsistent across jurisdictions.

Significant changes in applicable regulations, or in the interpretation or application thereof, could reduce demand for our products and services, increase our costs of compliance or production, delay the introduction of new or modified products, or restrict our existing activities.

Potential product liability suits against us, product defects, unanticipated use or inadequate disclosure related to our products or services could adversely affect our business, reputation, results of operations, and financial condition.

Manufacturing or design defects in, unanticipated use of, safety or quality issues (or the perception of such issues) with respect to, or inadequate disclosure of risks relating to our products and services, including items that we source from third parties, can lead to personal injury, property damage or other liability. These events could lead to recalls or safety alerts, the removal of products or services from the market, and product liability or similar claims against us. Recalls, removals and product liability and similar claims, regardless of their validity or ultimate outcome, can result in significant costs, negative publicity and reputational harm that could reduce demand for our products and services. In addition, our product liability insurance may be insufficient to cover all costs or liabilities arising from defects in our products or otherwise.

We are subject to lawsuits, investigations and regulatory proceedings that could result in significant costs, penalties, or liabilities.

We have been, and in the future may become, a defendant in lawsuits and regulatory proceedings. Such litigation and regulatory proceedings could include, among others, claims for damages arising out of the use of products or services and claims relating to intellectual property, employment, tax, commercial disputes, breach of contract, product liability, marketing, insurance coverage, competition and sales practices, environmental matters, product retirement, personal injury, or acquisition- or divestiture-related matters, as well as regulatory investigations or enforcement actions. We may also become subject to lawsuits as a result of liabilities retained from, or representations, warranties or indemnities provided in connection with, businesses we no longer operate.

These matters may involve claims for compensatory, punitive or consequential damages, as well as injunctive relief. Defending such matters may require significant management time and expense, and may result in damages, settlements or equitable remedies that could adversely affect our operations and financial results. In addition, any insurance or indemnification rights available to us may be insufficient or unavailable to protect us against such losses.

Developments in legal or regulatory proceedings in any given period may require us to record or adjust loss contingency estimates in our financial statements or to make cash payments in connection with settlements or judgments, which could adversely affect our financial results in that period. We cannot make assurances that our liabilities in connection with litigation and other regulatory proceedings will not exceed our estimates or adversely affect our financial results and business. Please see Note 13. “Commitments and Contingencies” of the Notes to Consolidated Financial Statements contained in Item 8. Financial Statements and Supplementary Data for additional discussion.

Our reputation, ability to do business and prepare financial statements may be impaired by improper conduct by any of our employees, agents or business partners.

We cannot provide assurance that our internal controls, policies and compliance systems will always be effective in preventing or detecting improper conduct by our employees, agents or business partners, including those of businesses we acquire. Such conduct could include violations of U.S. and non-U.S. laws and regulations relating to, among other things, payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, export and import compliance, anti-money laundering requirements and data privacy. Any such violations could result in reputational harm, regulatory investigations or enforcement actions, civil or criminal penalties, disruption to our operations, and increased compliance costs, and could impair our ability to conduct business or prepare accurate financial statements.

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If we do not adequately protect our intellectual property, if third parties infringe our intellectual property rights, or if we or our customers are alleged to infringe upon others’ intellectual property rights, we may suffer competitive injury or expend significant resources enforcing or defending our rights.

We own patents, trademarks, copyrights, trade secrets and other intellectual property, which in the aggregate are important to our business. However, the intellectual property rights we obtain may not be sufficiently broad or otherwise may not provide us a significant competitive advantage, and patents may not be issued for pending or future patent applications. In addition, the measures we take to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are less developed or enforced, particularly China. In some circumstances, enforcement may be unavailable due to an infringer’s dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property.

We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, our trade secrets and other proprietary rights. There can be no assurance that these agreements will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights.

In addition, we or our customers may be alleged to infringe upon the intellectual property of third parties. Any failure to obtain or maintain intellectual property rights that convey competitive advantages, adequately protect our intellectual property, prevent circumvention or unauthorized use of such property, or limit the costs of enforcing our intellectual property rights or defending against infringement claims could adversely impact our competitive position and results of operations.

We are subject to export and import control laws and regulations that could impair our ability to compete in international markets or subject us to liability if we violate such laws and regulations.

We are subject to U.S. export controls and economic sanctions laws and regulations that restrict the shipment or provision of certain products and services to ~~certain~~specified countries, governments, and persons. While we take precautions to prevent our products and services from being exported or provided in violation of these laws, we cannot guarantee that the precautions we take will prevent violations. ~~If we are found to be~~ in ~~violation~~all ~~of U~~cases.S. sanctions or export control laws, it could result in substantial fines and penalties for us and for the individuals working for us. We may also be adversely affected through other penalties, reputational harm, loss of access to certain markets, or otherwise.

If ~~Complying~~we ~~with~~are ~~export~~found ~~control~~to ~~and~~have ~~sanctions~~violated ~~regulations~~applicable ~~may~~laws beor ~~time-consuming~~regulations, ~~and~~we ~~may~~could ~~result~~be insubject ~~the~~to ~~delay~~substantial orfines ~~loss~~and ofpenalties, ~~sales~~including ~~opportunities~~penalties orimposed ~~impose~~on ~~other~~the ~~costs~~individuals involved. ~~Any~~We ~~change~~may inalso ~~export~~suffer orfrom ~~import~~reputational ~~regulations~~harm, ~~economic~~loss ~~sanctions~~of oraccess ~~related~~to ~~legislation~~certain markets, or ~~change~~other inadverse ~~the countries~~consequences, ~~governments,~~any ~~persons~~of orwhich ~~technologies targeted by such regulations,~~ could ~~result~~harm in our ~~decreased~~business, ~~ability~~financial tocondition, ~~export~~and orresults ~~sell~~of ~~certain products to existing or potential customers in affected jurisdictions~~operations.

Compliance with export control and sanctions regulations can be time-consuming and may result in the delay or loss of sales opportunities or impose additional costs. Changes in export or import regulations, economic sanctions or related legislation, or change in the countries, governments, persons or technologies targeted by such regulations, could restrict our ability to export or sell certain products to existing or potential customers in affected jurisdictions.

We are subject to laws and regulations governing government contracts.

We are subject to laws and regulations governing government contracts, and failure to address these laws and regulations or comply with government contracts could harm our business by leading to a reduction in revenues associated with these customers. We have agreements relating to the sale of our products and services to government entities, and, as ~~a result~~such, we are subject to ~~various~~laws ~~statutes~~ and regulations ~~that~~applicable ~~apply~~ to ~~companies doing business with the~~ government contracts. We ~~are~~may also be subject to ~~investigation~~reviews ~~for~~or ~~compliance~~investigations ~~with~~relating ~~the~~to ~~regulations~~our ~~governing~~compliance with applicable government ~~contracts~~contract requirements. AFailure ~~failure~~ to comply with ~~these~~applicable laws and regulations or with the terms of our government contracts could result in suspension or termination of ~~these~~government contracts, criminal, civil ~~and~~or administrative penalties, or debarment from future government contracts.

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Financial and Tax Risks

Foreign currency exchange rates may adversely affect our financial statements.

As a global company with substantial operations outside the U.S., ~~sales~~we ~~and~~conduct ~~purchases~~transactions in currencies other than the U.S. dollar, ~~expose~~which exposes us to ~~fluctuations in~~ foreign ~~currencies~~currency ~~relative~~exchange torate ~~the~~risk ~~U.S. dollar~~ and may adversely affect our financial statements. ~~Increased~~A ~~strength~~weakening of the U.S. dollar ~~increases~~can ~~the effective price of our products sold in U.S. dollars into other countries, which may require us to lower our prices or adversely affect sales to the extent we do not~~ increase ~~local currency prices. Decreased strength of~~ the ~~U.S. dollar could adversely affect the~~ cost of materials, products, labor and services that we purchase or incur ~~overseas.~~ ~~Sales~~outside ~~and expenses~~ of ~~our~~the ~~non-U.S.~~United ~~businesses are also translated into U~~States.S. ~~dollars~~Conversely, ~~for~~a ~~reporting purposes and the~~ strengthening ~~or weakening~~ of the U.S. dollar ~~could~~can ~~result~~increase inthe ~~unfavorable~~effective ~~translation~~price ~~effects. In addition, certain~~ of our ~~businesses~~products ~~may~~sold ~~invoice customers~~ in aforeign ~~currency~~markets, ~~other~~which ~~than~~can ~~their~~adversely ~~functional~~affect ~~currency,~~demand ~~and~~or ~~movements~~may inrequire ~~the~~us ~~invoiced currency relative~~ to ~~the~~lower ~~functional currency could also result in unfavorable revaluation and translation effects. We also face exchange rate risk from~~ our ~~investments in subsidiaries owned and operated in foreign countries~~prices. ~~We do not enter into hedging arrangements to mitigate any foreign currency exposure.~~

~~Page~~In 14 addition, certain of our businesses invoice customers in currencies other than their functional currency, and changes in exchange rates between the invoicing currency and the functional currency may result in unfavorable remeasurement effects.

The revenues and expenses of our non-U.S. businesses are also translated into U.S. dollars for financial reporting purposes, and fluctuations in exchange rates may result in unfavorable translation effects.

We do not enter into hedging arrangements to mitigate our exposure to foreign currency exchange rate fluctuations, which may increase the impact of such fluctuations on our results of operations and financial condition.

The loss of key customers, or reductions in their demand for our products and services, could have a significant adverse effect on our revenues, results of operations, and financial position.

Certain of our reporting segments sell products and services to customers who individually comprise greater than 10% of segment revenues. As a result, our business, financial condition or results of operations could be adversely affected by the loss of any such customer or by a reduction in their purchases of our products and services due to downturns in their business, changes in their business strategies, reduced capital spending, unfavorable macroeconomic conditions, or other factors beyond our control.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report financial results or prevent fraud. If we identify a material weakness in our internal control over financial reporting, our ability to meet our reporting obligations, investor confidence in our financial reporting, our operating results, and the trading price of our stock could be negatively affected.

Under Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”) and rules promulgated by the SEC, we are required to maintain effective internal control over financial reporting, to conduct an annual comprehensive evaluation of those internal controls, and to have our independent registered public accounting firm attest to and report on their effectiveness. We have in the past, and could in the future, identify material weaknesses or other deficiencies in our internal control over financial reporting. If we fail to maintain effective internal controls or to comply with SOX requirements, our ability to meet our reporting obligations could be adversely affected, and investor confidence in our financial reporting could be harmed. Negative impacts could also include one or more of the following:

●			restatement of previously filed financial statements;
●			failure to meet our reporting deadlines, which could also result in default under our outstanding debt agreements;
●			restrictions in our ability to access capital markets;
●			increased costs and the diversion of management time and resources to remediate material weakness;
●			declines in the trading price of our common stock.

Failure to comply with reporting requirements could also subject us to investigations, sanctions or enforcement actions by the SEC, the Nasdaq Stock Market or other regulatory authorities. If we fail to remediate material weaknesses or otherwise maintain effective internal controls, we could be subject to regulatory scrutiny, civil or criminal penalties or shareholder litigation. In addition, failure to maintain adequate internal controls could result in financial statements that do not accurately reflect our operating results or financial condition.

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We may be required to recognize impairment losses for our goodwill and other intangible assets.

As of March 31, ~~2025~~2026, the net carrying value of our goodwill and other intangible assets ~~totaled~~was $~~278~~270.62 million. In accordance with generally accepted accounting principles, we periodically ~~assess~~evaluate ~~such~~these assets for impairment. We have recorded impairment losses in the past and may be required to ~~determine~~do ifso ~~they~~again ~~are~~in ~~impaired~~the future. ~~Significant~~ ~~negative~~A variety of factors could trigger an impairment assessment or result in an impairment charge in the future, including adverse industry or economic trends, ~~increasing~~or ~~tariffs~~conditions, disruptions to our business, loss of key customers, the imposition of major tariffs, strategic shifts in our business, ~~inability~~difficulties to effectively ~~integrate~~integrating acquired businesses, unexpected ~~significant changes~~ or ~~planned~~significant changes in planned use of our assets, changes in ~~the~~our ~~structure~~organizational ofor ~~our~~reporting ~~business~~structure, divestitures, market capitalization declines, or increases in ~~associated~~our ~~discount~~weighted ~~rates~~average ~~may~~cost ~~result in impairment~~ of ~~our~~capital, ~~goodwill~~or ~~and~~unfavorable ~~other~~changes ~~intangible~~to ~~assets~~our incash ~~the~~flow ~~future.~~forecasts ~~Our~~or ~~Clinical~~other ~~Genomics~~valuation ~~and~~assumptions. ~~Peptides~~The (adetermination ~~reporting~~of ~~unit~~whether ~~within~~goodwill ~~our~~or ~~Biopharmaceutical~~other ~~Development~~intangible ~~division) businesses~~assets are ~~sensitive~~impaired torequires ~~changes~~the inuse ~~assumptions~~of ~~about~~significant ~~future~~estimates ~~performance~~ and ~~value~~assumptions, ~~and~~including ~~have~~Level a3 ~~heightened~~inputs, ~~risk~~which ofare ~~impairment~~inherently ~~losses~~subjective inand ~~the~~involve ~~future~~a ifhigh ~~actual~~degree ~~results~~of ~~differ significantly from our estimates~~judgment. ~~Future~~If ~~impairment~~actual ~~losses~~results ~~could~~differ ~~result~~ from ~~changes~~the in assumptions, ~~inputs,~~used ~~market~~in ~~factors~~these ~~and/or~~impairment ~~increases~~analyses, inwe ~~the~~may ~~weighted~~be ~~average~~required ~~cost~~to ofrecognize ~~capital~~impairment charges in the future. ~~Assumptions used in goodwill and intangible asset impairment tests include unobservable Level 3 inputs that are subject to uncertainty.~~ Any such losses relating to ~~such~~asset impairments would adversely affect our reported income from operations and net ~~(loss)~~ income in the periods recognized.

The loss of key customers, or reductions in their demand for our products and services, could have a significant negative impact on our revenues, results of operations, and financial position.

Certain of our reporting segments sell to customers who individually comprise greater than 10% of segment revenues. Our business, financial condition or results of operations could be adversely affected by the loss of any such customers, or by a reduction in their purchases of our products and services due to downturns in their business, changes in their business strategies, reduced capital spending, unfavorable macroeconomic conditions, or other factors.

Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could affect our reported financial results.

Generally accepted accounting principles and related accounting pronouncements, implementation guidelines, and interpretations ~~with~~are ~~regard~~complex and require the use of significant assumptions, estimates and judgments by management. These standards apply to a wide range of matters ~~that are~~ relevant to our business, ~~such~~including as revenue recognition, asset impairment ~~and fair value determinations~~, inventories, business combinations, ~~and~~ intangible ~~asset~~assets ~~valuations,~~ and leases ~~are highly complex and involve many subjective assumptions, estimates, and judgments~~. Changes in ~~these~~accounting ~~rules~~standards or their interpretation, or changes in ~~underlying~~the assumptions, estimates, or judgments we use in applying those standards, could significantly ~~change~~affect our reported ~~or expected~~ financial performance or financial condition.

Under Section 404 of the Sarbanes-Oxley Act of 2002 and rules promulgated by the SEC, companies are required to conduct an annual comprehensive evaluation of their internal control over financial reporting. Further, each year our independent registered public accounting firm is required to attest to and report on the effectiveness of our internal control over financial reporting. The material weaknesses in our internal controls over financial reporting as of and for our prior fiscal year ended March 31, 2024 were remediated in fiscal year 2025, and we have determined that our system of internal controls was effective as of March 31, 2025. However, any future material weaknesses or other ineffective controls over our financial reporting could have negative impacts, including one or more of the following:

● restatement of previously filed financial statements; ● failure to meet our reporting deadlines (which among other consequences could result in a default of our outstanding debt obligations); ● loss of investor confidence; ● restrictions our ability to access capital markets; ● expenditure of significant resources to correct the deficiencies; ● negative impact on the trading price of our common stock.

Failure to comply with reporting requirements could also subject us to sanctions and/or investigations by the SEC, the Nasdaq Stock Market or other regulatory authorities. We have previously implemented several significant ERP modules and have acquired businesses that were subsequently required to adopt our systems of internal controls. The implementation of these systems represents a change in our internal control over financial reporting. If we fail to remedy any deficiencies or maintain the adequacy of our internal controls, we could be subject to regulatory scrutiny, civil or criminal penalties or shareholder litigation. In addition, failure to maintain adequate internal controls could result in financial statements that do not accurately reflect our operating results or financial condition.

Our failure to maintain appropriate corporate responsibility practices and disclosures could result in reputational harm, a loss of customer and investor confidence, and adverse business and financial results.

Governments, investors, customers, and employees have enhanced their focus on corporate responsibility practices and disclosures, and expectations in this area have rapidly evolved and increased. While we monitor the various and evolving standards and associated reporting requirements, failure to adequately maintain appropriate corporate responsibility practices that meet stakeholder expectations may result in reputational harm, loss of business, reduced market valuation, an inability to attract customers, and an inability to attract and retain top talent.

Changes in our tax rates or exposure to additional income tax liabilities or assessments could affect our profitability. In addition, audits by tax authorities could result in additional tax payments for prior periods.

We are subject to income taxes in the U.S. and in various non-U.S. jurisdictions. ~~The~~ ~~amount~~Due ofto ~~income~~changes ~~taxes~~in wetax ~~pay~~laws isand ~~subject~~regulations, tochanges ~~ongoing~~in ~~audits~~the byinterpretation ~~U.S.~~of ~~federal,~~such ~~state~~laws (including regulations and ~~local~~interpretations ~~tax~~pertaining ~~authorities~~to ~~and~~the byOne ~~non-U.S.~~Big ~~tax~~Beautiful ~~authorities. If~~Bill ~~audits~~Act ~~result~~(“OBBBA”)), inthe ~~payments~~inherent orambiguity ~~assessments~~and ~~different~~complexity ~~from~~of ~~our~~tax ~~reserves~~laws, ~~our~~the ~~future~~subjectivity ~~results~~of ~~may~~factual ~~include~~interpretations, ~~unfavorable~~the ~~adjustments~~complexity toof our ~~tax~~intercompany ~~liabilities~~arrangements, ~~and~~uncertainties ~~our~~regarding ~~financial~~the ~~results~~geographic ~~could~~mix beof ~~adversely~~earnings ~~affected. Any~~in ~~further~~any ~~significant~~particular ~~changes~~period, toand ~~the~~other ~~tax~~factors, ~~system~~our inestimates ~~the~~of ~~United~~our ~~States~~effective ortax inrate ~~other~~and ~~jurisdictions~~income ~~(including~~tax ~~changes~~assets inand ~~the~~liabilities ~~taxation~~may ofbe ~~international~~incorrect. ~~income~~As asa ~~further~~result, ~~described~~our ~~below)~~financial statements could be adversely ~~affect~~affected, ~~our~~and ~~financial~~such ~~results~~impacts vary significantly from period-to-period.

~~Page~~In 15 addition, the amount of income taxes we pay is subject to ongoing audits by U.S. federal, state and local tax authorities and by non-U.S. tax authorities. If audited results differ from our estimates or recorded reserves, we may be required to make additional tax payments or record unfavorable adjustments to our tax liabilities, which could adversely affect our financial results. Any further significant changes to tax laws or tax system in the United States or in other jurisdictions, including changes to the taxation of international income, could adversely affect our financial results.

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Changes in tax law relating to multinational corporations could adversely affect our tax position.

~~The~~Legislative ~~U.S.~~bodies ~~Congress,~~and government agencies in ~~non-~~the U.S. ~~jurisdictions where we~~ and ~~our~~other ~~affiliates~~countries, doas ~~business,~~well ~~and~~as the Organization for Economic Co-operation and Development (“OECD”), have ~~recently~~increasingly focused on issues related to the taxation of multinational corporations. ~~Many~~ ~~countries~~One ~~are~~example ~~beginning~~is toin ~~implement~~the ~~legislation~~area ~~and~~of ~~other~~“base ~~guidance~~erosion toand ~~align~~profit ~~their~~shifting,” ~~international~~for ~~tax~~which ~~rules with~~ the OECD’s ~~Base~~has ~~Erosion~~released ~~and~~several ~~Profit~~components ~~Shifting~~of ~~recommendations~~its ~~and~~comprehensive ~~action~~ plan that ~~aim~~have tobeen ~~standardize~~adopted and ~~modernize~~expanded ~~global~~by ~~corporate~~many ~~tax~~taxing ~~policy,~~authorities ~~including changes~~ to ~~cross-border~~address perceived tax, ~~transfer~~abuse ~~pricing documentation rules,~~ and ~~nexus-based~~inconsistencies among tax ~~incentive practices~~jurisdictions. ~~Due~~As toa ~~the~~result, ~~large~~tax ~~scale~~laws ofand ~~our~~regulations ~~international~~in ~~business~~the ~~activities,~~U.S. ~~any~~and ~~substantial~~other ~~changes~~jurisdictions in ~~international~~which ~~corporate~~we ~~tax~~operate ~~policies,~~could ~~enforcement~~change ~~activities~~on a prospective or ~~legislative~~retroactive ~~initiatives~~basis. ~~may~~Any ~~materially~~such ~~adversely~~changes ~~affect~~could increase our ~~business~~tax liabilities, ~~the~~adversely ~~amount~~affect ofour ~~taxes~~effective wetax ~~are~~rate, ~~required~~or tootherwise ~~pay~~negatively ~~and~~affect our ~~financial~~business ~~condition~~ and ~~results~~financial ~~of operations generally~~results.

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Our business is subject to sales tax in numerous states.

The application of indirect taxes, such as sales taxes, is a complex and evolving issue. A company is required to collect and remit state sales ~~tax~~taxes from certain of its customers if that company is determined to have “nexus” in a particular state. The determination of nexus varies by state and often requires knowledge of each jurisdiction’s tax case law. The application and implementation of existing, new or future laws could ~~change~~expand the ~~states~~jurisdictions in which we are required to collect and remit sales taxes. If any ~~jurisdiction~~taxing authority determines that we have “established nexus” in ~~additional~~jurisdictions ~~locations~~where ~~that~~ we have not ~~contemplated~~previously collected or remitted sales taxes, itwe could be subject to additional tax liabilities, interest and penalties, which could have an adverse effect on our financial results.

IfServicing ~~global~~our ~~credit~~debt ~~market~~will ~~conditions~~require ~~deteriorate~~a significant amount of cash, and deterioration in our financial performance ~~could~~or bein global credit market conditions could adversely ~~affected~~affect our ability to obtain financing or to fund our existing debt obligations.

~~The~~We ~~cost~~have ~~and~~a ~~availability~~Credit ofFacility under ~~credit~~which ~~are~~we ~~subject~~have toincurred ~~changes~~significant inindebtedness ~~the~~and ~~global~~under ~~economic~~which ~~environment.~~we Ifcould ~~conditions~~borrow inadditional ~~major~~amounts ~~credit~~at ~~markets~~any ~~deteriorate~~time, ~~our~~thereby incurring more debt. Our ability to ~~obtain~~make ~~debt~~required ~~financing~~payments of principal and interest or to refinance the ~~terms~~Credit ~~associated~~Facility ~~with~~upon ~~that~~maturity ~~debt~~will ~~financing~~depend ~~may~~on beour ~~negatively~~future ~~affected~~performance and market conditions, both of which ~~could~~are ~~affect~~subject ~~our~~to ~~results~~economic, offinancial, ~~operations~~competitive, and other factors beyond our control.

~~Servicing~~Our ~~our~~indebtedness ~~debt~~and ~~will~~related ~~require~~debt aservice ~~significant~~obligations ~~amount~~could ofhave ~~cash~~negative consequences, ~~and~~including werequiring ~~may~~us ~~not~~to ~~have~~dedicate ~~sufficient~~significant cash flow from ~~our~~operations ~~business or the ability~~ to ~~raise capital to repay~~ the ~~remaining~~payment ~~principal amount~~ of ~~our~~principal ~~1.375%~~and ~~convertible senior notes due August 15~~interest, ~~2025~~reducing ~~(the~~our ~~“Notes”)~~flexibility ~~at maturity or repurchase the Notes~~ in ~~the~~planning ~~event~~for ~~of a fundamental change,~~ or responding to ~~repay~~changes ~~borrowings~~in ~~under~~ our ~~revolving credit~~business ~~facility,~~or ~~term~~market ~~loan~~conditions, ~~swingline loan,~~ and ~~letters~~exposing ofus ~~credit (together referred~~ to asinterest ~~the~~rate ~~"Credit~~risk ~~Facility"),~~on orour wevariable ~~may~~rate ~~incur more~~ debt.

WeA ~~incurred~~default ~~significant~~under ~~indebtedness in~~ the ~~form~~agreements ofgoverning ~~the~~our ~~Notes~~indebtedness, ~~which~~or ~~have~~a anfailure ~~outstanding~~to ~~balance~~make ofrequired ~~$97.5~~payments ~~million~~when asdue, ofcould ~~March~~have ~~31,~~a ~~2025~~material ~~and~~adverse ~~mature~~effect on ~~August~~our 15business, ~~2025~~results of operations, ~~unless~~and ~~earlier~~financial ~~converted~~condition. ~~See~~If ~~Note~~repayment 8.of ~~"Indebtedness"~~indebtedness inwere ~~Item~~to 8.be ~~Financial~~accelerated ~~Statements~~after ~~and~~any ~~Supplementary~~applicable ~~Data~~notice ~~for~~or ~~further~~grace ~~information regarding~~periods ~~our~~following ~~partial~~a ~~repurchases~~default, ofwe may not have sufficient funds to repay the ~~Notes~~indebtedness as required. WeIn ~~also~~addition, ~~have~~the acost ~~Credit~~and ~~Facility,~~availability ~~under~~of ~~which~~credit weare ~~have~~subject ~~incurred~~to ~~significant~~changes ~~indebtedness~~in the global economic environment, and ~~under~~deterioration ~~which~~in wecredit ~~could~~market ~~borrow~~conditions ~~additional~~could ~~amounts~~adversely ~~under~~affect ~~that~~our atability ~~any~~to ~~time~~obtain financing, ~~incurring more~~or the terms associated with debt financing may be unfavorable, which could negatively affect our results of operations.

We intend to settle the Notes using a combination of cash on hand and a draw on our Credit Facility, which will increase our interest expense in future periods. Holders of the Notes also have the right to require us to repurchase all or a portion of their Notes upon the occurrence of a fundamental change (as defined in the applicable indenture governing the Notes) at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, which could adversely affect our liquidity. Our ability to make required cash payments in connection with conversions of the Notes, to repurchase the Notes in the event of a fundamental change, to repay or refinance the Notes, and/or to make required payments or refinance the Credit Facility at maturity will depend on market conditions and our future performance, which are subject to economic, financial, competitive, and other factors beyond our control. Our debt and related debt service obligations could have negative consequences, including requiring us to dedicate significant cash flow from operations to the payment of principal and interest on our debt, reducing our flexibility in planning for or reacting to changes in our business and market conditions, and exposing us to interest rate risk on variable rate debt.

In addition, our ability to repurchase or to pay cash upon conversion or at maturity of the Notes may be limited by law or regulatory authority. Our failure to repurchase Notes following a fundamental change as required by the applicable indenture would constitute a default under the indenture governing the Notes. A default under the indenture or agreements governing our future indebtedness, or failure to make required payments related to any of our indebtedness, could have a material adverse effect on our business, results of operations, and financial condition. If the payment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay indebtedness as required.

Additional stock issuances could result in significant dilution to our stockholders.

We may issue additional equity securities to raise capital, make acquisitions, or ~~for~~support ~~a variety of~~ other ~~purposes~~strategic initiatives. ~~Additional~~In ~~issuances~~addition, ofwe ~~our stock~~ may beissue ~~made~~equity ~~pursuant~~securities toin ~~the~~connection ~~exercise~~with orequity ~~conversion~~incentive ~~of new or existing convertible debt securities~~awards, including stock options, or ~~other~~future ~~equity~~convertible ~~incentive~~debt ~~awards~~instruments. We rely on equity-based compensation as an important tool in recruiting and retaining employees. The ~~amount~~issuance of ~~dilution~~additional ~~due to~~ equity~~-based~~ ~~compensation of our employees and other additional issuances could be substantial. Further~~securities, weincluding ~~may~~as ~~settle~~ a ~~portion~~result of ~~the~~equity-based ~~Notes~~compensation inawards, ~~shares.~~could Weresult ~~include shares of common stock issuable upon conversion of the Notes~~ in ~~our~~substantial ~~diluted~~dilution ~~earnings (loss) per share disclosures~~ to ~~the extent such shares are not anti-dilutive. If we issue common stock or securities for any reason,~~ our ~~common~~ stockholders ~~would experience additional dilution~~ and, as a result, declines in our stock price ~~may decline~~.

~~Our~~The ~~stock~~market price of our common stock may be volatile, which may subject us to a securities class action litigation or ~~could~~ cause shareholders to lose part or all of their investment.

The trading price of our common stock ~~price~~ may be volatile and could befluctuate ~~subject~~significantly ~~to wide fluctuations~~ in ~~price in~~ response to various factors, many of which are beyond our control, including:

	●	general economic, industry and market conditions;
	●	actions by institutional or other large stockholders;
	●	the depth and liquidity of the market for our common stock;

~~Page~~● 16 volume and timing of orders for our products; ● developments generally affecting life sciences tools companies; ● announcements of new products or product enhancements by us or our competitors; ● changes in earnings estimates or recommendations by securities analysts; ● investor perceptions of us and our business, including changes in market valuations of life sciences tools companies generally; and ● our results of operations and financial performance.

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●In ~~volume~~addition, ~~and~~the ~~timing~~stock ofmarket ~~orders~~in ~~for~~general, ~~our~~the ~~products;~~Nasdaq ●Stock ~~developments~~Market, ~~generally~~and ~~affecting~~the ~~life~~market ~~sciences~~for ~~tools~~securities of companies; ●in and serving the ~~announcement~~pharmaceutical ofhealthcare ~~new~~and ~~products~~medical ordevice ~~product~~industries ~~enhancements~~have byexperienced ussubstantial orprice ~~our~~and ~~competitors;~~volume ●volatility ~~changes~~that inis ~~earnings~~often ~~estimates~~unrelated orto ~~recommendations~~the byoperating ~~securities~~performance ~~analysts;~~of ●individual ~~investor~~companies. ~~perceptions~~As such, the market price of usour ~~and~~common stock may decline even if our business, ~~including~~results ~~changes~~of operations, or prospects have not changed. Securities class action lawsuits are frequently commenced against companies that experience significant volatility in the market ~~valuations~~price of ~~life~~their ~~sciences~~securities. ~~tools~~We ~~companies~~may ~~generally;~~become ~~and~~involved ●in ~~our~~such ~~results~~litigation ofin ~~operations~~the future, which could result in substantial costs and ~~financial~~the ~~performance~~diversion of management’s attention and resources.

InFailure ~~addition,~~to ~~the~~maintain ~~stock~~appropriate ~~market~~corporate inresponsibility ~~general,~~practices and ~~the~~disclosures ~~Nasdaq~~could ~~Stock~~result ~~Market~~in ~~and~~reputational ~~the~~harm, ~~market~~a ~~for~~loss ~~securities~~ of ~~companies~~customer in and ~~serving~~investor ~~the pharmaceutical~~confidence, ~~medical~~ and ~~healthcare~~adverse industries in particular, have experienced substantial price and volume volatility that is often seemingly unrelated to the operating performance of particular companies, which has resulted in decreased stock prices for many companies notwithstanding the lack of a fundamental change in their underlying business models or prospects. These broad market fluctuations may cause the trading price of our common stock to decline, regardless of our actual operating performance. Securities class action lawsuits are frequently commenced against companies that experience significant volatility in the market price of their securities. We may become involved in this type of litigation in the future. Any securities litigation claims brought against us could result in substantial expense and ~~the~~financial ~~diversion of management’s attention from our business~~results.

Governments, investors, customers and employees have increasingly focused on corporate responsibility practices and related disclosures, and expectations in this area continue to evolve. While we monitor the applicable standards and emerging reporting requirements, failure to maintain appropriate corporate responsibility practices and disclosures that meet stakeholder expectations may result in reputational harm, loss of investor confidence, reduced market valuation, and difficulty attracting or retaining customers and employees. Any of these outcomes could adversely affect our business, results of operations, and financial condition.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Governance Related to Cybersecurity Risks

We recognize the importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data.

Our Board of Directors has delegated oversight of cybersecurity risks to our Audit Committee. In accordance with its charter, our Audit Committee is responsible for overseeing management’s review and assessment of our cybersecurity and other information technology risks, controls and procedures. Management's Business Information Services team provides the Audit Committee with quarterly updates on our cybersecurity program, including monitoring activities and mitigation efforts. The Audit Committee has two members with prior work experience overseeing or assessing cybersecurity functions, and the Audit Committee informs the full Board of pertinent cybersecurity matters regularly. We have established policies and procedures to keep management and the Audit Committee informed about cybersecurity incidents that could significantly impact our business.

Our information security program is led by our Information Security Manager, who has over ten years of cybersecurity experience and reports to our Vice President of Business Information Services, who has over 25 years of experience in the information technology industry. The Information Security Manager regularly meets with our Business Information Services team, and as appropriate, with other executives and directors to review our cybersecurity posture, developments in the cybersecurity landscape, any identified cybersecurity incidents, continuous risk mitigation activities, and any anticipated enhancements to our policies, procedures and controls.

Our Board of Directors has delegated its responsibility for oversight of cybersecurity risks to our Audit Committee. In accordance with its charter, our Audit Committee is responsible for governing management’s review and assessment of our cybersecurity and other information technology risks, controls and procedures. Management's Business Information Services team provides the Audit Committee with quarterly updates on our cybersecurity program, detailing our monitoring and mitigation efforts. Mesa’s Audit Committee has two members with prior work experience overseeing or assessing a cybersecurity function. The Audit Committee informs the full Board of pertinent cybersecurity matters regularly. We have established policies and procedures to keep management and the Audit Committee informed about security incidents that could significantly impact our business.

Our information security program is led by our Information Security Manager, who has over ten years of cybersecurity experience, and who in turn reports to our Vice President of Business Information Services, who has over 25 years of experience in the information technology industry. The Information Security Manager regularly meets with our Business Information Services team, and as applicable, appropriate executives and directors, to review our cybersecurity posture, the broader cybersecurity landscape, any identified cybersecurity incidents, our monitoring of cybersecurity risks through continuous mitigation efforts, and any anticipated enhancements to our policies, procedures and controls.

Cybersecurity Risk Management and Strategy

Our cybersecurity program, guided by industry standards, encompasses processes for the identification, assessment, and management of cybersecurity risks. WeCybersecurity ~~carry~~risks ~~out~~are considered as part of our enterprise risk management processes and are evaluated alongside other operational and strategic risks. We conduct regular risk assessments, supported by external vendors, to evaluate our cybersecurity program, ~~pinpoint~~identify areas for enhancement and ~~devise~~develop strategies to mitigate cybersecurity risks. WeInternally, we perform ongoing security testing and ~~have~~maintain ~~implemented~~ a vulnerability management process to address identified security risks based on severity. An external vendor provides us with ~~quarterly~~periodic vulnerability scans, annual penetration tests, security ~~tabletops~~tabletop exercises, and an enterprise-wide annual security assessment to ~~assess~~evaluate and validate our physical, technical, external, and administrative controls. ~~Third parties that access, process, store or transmit our information or that have access to our systems may have and be subject to additional cybersecurity controls.~~

We Page ~~maintain~~ 23 cybersecurity policies that articulate Mesa’s expectations and requirements with respect to topics such as acceptable use of technology and data, data privacy, risk management, education and awareness expectations, and event and incident management. Consistent with our position that cybersecurity is the responsibility of every Mesa team member, we regularly educate and share best practices to raise awareness of cybersecurity threats. Every year, associates in applicable job categories are required to take information security and protection training, and we conduct ongoing simulated testing to educate employees on phishing.

Our Information Security Manager and Business Information Services team oversee the day-to-day prevention, detection, mitigation, and resolution of cybersecurity risks, utilizing third-party security software and services. We also deploy processes and technologies to monitor security alerts from both internal and external sources, including information security research. In case of a confirmed security incident, we have a full incident response plan that includes engaging an incident handling team, guidance for determining materiality, and steps to respond, remediate, and recover from the security incident.

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We rely on third parties to provide, host, or support certain information technology systems. Cybersecurity considerations are incorporated into Mesa’s processes for selecting and onboarding third‑party vendors that access our information systems or data, and such vendors may be required to maintain information security measures appropriate to the nature of the services they provide. However, we do not control the security practices of third parties, and their failure to maintain adequate security could adversely affect us. Third parties that access, process, store or transmit our information or that have access to our systems may have and be subject to additional cybersecurity controls.

We maintain cybersecurity policies that articulate Mesa’s expectations and requirements with respect to topics such as acceptable use of technology and data, data privacy, risk management, education and awareness, and incident management. Consistent with our position that cybersecurity is the responsibility of every Mesa team member, we regularly educate and share best practices to raise awareness of cybersecurity threats. Employees in applicable job categories are required to complete annual information security and data protection training, and we conduct ongoing simulated phishing exercises to reinforce awareness for all employees.

Our Information Security Manager and Business Information Services team oversee the day-to-day prevention, detection, mitigation, and resolution of cybersecurity risks, utilizing third-party security software and services. We deploy processes and technologies to monitor security alerts from both internal and external sources, including information security research. In the event of a confirmed security incident, we maintain a full incident response plan that includes engaging an incident handling team, guidance for determining materiality, and steps to respond to, remediate, and recover from the security incident. We maintain a cybersecurity insurance policy and a retainer for third-party incident response services, which may mitigate certain financial impacts of a cybersecurity incident, should one occur.

To date, risks from cybersecurity threats have not materially affected our business, results of operations or financial condition. We can provide no assurance that cybersecurity incidents will not occur in the future or that such incidents will not materially affect us.

Item 2. Properties

As of March 31, ~~2025~~2026, we owned two facilities, ~~and~~ both of which are material to our business: ~~one~~ a facility in Lakewood, Colorado ~~and~~ ~~the other in Bozeman, Montana. Both facilities are~~ used ~~for~~by ~~manufacturing~~our ~~and~~Calibration ~~distribution,~~Solutions ~~engineering~~division, ~~research~~ and ~~development,~~a ~~sales~~facility ~~and~~in ~~marketing~~Bozeman, ~~and~~Montana ~~administration~~used ~~activities. Two~~by of our ~~four segments use the properties:~~ Sterilization and Disinfection Control ~~and Calibration Solutions~~division. We ~~have~~also ~~fifteen~~lease ~~leased~~multiple ~~facilities~~properties used by our Sterilization and Disinfection Control, ~~Clinical Genomics,~~ Biopharmaceutical Development, ~~and~~ Calibration Solutions ~~divisions. The leased facilities are used for manufacturing~~, ~~research~~ and ~~development, administration,~~Clinical ~~and all other such business activities~~Genomics divisions. ~~Our material~~Significant ~~leases~~leased ~~relate~~locations toinclude ~~a facility used by~~ our Biopharmaceutical Development ~~division~~facility in Sweden, a facility used by our Clinical Genomics division in the United States, and facilities in Germany used primarily by our Sterilization and Disinfection Control division. Our owned and leased facilities are used for manufacturing and distribution, research and development, sales and marketing, and administration activities. We believe our properties are suitable and adequate to carry out our business.

Item 3. Legal Proceedings

For information regarding legal proceedings, refer to Note 13. “Commitments and Contingencies” in our Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data.

Item 4. Mine Safety Disclosures

Not applicable.

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Part II

Our common stock is traded on the Nasdaq Global Market (“Nasdaq”) under the symbol “MLAB.”

While we have paid dividends to holders of our common stock on a quarterly basis since 2003, the declaration and payment of future dividends will depend on many factors, including, but not limited to, our earnings, financial condition, business development needs and regulatory considerations, and iswill be at the sole discretion of our Board of Directors. At this time, we expect to continue paying dividends commensurate with our historical practice.

As of March 31, ~~2025~~2026, there were 5453 holders of record of our common stock. This amount does not include “street name” holders or beneficial holders of our common stock, who hold their shares through banks, brokers or other financial institutions.

During the year ended March 31, ~~2025~~2026, we did not sell any equity securities that were not registered under the Securities Act of 1933, as amended.

On November 7, 2005, our Board of Directors adopted a share repurchase plan which allows for the repurchase of up to 300,000 of our common shares. This plan will continue until the maximum is reached or the plan is terminated by further action of the Board of Directors. We made no repurchases of our common stock during the years ended March 31, ~~2025~~2026, March 31, 2024, or March 31, 2023. As of March 31, ~~2025~~2026, 137,514 shares remained available to repurchase pursuant to the repurchase plan.

See Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters for information regarding securities authorized for issuance.

Set forth below is a line graph comparing, for the period March 31, 2021 through March 31, ~~2025~~2026, the cumulative total shareholder return on our common stock against the cumulative total return of (a) the S&P Composite Stock Index (b) the S&P Small Cap 600, and (c) a self-selected peer group, comprised of the following companies: ~~Danaher~~Adaptive ~~Corp.~~Biotechnologies Corporation, ~~Repligen Corp.~~Artivion, ~~Steris Corp~~Inc., ~~Utah Medical Products~~AtriCure, Inc., ~~Fortive~~Azenta, ~~Corp~~Inc., ~~Merit~~BioLife ~~Medical Systems~~Solutions, Inc., ~~Transcat~~Codexis, Inc., ~~Electro-Sensors~~Cryoport, Inc., ~~Onto~~Cytek ~~Innovation~~Biosciences, Inc., ~~Metler-Toledo~~ ~~International~~Haemonetics Corporation, Harvard Bioscience, Inc., ~~and~~ ~~Illumina~~Inogen, Inc. ~~The~~, ~~graph~~LeMaitre ~~shows~~Vascular, ~~the~~Inc., ~~value~~Maravai ~~on March~~Life 31Sciences ofHoldings, ~~each year~~Inc., ~~assuming~~Neogen anCorporation, ~~original~~NeoGenomics, ~~investment~~Inc., ofQuanterix ~~$100~~Corporation, onStandard ~~March~~BioTools, 31Inc., ~~2020~~ and ~~reinvestment~~Veracyte, ~~of cash dividends~~Inc.

~~Page~~The 18 graph shows the value on March 31 of each year, assuming an original investment of $100 on March 31, 2021 and reinvestment of cash dividends.

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Item 6. Reserved

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis (“MD&A”) is intended to help investors understand Mesa, our operations and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes thereto contained in this Annual Report on Form 10-K. Unless the context requires otherwise, the terms “Mesa,” “Company,” “we,” “its,” and “our” in this ~~Annual~~annual ~~Report~~report ~~on Form 10-K~~ refer to Mesa Laboratories, Inc. and its subsidiaries.

This section generally discusses our fiscal years ended March 31, ~~2025~~2026 and March 31, ~~2024 items~~2025 and year-to-year comparisons between fiscal year ~~2025~~2026 and fiscal year ~~2024~~2025. Discussions of fiscal year ~~2023 items~~2024 and year-to-year comparisons between fiscal year ~~2024~~2025 and fiscal year ~~2023~~2024 ~~that are not included in this report~~ can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company's ~~Annual~~annual ~~Report~~report ~~on Form 10-K~~ for the fiscal year ended March 31, ~~2024~~2025 filed with the ~~Securities~~SEC ~~and Exchange Commission~~ on ~~June~~May 28, ~~2024~~2025.

(dollars in thousands, unless otherwise specified)

Overview

We are a global leader in the design and manufacture of life sciences tools and critical quality control solutions for regulated applications in the pharmaceutical, healthcare and medical device industries. We offer products and services to help our customers ensure product integrity, increase patient and worker safety, and improve the quality of life throughout the world. We have manufacturing operations in the United States and Europe, and our products are marketed by our sales personnel in North America, Europe and ~~Asia Pacific~~APAC, and by independent distributors in these areas as well as throughout the rest of the world. ~~We prefer markets in which we can establish a strong presence and achieve high gross profit~~ ~~margins.~~

As of March 31, ~~2025~~2026, we managed our operations in four reportable segments, or divisions: Sterilization and Disinfection Control, ~~Clinical Genomics,~~ Biopharmaceutical Development, ~~and~~ Calibration Solutions and Clinical Genomics. Each of our divisions is described further in "Results of Operations" below. Unallocated corporate expenses and other business activities are reported within Corporate and Other.

Corporate Strategy

We strive to create stakeholder value and further our purpose of Protecting the Vulnerable® by growing our business both organically and through acquisitions, by improving our operating efficiency, and by continuing to hire, develop and retain top talent. AsWe ~~a business, we~~ commit to our purpose ~~of Protecting the Vulnerable®~~ every day by taking a customer-focused approach to developing, building, and delivering our products and services. We serve a broad set of industries, inparticularly ~~particular~~ the pharmaceutical, healthcare and medical device ~~industries~~sectors, in which the safety, quality, and efficacy of products ~~are~~is critical. By delivering the highest quality products possible, we are committed to protecting the communities we serve.

Organic Revenues Growth

Organic revenues growth is driven by the expansion of our customer base, increases in sales volumes, new product offerings, and price increases, and may be affected positively or negatively by changes in foreign currency rates. Our ability to increase organic revenues is affected by general economic conditions, both domestic and international, customer capital spending trends, competition, currency exchange rates, and the introduction of new products. Our policy is to price our products competitively and, where possible, we pass along cost increases to our customers in order to maintain our margins. We typically evaluate costs and pricing annually, with price increases effective January 1. We evaluate the need to increase prices at other times of the year in response to changes in regulatory policy, such as the imposition of tariffs, or significant increases in the price of inputs to our products ~~which could result from drastic changes to the macroeconomy~~.

Inorganic Revenues Growth - Acquisitions

Over the past decade, we have consummated a number of acquisitions as part of our growth strategy. These acquisitions have allowed us to expand our product offerings and the industries we serve, globalize our company, and increase the scale at which we operate. In turn, this growth affords us the ability to improve our operating efficiency, extend our customer base, and further the pursuit of our purpose: Protecting the Vulnerable®.

~~During~~ Page fiscal year 2024, we completed the acquisition of GKE. GKE develops, manufactures and sells a highly competitive portfolio of chemical sterilization indicators, biologics, and process challenge devices to protect patient safety across global healthcare markets.26

Improving Our Operating Efficiency

Our ongoing goal is to maximize value in our existing businesses and those we acquire by implementing efficiencies in our manufacturing, commercial, engineering, and administrative operations. We achieve efficiencies using the four pillars that make up the Mesa Way, which is our customer-centric, lean-based system for continuously improving and operating the manufacturing and administrative aspects of our high-margin, niche businesses. The Mesa Way is focused on: "Measuring What Matters" based on customers' perspective and setting high standards for performance; "Empowering Teams" to improve operationally and exceed customer expectations; "Sustainably Improving" using lean-based tools designed to help us identify and prioritize the best opportunities; and "Always Learning" so that performance continuously improves.

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Improving Our ~~gross~~Operating profit is affected by many factors including our product mix, foreign currency rates, manufacturing efficiencies, costs of products and labor, costs of transporting goods, and price competition. Historically, as we have integrated our acquisitions and taken advantage of manufacturing efficiencies, our gross profit percentages for some products have improved. There are, however, differences in gross profit percentages between product lines, and ultimately the mix of revenues will continue to impact our overall gross profit.Efficiency

Our ongoing goal is to maximize value in our businesses and those we acquire by implementing efficiencies in our manufacturing, commercial, engineering and administrative operations. We achieve efficiencies using the four pillars that make up the Mesa Way, our customer-centric, lean-based system for continuous improvement. The Mesa Way is built on four key pillars: "Measuring What Matters" based on our customers' perspectives to set high standards of performance; "Empowering Teams" to improve operationally and exceed customer expectations; "Sustainably Improving" using lean-based tools designed to help us identify and prioritize the best opportunities; and "Always Learning" to continuously build knowledge and capabilities to drive long-term performance.

Our gross profit is affected by many factors, including the mix of products and services sold and the geographical regions in which we sell them, labor and product costs (including costs of transporting, importing and exporting goods, as well as associated tariffs), manufacturing efficiencies, foreign currency rates and price competition. Historically, as we have integrated acquisitions into our business and taken advantage of manufacturing efficiencies, our gross profit percentages for some products have improved. There are, however, differences in gross profit percentages between product lines, and ultimately our mix of revenues will continue to impact our overall gross profit.

We continuously pursue opportunities to improve the efficiency of our administrative functions, including through increasing usage of process automation and artificial intelligence.

Hire, Develop, and Retain Top Talent

At the center of our organization are highly talented people who are capable of taking on new challenges using a team-based approach. Indeed, it is our exceptionally talented workforce that ~~works~~collaborates ~~together~~ to continuously and sustainably improve our products, our services, and ourselves, resulting in long-term value creation for our stakeholders.

General Trends

WeAs ~~are~~ a global company ~~with multinational operations. During our fiscal year 2025~~, ~~approximately 52% of~~ our ~~revenues~~geographic ~~were~~and ~~earned~~industry ~~outside~~diversity ofpresents ~~the United States. We face~~ both opportunities and challenges ~~resulting from our geographic and industry diversity~~, ~~such~~including ~~as operating~~ in ~~varied~~relation ~~economic~~to ~~environments~~pursuing ~~across served geographies, technology changes in served markets,~~ expansion opportunities in high-growth markets, ~~the~~operating ~~impacts~~in ofvaried ~~foreign~~economic ~~currency~~environments, ~~movements~~complying ~~against~~with ~~the~~evolving ~~U.S.~~regulatory ~~dollar~~requirements ~~("USD"),~~such ~~changes~~as intariffs, ~~trends~~navigating ~~and costs of a~~ global labor ~~force,~~trends and ~~increasing~~costs, ~~regulation.~~adapting ~~Our continued revenues growth will depend on our ability~~ to ~~(i)~~technological ~~continue~~changes ~~commercial~~in ~~efforts~~markets towe ~~expand business with new and existing customers~~serve, ~~(ii) identify, consummate~~ and ~~integrate~~monitoring ~~acquisitions~~the ~~successfully,~~effects ~~and~~of ~~(iii)~~foreign ~~develop~~currency orfluctuations ~~purchase~~against ~~differentiated~~the ~~products~~U.S. ~~and services~~dollar. WeDuring ~~maintain~~fiscal ~~our~~2026, ~~profitability~~approximately ~~by improving the effectiveness~~ 53% of our ~~sales~~revenues were ~~force,~~earned byoutside ~~continuing~~of tothe ~~pursue~~United ~~cost reduction initiatives, and by improving our operating efficiency~~States. 

~~Our~~In ~~revenues increased 11.5% in~~ fiscal year ~~2025 compared with fiscal year 2024. GKE~~2026, ~~which~~ we ~~purchased~~announced ~~during~~a ~~the~~planned ~~third~~transition ~~quarter~~in ofexecutive ~~fiscal year 2024~~leadership, ~~contributed $24.8 million of revenues in fiscal year 2025 compared~~ with ~~$9.3 million from~~ the ~~acquisition~~appointment ~~date~~of ~~in mid-October 2023 through March 31, 2024~~Dr. ~~Organic~~ ~~revenues~~Siddhartha ~~increased~~Kadia ~~4.6% during fiscal year 2025, primarily~~ as aChief ~~result~~Executive ofOfficer ~~organic~~effective revenues growth of 19.7% from our Biopharmaceutical Development division, 8.3% from our Calibration Solutions division, and 4.7% from our Sterilization and Disinfection Control division, partially offset by a 10.5% organic revenues decline in ~~our~~fiscal ~~Clinical~~year ~~Genomics division~~2027.

~~Our~~In ~~Biopharmaceutical~~fiscal ~~Development~~year ~~division~~2026, ~~has~~revenues ~~particularly~~grew ~~benefited~~3.4% ~~from~~compared ~~improved~~to ~~capital equipment sales in~~ fiscal ~~year~~ 2025, ~~after~~driven ~~being~~primarily ~~adversely~~by ~~impacted~~growth byin ~~industry-wide~~our ~~capital~~Sterilization ~~investment~~and ~~declines~~Disinfection inControl ~~the~~division, ~~biopharmaceutical~~and ~~vertical~~to ina ~~fiscal~~lesser ~~year~~extent, ~~2024;~~our ~~hardware~~Calibration ~~and~~Solutions ~~software~~division. ~~sales~~Revenues in ~~the~~our ~~division~~Biopharmaceutical ~~increased~~Development ~~51.2%~~division inwere ~~fiscal~~largely ~~year~~consistent ~~2025~~with ~~compared to~~ fiscal year ~~2024~~2026. InOur ~~general,~~Clinical weGenomics ~~expect that~~division asexperienced ~~customers~~revenue ~~who~~declines, ~~have~~primarily ~~purchased~~due ~~equipment~~to ~~over~~unfavorable ~~the~~macroeconomic ~~past~~conditions 12in ~~months~~China ~~adopt our~~and ~~technology~~ongoing ~~into~~trade ~~their businesses~~tensions, ~~consumables~~which ~~purchases~~have ~~will~~weakened ~~continue~~demand tofor ~~increase~~our inClinical ~~future~~Genomics ~~periods.~~products ~~Our~~and ~~Clinical~~services ~~Genomics~~in ~~business~~that ~~continued~~region. toWe ~~experience~~expect these challenges ~~presented~~to bypersist ~~changing~~into ~~global~~fiscal ~~regulatory~~year ~~environments.~~2027; ~~However~~however, we ~~began~~anticipate tothat the ~~realize~~related ~~benefits~~financial ~~from implementing strategic~~impact ~~changes~~will be substantially smaller than in fiscal year 2026. In the Americas and Europe, Clinical Genomics ~~division~~ ~~late~~continued into ~~fiscal~~execute ~~year~~its ~~2024,~~product development and ~~organic~~commercial ~~revenues~~strategy ~~growth~~successfully ~~increased~~in ~~1.0%~~fiscal ~~and~~year 32026.5% inCurrency ~~the~~translation ~~third~~increased ~~and~~reported ~~fourth~~revenues ~~quarters~~by of2.2% in fiscal year ~~2025~~2026 compared to ~~prior~~fiscal year ~~periods~~2025, ~~respectively,~~primarily ~~despite~~affecting the ~~continued~~Sterilization ~~regulatory~~and ~~challenges~~Disinfection Control and Biopharmaceutical Development divisions.

~~Gross~~Consolidated gross profit as a percentage of revenues in fiscal year 2026 increased ~~one~~ 0.9 percentage ~~point~~ points in fiscal year ~~2025~~2026. ~~versus~~The improvement was driven by a more favorable geographic revenue mix in the Clinical Genomics division, cost savings initiatives implemented in fiscal ~~year~~years ~~2024~~2025 and 2026, ~~primarily~~and ~~due~~higher tosales $3on a partially-fixed cost base.4 ~~million of~~These ~~lower~~improvements ~~intangible~~were ~~asset~~partially ~~amortization~~offset ~~expense~~by ~~flowing~~unfavorable ~~through~~foreign ~~cost~~currency translation and the impact of ~~revenues~~tariffs, which together reduced consolidated gross profit as a ~~result~~percentage of revenues by approximately 0.8 percentage points compared to the ~~Clinical~~prior ~~Genomics~~year, ~~intangible~~with ~~asset~~a ~~impairment~~particularly ~~loss~~pronounced ~~recorded~~effect in ~~the~~our ~~fourth~~Biopharmaceutical ~~quarter~~Development division. ofIn addition, fiscal year ~~2024,~~2025 ~~partially~~results ~~offset~~included byGKE-related ~~higher~~inventory ~~performance~~step-~~based~~up ~~compensation~~amortization ~~costs~~expense, ~~related~~which tonegatively ~~our~~impacted ~~financial~~gross ~~performance~~profit margins in fiscal year 2025 and did not recur in fiscal year 2026.

~~Excluding~~Operating aexpense ~~$274~~increased 3.59% ~~million impairment loss recorded~~ in ~~the~~fiscal ~~fourth~~year ~~quarter~~2026 ofcompared to fiscal year ~~2024~~2025, while operating ~~expenses~~expense ~~increased~~as ~~3.2%~~a ~~during~~percentage ~~fiscal~~of ~~year 2025~~revenues ~~versus~~remained ~~fiscal~~largely ~~year 2024~~consistent. ~~Increases~~The increase in operating expense ~~were~~was primarily ~~attributable~~driven toby ~~(i)~~costs ~~higher~~associated ~~performance-based~~with ~~compensation~~the ~~expenses and~~departure ~~higher~~of ~~professional~~our ~~services~~former ~~costs~~CEO. ~~for~~Additionally, ~~compliance~~reported ~~activities~~selling ~~and~~expense, ~~integration~~general ~~activities~~and ~~related~~administrative toexpense, ~~the~~and ~~GKE~~research ~~acquisition~~ and ~~(ii)~~development ~~twelve~~expense ~~months~~increased due to the weakening of ~~operating~~the ~~expenses~~U.S. ~~from~~dollar ~~GKE versus~~against ~~only~~the ~~about~~euro ~~five~~ and aSwedish ~~half~~krona ~~months~~ in ~~the~~fiscal ~~comparable~~year ~~prior~~2026 compared to fiscal year ~~period~~2025. ~~These~~Increases ~~increases~~in operating expense were partially offset by ~~$4.8 million~~ lower ~~amortization~~professional ~~expense~~services inand consulting costs, as fiscal year 2025 included GKE integration costs.

We Page source parts and materials used to produce our products from many different countries and we sell our products globally. In the first quarter of fiscal year 2026, the United States implemented tariffs on imports from most countries, which has prompted retaliatory tariffs on U.S. imports in certain cases. In April 2025, the effective date of certain tariffs was delayed; however, tariffs remain in place on most products imported to the U.S. as well as on products exported from the U.S. into China. The amount of tariffs that will remain in place over the long term is uncertain and is expected to vary by country. While we are seeking ways to minimize the impact of tariffs, if the effective tariffs remain in place, we expect to incur additional costs to source materials, import, and export our products. We may experience decreasing revenues if we are unable to price our products competitively in China, or we may experience declining gross margins if we chose to absorb the costs of tariffs in our own business; these impacts could be material. 27

A weakening or strengthening of foreign currencies against the USD increases or decreases our reported revenues, gross profit margins, and operating expenses, and impacts the comparability of our results between periods.

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Changes in foreign currency exchange rates relative to the U.S. dollar affect our reported revenues, gross profit margins, and operating expenses and impact the comparability of our results between periods. A strengthening or weakening of the U.S. dollar can therefore influence reported financial results even when underlying operating performance is unchanged.

Results of Operations

Our results of operations and period-over-period changes are discussed in the following section. The tables and discussion below should be read in conjunction with the accompanying Consolidated Financial Statements and the notes thereto appearing in Item 8. Financial Statements and Supplementary Data.

Results by reportable segment are as follows:

	Revenues				Organic Revenues Growth (non-GAAP) (a)					Gross Profit as a % of Revenues
	Year ended March 31,				Year ended March 31,					Year ended March 31,
amounts in thousands, except percentage data		~~2025~~2026		~~2024~~2025		~~2025~~2026		~~2024~~2025			~~2025~~2026		~~2024~~2025
Sterilization and Disinfection Control	$	93101,~~418~~567	$	7593,~~124~~418		48.7	%	14.97	%		6970.26	%	7169.02	%
Clinical Genomics		47,081		52,588		(10.5	%)	(15.6	%)		54.5	%	51.5	%
Biopharmaceutical Development		48,626		48,730		(0.2	%)	19.7	%		58.7	%	61.4	%
Biopharmaceutical Development		48,730		40,712		19.7	%	(14.3	%)		61.4	%	62.4	%
Calibration Solutions		53,551		51,749		3.5	%	8.3	%		59.7	%	59.2	%
Calibration Solutions		51,749		47,763		8.3	%	6.6	%		59.2	%	57.7	%
Clinical Genomics		45,386		47,081		(3.6	%)	(10.5	%)		57.3	%	54.5	%
Reportable segments	$	~~240~~249,~~978~~130	$	~~216~~240,~~187~~978		43.64	%	(54.6	%)		6263.65	%	6162.6	%

(a)	Organic revenues growth is a non-GAAP measure of financial performance. See "Non-GAAP Reconciliations" below for further information and for a reconciliation of organic revenues growth to total revenues growth.

Our consolidated results of operations are as follows:

	Year Ended March 31,									Total Change
amounts in thousands, except percentage data		~~2025~~2026			~~2024~~2025			~~2023~~2024			~~2025~~2026 vs. ~~2024~~2025		~~2024~~2025 vs. ~~2023~~2024
Revenues	$	~~240~~249,~~978~~130		$	~~216~~240,~~187~~978		$	~~219~~216,~~080~~187			113.54	%	(111.35	%)
Gross profit		~~150~~158,~~870~~270			~~133~~150,~~250~~870			133,~~693~~250			134.29	%	(013.32	%)
Operating expense (excluding impairment losses)		~~134~~139,~~534~~759			~~130~~134,~~792~~534			130,~~373~~792			23.9	%	02.39	%
Impairment losses		-			~~274,533~~-			-274,533			~~(100.0~~N/A	%)	(100.0	%)
Operating income (loss)		1618,~~336~~511			~~(272~~16,~~075~~336	)		3(272,~~320~~075	)		~~106~~13.03	%	~~(8,295~~106.0	%)
Net (loss) income	$	(1,974	)	$	(254,246	)	$	930			99.2	%	(27,438.3	%)
Net income (loss)	$	6,712		$	(1,974	)	$	(254,246	)		440.0	%	99.2	%

We cannot accurately predict the impact that tariffs will have on our business in fiscal year 2026. In fiscal year 2025:

● We recognized $25.3 million of revenues from sales to customers in China, over $18.0 million of which was derived from products exported from the U.S.

● We recognized $116.6 million of revenues from sales to customers in the United States, over $16.0 million of which was derived from products imported to the U.S. from Sweden.

● We recognized approximately $56.1 million of revenues from customers in Europe, over $27.0 million of which was derived from products imported to Europe from the U.S.

Our ability to continue to sell products at margins we have historically realized, in light of effective tariffs, will depend on price elasticity, customer demand, continued evolution of tariff rates, and overall market conditions, among other factors.

We purchase a relatively immaterial portion of the materials we use in manufacturing our products from non-domestic sources that would likely be subject to effective or potential future tariffs.

Reportable Segments

Sterilization and Disinfection Control

Our Sterilization and Disinfection Control division manufactures and sells biological, chemical and cleaning indicators used to assess the effectiveness of sterilization, decontamination, disinfection and cleaning processes in the pharmaceutical, medical device, and healthcare industries. The division also provides sterility assurance testing and laboratory services, ~~mainly~~primarily to ~~the~~ dental and pharmaceutical ~~industries~~customers. Sterilization and Disinfection Control products are disposable and are used on a routine basis.

	Year Ended March 31,									Total Change
amounts in thousands, except percentage data		~~2025~~2026			~~2024~~2025			~~2023~~2024			~~2025~~2026 vs. ~~2024~~2025		~~2024~~2025 vs. ~~2023~~2024
Revenues	$	93101,~~418~~567		$	7593,~~124~~418		$	6475,~~609~~124			248.47	%	1624.34	%
Gross profit		6471,~~660~~707			5364,~~302~~660			4653,~~520~~302			2110.39	%	1421.63	%
Gross profit as a % of revenues		6970.26	%		7169.02	%		7271.0	%		(1.84 pt)		(1.08 pt)

~~Sterilization~~ Page and Disinfection Control revenues increased 24.4% for fiscal year 2025 compared to fiscal year 2024. GKE contributed $15.5 million more to revenues and $11.2 million more to gross profit during fiscal year 2025 compared to the partial year of ownership in fiscal year 2024. GKE's gross profit as a percentage of revenues was 66.5% and 57.7% during fiscal year 2025 and 2024, respectively. Excluding $1.2 million of amortization of the non-cash inventory step-up related to the GKE acquisition in each year, the Sterilization and Disinfection Control division's gross profit margin percentage was 70.5% and 72.6% during fiscal year 2025 and 2024, respectively. 28

Excluding inorganic growth from the GKE acquisition, revenues in the Sterilization and Disinfection control division increased 4.7% and orders increased 6.4% in fiscal year 2025 compared to fiscal year 2024, driven by strong commercial execution. Increased order levels resulted in higher than normal past due backlog at certain times of the year. As of March 31, 2025, the Sterilization and Disinfection Control division's past due backlog was approximately $2.0 million higher compared to March 31, 2024, but has decreased approximately 27% compared to the end of the third quarter of our fiscal year 2025.

Gross profit as a percentage of revenues in the Sterilization and Disinfection Control division declined 1.8 percentage points, primarily as a result of higher expense for performance-based personnel costs and temporary labor costs utilized to increase capacity to decrease our past due backlog.

The Sterilization and Disinfection Control division recorded approximately $7.0 million of product revenues sourced directly from the U.S. into China during fiscal year 2025. We expect to continue sales of Sterilization and Disinfection Control products into China in fiscal year 2026 despite tariff charges; however, given the effective tariffs, we cannot predict whether sales volumes and/or gross profit margins on sales from the U.S. into China will decline compared to fiscal year 2025.

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~~Clinical~~Sterilization ~~Genomics~~and Disinfection Control revenues increased 8.7% in fiscal year 2026 compared to fiscal year 2025, primarily due to the weakening of the U.S. dollar and price increases during fiscal 2026, and to a lesser extent, higher sales volumes. Excluding the impact of foreign currency translation, revenues would have increased approximately 4.7% for fiscal year 2026. The Sterilization and Disinfection Control division’s backlog decreased by approximately $1.2 million in fiscal year 2026 as order fulfillments returned to normal levels.

~~The~~Gross ~~Clinical~~profit ~~Genomics~~as ~~division~~a ~~develops,~~percentage ~~manufactures~~ of revenues in the Sterilization and ~~sells~~Disinfection ~~highly~~Control ~~sensitive~~division increased 1.4 percentage points, ~~low~~primarily due to higher revenues on a partially-fixed cost, ~~high-throughput~~base. Excluding ~~genetic~~the ~~analysis~~impact ~~tools~~of ~~and~~foreign ~~related~~currency ~~consumables~~translation and ~~services~~$1.2 ~~that~~million ~~enable~~of amortization ~~clinical~~of ~~research~~the ~~labs~~non-cash ~~and~~inventory ~~contract~~step-up ~~research~~related ~~organizations~~ to ~~perform genomic~~the ~~testing~~GKE ~~for~~acquisition arecorded in ~~broad~~fiscal ~~range~~year of2025, ~~research~~the ~~applications~~Sterilization inand ~~several~~Disinfection ~~therapeutic~~Control ~~areas,~~division's ~~such~~gross asprofit ~~screenings~~margin ~~for~~percentage ~~hereditary~~would ~~diseases,~~have ~~pharmacogenetics,~~increased ~~oncology~~approximately ~~related~~0.8 ~~applications,~~percentage ~~and~~points ~~toxicology~~in ~~research~~during fiscal year 2026 compared to fiscal year 2025.

	Year Ended March 31,									Total Change
amounts in thousands, except percentage data		2025			2024			2023			2025 vs. 2024		2024 vs. 2023
Revenues	$	47,081		$	52,588		$	62,299			(10.5	%)	(15.6	%)
Gross profit		25,670			27,078			32,485			(5.2	%)	(16.6	%)
Gross profit as a % of revenues		54.5	%		51.5	%		52.1	%		3.0 pt		(0.6 pt)

Clinical Genomics revenues decreased 10.5% in fiscal year 2025 compared to fiscal year 2024, largely due to decreased revenues in China, and to a lesser extent lower hardware sales in the United States as a result of increased regulations of new lab-developed tests that were in place for almost all of fiscal year 2025. Restrictions on lab-developed tests that affected this division were vacated by a federal court ruling in March 2025; however, the FDA may appeal this favorable ruling within 60 days of the ruling. China’s government continues to play a significant role in regulating industry development by imposing sector-specific policies and maintaining control over China’s economic growth through monetary policy and the treatment of particular industries.

Gross profit as a percentage of revenues for the Clinical Genomics division increased 3.0 percentage points for fiscal year 2025 compared to fiscal year 2024, primarily due to lower intangibles amortization expense as a result of impairment losses recorded in the fourth quarter of fiscal year 2024. Excluding amortization expense, gross profit as a percentage of revenues would have decreased 3.8 percentage points for fiscal year 2025 compared to fiscal year 2024, attributable to lower margin instrument sales into China, reserves for slow-moving inventory as sales declined, and to a lesser extent, lower revenues on a partially fixed cost base. The lower margin sales of hardware into China reflected a change in our strategy for growth in this division that we expected would drive future consumables sales. However, until effective tariffs into China moderate significantly, it is unlikely that we will be able to realize increased sales in China.

The Clinical Genomics division recorded over $8.0 million of revenues from sales of goods produced in the U.S. to customers in China in fiscal year 2025, approximately half of which were sales of hardware and software. If effective tariffs remain in place for all of fiscal year 2026, we expect that revenues from sales of Clinical Genomics hardware will decline, however, we expect continued revenues from sales of consumables to existing customers.

Biopharmaceutical Development

	Year Ended March 31,									Total Change
amounts in thousands, except percentage data		~~2025~~2026			~~2024~~2025			~~2023~~2024			~~2025~~2026 vs. ~~2024~~2025		~~2024~~2025 vs. ~~2023~~2024
Revenues	$	48,~~730~~626		$	4048,~~712~~730		$	4740,~~365~~712			19(0.72	%)	~~(14~~19.07	%)
Gross profit		2928,~~913~~553			2529,~~400~~913			3025,~~340~~400			17(4.85	%)	~~(16~~17.38	%)
Gross profit as a % of revenues		6158.47	%		6261.4	%		6462.14	%		(12.07 pt)		(1.70 pt)

Biopharmaceutical Development's revenues ~~increased~~were ~~19.7%~~largely ~~for~~consistent in fiscal year ~~2025~~ 2026 compared to fiscal year ~~2024~~2025, as ~~benefitting~~declines ~~from~~in ~~increased~~our ~~capital~~immunoassay ~~spending~~product lines were partially offset by growth in our peptide product lines. The decline in immunoassays revenues relates primarily to commercial execution challenges, partially offset by the ~~biopharmaceutical~~impact ~~markets~~of foreign currency. Revenues ~~from~~were ~~hardware~~impacted ~~and~~to ~~software~~a ~~increased~~lesser 51extent by shipping delays related to export controls that prevented the shipment of certain peptides systems in the second half of fiscal year 2026.2% Excluding the impacts of foreign currency translation and revenues from ~~consumables~~tariff ~~and~~recovery ~~services~~surcharges, ~~increased~~Biopharmaceutical ~~4.9% in~~Development ~~fiscal~~revenues ~~year~~would ~~2025~~have declined approximately 3.9% compared to ~~fiscal~~the ~~year~~prior ~~2024~~year.

Biopharmaceutical Development's gross profit as a percentage of revenues decreased ~~one~~2.7 percentage ~~point~~ points during fiscal year ~~2025~~2026, primarily asdue ato ~~result~~the impacts of ~~higher~~foreign ~~materials~~currency ~~costs,~~translation ~~increased expense for performance-based personnel costs~~ and ~~unfavorable product mix~~tariffs. We ~~produce~~Excluding the ~~majority~~impacts of ~~the~~foreign ~~Biopharmaceutical~~currency ~~Development~~translation ~~division's~~and ~~products outside of the United States~~tariffs, ~~and~~gross weprofit ~~believe~~as wea ~~will~~percentage beof ~~able~~revenues tofor ~~increase~~fiscal ~~prices~~year to2026 ~~substantially~~would ~~cover~~have ~~the~~been ~~impact~~approximately ofconsistent ~~effective~~with ~~tariffs~~fiscal onyear ~~these products imported into the U~~2025.S.

Over $2.0 million of our Biopharmaceutical Development division’s product revenues were sourced from U.S. subsidiaries and sold into China in fiscal year 2025; effective tariffs are expected to negatively impact future sales and/or the profitability of the sales made to customers in China for this division.

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Calibration Solutions

The Calibration Solutions division develops, manufactures, sells and services quality control products using principles of advanced metrology to enable customers to measure and calibrate critical parameters in applications such as renal care, gas flow, environmental and process monitoring, ~~gas flow, air quality~~ and torque testing, primarily in medical device manufacturing, pharmaceutical manufacturing, laboratory and hospital environments.

	Year Ended March 31,									Total Change
amounts in thousands, except percentage data		~~2025~~2026			~~2024~~2025			~~2023~~2024			~~2025~~2026 vs. ~~2024~~2025		~~2024~~2025 vs. ~~2023~~2024
Revenues	$	5153,~~749~~551		$	4751,~~763~~749		$	4447,~~807~~763			8.3.5	%	68.63	%
Gross profit		3031,~~637~~982			2730,~~547~~637			2427,~~388~~547			114.24	%	1311.02	%
Gross profit as a % of revenues		59.27	%		5759.72	%		5457.47	%		10.5 pt		31.35 pt

Calibration Solutions revenues increased 8.3.5% for fiscal year ~~2025~~2026 compared to fiscal year ~~2024~~2025, primarily ~~due to~~driven by price increases and ongoing commercial efforts~~, particularly~~ into ~~our~~establish ~~renal~~and ~~care~~renew ~~product~~contracts ~~lines,~~that ~~and~~incentivize ~~price~~utilization ~~increases~~of our service offerings.

The Calibration Solutions division's gross profit as a percentage of revenues increased 10.5 percentage points in fiscal year ~~2025~~2026 compared to fiscal year ~~2024~~2025, primarily due to increased revenues on a partially fixed cost base and product mix, partially offset by ~~increased~~an ~~expense~~unfavorable ~~for~~tariff performance-based personnel costs. Approximately $10.0 million of the Calibration Solution division’s product revenues in fiscal year 2025 were from customers outside of the United States. While we cannot predict the impact ~~effective or potential tariffs will have on the division, we do not expect material impacts to gross profit as a percentage~~ of ~~revenues~~20 atbasis ~~this time~~points.

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Clinical Genomics

The Clinical Genomics division develops, manufactures and sells highly sensitive, high-throughput genetic analysis tools and related consumables and services that enable clinical research labs and contract research organizations to perform genomic testing across a broad range of non-diagnostic applications in several therapeutic areas, including hereditary disease screenings, pharmacogenetics, oncology related applications and toxicology research.

	Year Ended March 31,									Total Change
amounts in thousands, except percentage data		2026			2025			2024			2026 vs. 2025		2025 vs. 2024
Revenues	$	45,386		$	47,081		$	52,588			(3.6	%)	(10.5	%)
Gross profit		26,028			25,670			27,078			1.4	%	(5.2	%)
Gross profit as a % of revenues		57.3	%		54.5	%		51.5	%		2.8 pt		3.0 pt

Clinical Genomics revenues decreased 3.6% in fiscal year 2026 compared to fiscal year 2025, driven primarily by lower sales to customers in China, reflecting ongoing macroeconomic and regulatory uncertainty as well as ongoing trade tensions. Excluding sales to China, revenues increased 9.2% in fiscal year 2026 compared to fiscal year 2025.

Clinical Genomics’ gross profit as a percentage of revenues increased 2.8 percentage points in fiscal year 2026 compared to fiscal year 2025, despite lower revenues. The increases in gross profit as a percentage of revenues were primarily attributable to manufacturing and supply chain efficiency improvements, lower personnel-related costs attributable to our cost mitigation efforts, and favorable geographic product mix, as sales outside of China typically generate higher margins. Gross profit as a percentage of revenues for fiscal year 2026 was also positively impacted by product mix, as higher-margin consumables represented a greater portion of the division's total revenues.

Operating Expense

~~Excluding~~Operating expense increased 3.9% in fiscal year ~~2024 impairment~~2026 ~~losses~~compared ofto ~~$274.5~~fiscal ~~million~~year 2025, while operating ~~expenses~~expense ~~for~~as ~~fiscal~~a ~~year~~percentage ~~2025 increased~~of ~~3.2%~~revenues ~~and were~~remained 56largely consistent.0% Among ~~and~~other ~~60.5%~~factors, operating expense increased due to the weakening of ~~revenues~~the ~~for~~U.S. ~~fiscal~~dollar ~~years~~against ~~2025~~the euro and ~~2024,~~Swedish ~~respectively~~krona in fiscal year 2026.

Selling Expense

Selling expense is driven primarily by labor costs, including salaries and commissions; accordingly, it may vary with sales levels.

	Year Ended March 31,									Total Change
amounts in thousands, except percentage data		~~2025~~2026			~~2024~~2025			~~2023~~2024			~~2025~~2026 vs. ~~2024~~2025		~~2024~~2025 vs. ~~2023~~2024
Selling expense	$	4140,~~683~~793		$	3841,~~625~~683		$	3738,~~439~~625			7(2.91	%)	37.29	%
As a percentage of revenues		1716.34	%		17.93	%		17.19	%		(0.69 pt)		(0.86 pt)

Selling expense ~~increased 7~~decreased 2.91% for fiscal year ~~2025,~~2026 ~~but~~and decreased 0.6 9 percentage points as a percentage of revenues. The ~~increases~~decrease inwas ~~dollar terms are~~ primarily attributable to ~~increased~~ ~~performance~~lower commissions-~~based~~related ~~compensation~~ expense, aspartially offset by severance costs associated with our ~~financial~~cost-savings ~~results~~initiatives. ~~improved,~~In ~~and~~ the ~~addition~~prior ofyear, ~~GKE's~~ selling ~~expenses~~expense was somewhat elevated due to costs associated with a sales training initiative.

General and Administrative Expense

Labor costs, non-cash stock-based compensation and amortization of intangible assets drive the substantial majority of general and administrative expense.

	Year Ended March 31,									Total Change
amounts in thousands, except percentage data		~~2025~~2026			~~2024~~2025			~~2023~~2024			~~2025~~2026 vs. ~~2024~~2025		~~2024~~2025 vs. ~~2023~~2024
General and administrative, other than impairment of finite-lived intangible assets and goodwill	$	7378,~~333~~658		$	7273,~~867~~333		$	72,~~444~~867			07.63	%	0.6	%
As a percentage of revenues		3031.46	%		3330.74	%		33.17	%		(31.32 pt)		0(3.63 pt)

~~General~~ Page and administrative expenses increased 0.6% for fiscal year 2025 and decreased 3.3 percentage points as a percentage of revenues. Amortization expense decreased $4.8 million, primarily driven by lower intangible asset values from the impairment losses recorded in the fourth quarter of fiscal year 2024, partially offset by a $1.3 million increase in amortization expense from owning GKE's intangibles for the full fiscal year 2025. Excluding amortization expense, for fiscal year 2025, general and administrative costs would have increased 10.2%, primarily as a result of higher expense for performance-based personnel costs, the addition of GKE's administrative operating expenses for a full year in fiscal year 2025 versus a partial year in fiscal year 2024, and professional services costs related to integrating GKE into our enterprise resource planning tool and other compliance efforts.30

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General and administrative expenses increased 7.3% in fiscal year 2026 and increased 1.2 percentage points as a percentage of revenues. The increase was primarily attributable to expenses associated with our former CEO’s departure, including accelerated stock-based compensation expense and severance. Higher expense related to estimated uncollectible accounts receivable, particularly related to customers in China, also contributed to the increase. These increases were partially offset by lower consulting and professional services expenses, as the prior year included consulting costs associated with integrating GKE into our enterprise resource planning system, and by lower amortization expense. Aggregate CEO transition costs were $6.7 million, including $3.7 million of non‑cash stock‑based compensation. Excluding these costs, general and administrative expenses would have declined 1.8% in fiscal year 2026.

No impairment losses were recorded in fiscal years 2026 or 2025.

Research and Development Expense

Research and development expense is predominantly comprised of labor costs and third-party consultants.

	Year Ended March 31,									Total Change
amounts in thousands, except percentage data		~~2025~~2026			~~2024~~2025			~~2023~~2024			~~2025~~2026 vs. ~~2024~~2025		~~2024~~2025 vs. ~~2023~~2024
Research and development expense	$	1920,~~518~~308		$	19,~~300~~518		$	2019,~~490~~300			14.10	%	(51.81	%)
As a percentage of revenues		8.12	%		8.91	%		98.49	%		(0.81 pt)		(0.58 pt)

Research and development expenses ~~for~~increased 4.0% in fiscal ~~year~~2026 compared to 2025 ~~increased~~and 1were flat as a percentage of revenues.1% The ~~compared~~increase was primarily attributable to consulting ~~fiscal~~services ~~year~~and ~~2024,~~purchases ~~primarily~~of ~~due~~supplies to ~~higher~~support ~~performance~~project-~~based~~specific ~~compensation~~research ~~expense~~ and ~~the~~development ~~inclusion~~activities, ofas ~~GKE's~~well ~~results~~as ~~for~~severance acosts, ~~full~~particularly ~~year~~within ofour ~~operations~~Clinical Genomics division. These increases were partially offset by lower salaries ~~expense,~~and ~~which~~personnel-related iscosts ~~expected~~associated towith ~~continue~~our ~~into~~cost-savings ~~future periods~~initiatives.

Impairment

Impairment losses were recorded in our Clinical Genomics and Biopharmaceutical Development divisions in fiscal year 2024. The impairment losses were primarily the result of higher weighted average cost of capital, which decreases the fair value of businesses, as well as downward revisions of expected future performance compared to the expectations that existed at the time of our previous quantitative impairment analyses. We did not record any impairment losses in fiscal year 2025; however, certain reporting units remain sensitive to potential future impairment. See Note 6. "Goodwill and Intangible Assets, Net" in Item 8. Financial Statements and Supplementary Data for further information.

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Nonoperating Expense, Net

	Year Ended March 31,									Total Change
amounts in thousands, except percentage data		~~2025~~2026			~~2024~~2025			~~2023~~2024			~~2025~~2026 vs. ~~2024~~2025		~~2024~~2025 vs. ~~2023~~2024
Interest expense and amortization of debt issuance costs	$	1110,~~859~~692		$	511,~~697~~859		$	45,~~770~~697			~~108~~(9.28	%)	19108.42	%
(Gain) on extinguishment of convertible senior notes		~~(2,887~~-	)		-(2,887	)		-			~~N/A~~(100.0	%)	N/A
Other expense (income), net		1,403			(2,124	)		(1,061	)		(166.1	%)	100.2	%
Other (income) expense, net		(4,195	)		1,403			(2,124	)		(399.0	%)	(166.1	%)
Nonoperating expense, net	$	106,~~375~~497		$	310,~~573~~375			3,~~709~~573			~~190~~(37.4	%)	(3190.74	%)

WeInterest ~~incurred significantly more interest~~ expense ~~during~~decreased ~~fiscal year 2025 than~~ in fiscal year ~~2024~~2026 ascompared weto ~~refinanced our Credit Facility during the first quarter of~~ fiscal year 2025 indue ~~order~~ to ~~repurchase~~lower ~~$75.0~~weighted‑average ~~million~~levels ~~in aggregate principal~~ of ~~our~~outstanding ~~Notes.~~interest‑bearing Wedebt ~~had~~and ~~$80.7~~a ~~million outstanding~~reduction ~~under~~in ~~our~~interest ~~Credit~~rates ~~Facility~~applicable asto ofour ~~March~~floating‑rate ~~31,~~debt. ~~2025,~~These ~~net~~decreases ofwere ~~discounts~~partially onoffset ~~the~~by ~~Term~~a ~~Loan,~~higher ~~compared~~interest torate ~~$50.5~~associated ~~million outstanding~~with borrowings under ~~our~~the Credit Facility asdiscussed ofbelow ~~March~~compared ~~31,~~to ~~2024.~~our ~~Amounts~~previously outstanding ~~under~~convertible notes ("the ~~Credit~~Notes"), ~~Facility~~which ~~bear~~were ~~interest~~settled atduring afiscal ~~significantly~~year ~~higher~~2026 ~~rate~~using ~~than~~borrowings ~~amounts outstanding~~ under the ~~Notes~~Credit Facility.

~~The~~Other ~~$2.9~~(income) ~~million~~expense, net ~~gain~~primarily consists of gains and losses on ~~extinguishment~~foreign ofcurrency ~~our Notes~~transactions. ~~represents~~In ~~the~~particular, ~~difference~~during ~~between~~fiscal ~~the~~year ~~cash~~2026, ~~paid~~we torecognized ~~extinguish~~unrealized aforeign ~~portion~~currency gains of ~~the~~approximately ~~Notes~~$3.7 million ~~and~~related ~~their~~to ~~pro-rata~~an ~~carrying~~intercompany ~~value~~U.S. ~~the~~dollar-denominated ~~time~~loan ofissued ~~extinguishment~~ in ~~the~~fiscal ~~first~~year ~~quarter~~2024 to one of ~~fiscal~~our ~~year~~wholly ~~2025~~owned, euro-denominated subsidiaries.

Income Taxes

Year Ended March 31,

Total Change

amounts in thousands, except percentage data

~~2025~~2026

~~2024~~2025

~~2023~~2024

~~2025~~2026 vs. ~~2024~~2025

~~2024~~2025 vs. ~~2023~~2024

Earnings (loss) before income taxes

512,~~961~~014

~~(275~~5,~~648~~961

)

(~~389~~275,648

)

~~281~~6,~~609~~053

~~(275~~281,~~259~~609

)

Income tax expense (benefit)

75,~~935~~302

~~(21~~7,~~402~~935

)

(121,~~319~~402

)

29(2,~~337~~633

)

~~(20~~29,~~083~~337

)

Effective tax rate

~~133~~44.1

7133.81

~~339~~7.18

~~125~~(89.30 pt)

~~(331~~125.3 pt)

Our effective income tax rate was ~~133~~44.1% for fiscal year ~~2025~~ 2026 compared to 7133.81% for fiscal year ~~2024~~2025.

~~The~~ Page effective tax rate of 133.1% for fiscal year 2025 differed from the statutory federal rate of 21% primarily due to adjustments to the valuation allowance related to our operations in the U.S. and Germany, and varying applicable tax rates in foreign jurisdictions. Our effective income tax rate of 7.8% for fiscal year 2024 differed from the statutory federal rate primarily due to the tax effect from intangible asset impairment losses recorded in the fourth quarter of fiscal year 2024. Please see Note 12. “Income Taxes” within Item 8. Financial Statements and Supplementary Data) for a reconciliation of our income tax provision, including the impact of specific items on our overall effective income tax rate. 31

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The effective tax rate for fiscal year 2026 differed from the statutory federal rate of 21% primarily due to non-deductible executive compensation and taxes related to foreign operations, partially offset by a decrease to our valuation allowance. The effective tax rate for fiscal year 2025 differed from the statutory federal rate of 21% primarily due to increases in our valuation allowance related to our operations in the U.S. and Germany, as well as non-deductible executive compensation and varying applicable tax rates in foreign jurisdictions. See Note 12. “Income Taxes” within Item 8. Financial Statements and Supplementary Data) for a reconciliation of our income tax provision, including the impact of specific items on our overall effective income tax rate.

Our future effective income tax rate depends on various factors, such as changes in the realizability of deferred tax assets, tax laws, regulations, accounting principles, or interpretations thereof, and the geographic composition of our pre-tax income. We carefully monitor these factors and adjust our effective income tax rate accordingly.

Net Income (Loss) ~~Income~~

Net income (loss) ~~income~~ varies with the changes in revenues, gross profit, and operating expenses. Net ~~(loss)~~ income in fiscal year ~~2025~~2026 reflects, respectively, $1918,~~145~~017, $5,~~382~~254, and $1317,~~142~~868 of non-cash amortization of intangible assets acquired in a business combination, non-cash depreciation, and non-cash stock-based compensation expense.

Non-GAAP Reconciliations

Adjusted operating income (which excludes the non-cash impact of amortization of finite-lived intangible assets acquired in a business combination, depreciation, stock-based compensation, and impairment of goodwill and finite-lived intangible assets) and organic revenues growth (reported revenues growth excluding the impact of revenues growth from recent acquisitions) are used by management as supplemental performance measures in order to compare current financial performance to historical performance, to assess the ability of our assets to generate cash, and to evaluate potential acquisitions.

Adjusted operating income and organic revenues growth should not be considered alternatives to, or more meaningful than, net income (loss) ~~income~~, operating income (loss), reported revenues growth, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP as measures of operating performance or liquidity.

The following table sets forth our reconciliation of operating income (loss) to adjusted operating income, a non-GAAP measure:

Year Ended March 31,

amounts in thousands

~~2025~~2026

~~2024~~2025

~~2023~~2024

Operating income (loss)

1618,~~336~~511

~~(272~~16,~~075~~336

)

3(272,~~320~~075

)

Amortization of intangible assets acquired in a business combination

1918,~~145~~017

2719,~~341~~145

2827,~~821~~341

Depreciation of long-lived assets

5,~~382~~254

45,~~233~~382

4,~~313~~233

Stock-based compensation

1317,~~142~~868

1113,~~936~~142

1211,~~538~~936

Impairment losses on goodwill and finite-lived intangible assets

~~274,533~~-

-274,533

Adjusted operating income (non-GAAP)

5459,~~005~~650

4554,~~968~~005

4845,~~992~~968

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The following table sets forth our reconciliation of total revenues growth to organic revenues growth, a non-GAAP measure:

	Total Revenues Growth						Impact of Acquisitions						Organic Revenues Growth (non-GAAP)
	Year ended March 31,						Year ended March 31,						Year ended March 31,
	2025			2024			2025			2024			2025			2024
	2026			2025			2026			2025			2026			2025
Sterilization and Disinfection Control		248.47	%		1624.34	%		~~(19.7~~-	%)		(1419.47	%)		48.7	%		14.97	%
Clinical Genomics		(10.5	%)		(15.6	%)		-	%		-	%		(10.5	%)		(15.6	%)
Biopharmaceutical Development		(0.2	%)		19.7	%		-	%		-	%		(0.2	%)		19.7	%
Biopharmaceutical Development	19.7		%		(14.3%)			-	%		-	%		19.7	%		(14.3	%)
Calibration Solutions		3.5	%		8.3	%		-	%		-	%		3.5	%		8.3	%
Calibration Solutions		8.3	%		6.6	%		-	%		-	%		8.3	%		6.6	%
Clinical Genomics		(3.6	%)		(10.5	%)		-	%		-	%		(3.6	%)		(10.5	%)
Total Company		113.54	%		(111.35	%)		~~(6.9~~-	%)		(46.39	%)		43.64	%		(54.6	%)

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Liquidity and Capital Resources

Our sources of liquidity include cash generated from operations, cash ~~and cash equivalents~~ on hand and cash available from our Credit Facility (See Note 8. "Indebtedness" for a description of the Credit Facility)~~, and potential additional equity and debt offerings~~. We believe ~~that~~these ~~cash~~sources ~~flows from operating activities and potential cash provided by~~are ~~borrowings from our Credit Facility, when necessary, will be~~ sufficient to meet our ongoing ~~short-term and long-term~~ operating ~~requirements~~needs, scheduled ~~principal~~debt ~~and~~service ~~interest payments on debt~~obligations, dividend payments, and anticipated capital expenditures. ~~Our~~As ~~Open~~of ~~Market~~March ~~Sale~~31, ~~AgreementSM expired~~2026 inand ~~April~~ 2025, we held cash of $26.9 million and $27.3 million, respectively.

~~Our~~Historically, our more significant uses of resources have ~~historically~~ included acquisitions, payments on of debt principal and interest ~~obligations~~, ~~long-term~~ capital expenditures, and quarterly dividends to shareholders. During fiscal year 2024, we acquired GKE for $87.2 million,~~187,~~ net of cash acquired and financial liabilities assumed and inclusive of working capital adjustments. WeIn April 2025, we paid a ~~holdback of~~ $9~~,555~~ .6 million holdback related to the acquisition in, ~~April~~consistent ~~2025~~with previously accrued and disclosed amounts.

WeWorking ~~had~~capital, ~~$27.3~~defined ~~million and~~as ~~$28.2~~the ~~million~~amount ofby ~~cash~~which ~~and~~current ~~cash~~assets ~~equivalents~~exceed current liabilities, was $44.4 million as of March 31, ~~2025 and 2024~~2026, ~~respectively. Working~~compared ~~capital~~to isnegative ~~the~~working ~~amount~~capital byof ~~which~~$(61.3) ~~current~~million ~~assets~~as ~~exceed~~of ~~current~~March ~~liabilities~~31, 2025. ~~Our~~The prior year's negative working capital ~~balance~~ was ~~negative~~due asto ofthe ~~March~~classification ~~31,~~of ~~2025~~$97.5 ~~because~~million ~~the~~of ~~balance~~principal onrelated to our Notes, ~~due~~as ~~August~~a ~~15,~~current ~~2025~~liability. During fiscal year 2026, iswe ~~due~~settled ~~within~~the ~~twelve~~Notes ~~months~~using borrowings of ~~our~~$97.0 ~~year~~million ~~end~~under ~~date~~our ~~and~~revolving iscredit ~~therefore~~facility ~~classified~~(the as"Revolver"). aThe ~~current~~Revolver ~~liability. We~~allows ~~had~~us ~~working~~to ~~capital~~borrow ofup to $~~(61~~125.3)0 million, ~~and~~of which $6584.0 5 million was outstanding as of March 31, ~~2025 and 2024, respectively~~2026.

~~During~~On October 10, 2025 we amended our Credit Facility to reduce the ~~first~~applicable ~~quarter~~interest ofrate ~~fiscal~~spread ~~year~~above ~~2025,~~the ~~and~~SOFR base rate from 1.5%-3.5% to 1.25%-2.5%. We expect to incur approximately $8.8 million in ~~anticipation~~cash ofinterest ~~settling~~expense over the ~~Notes,~~next wetwelve ~~amended~~months based on outstanding debt levels and ~~restated~~interest rates in effect as of March 31, 2026. Required principal debt payments due on our term loan under the Credit Facility ~~to:~~(the "Term Loan") within the next twelve months total $5.6 million.

~~(i)~~We ~~Extend~~routinely ~~the~~evaluate ~~maturity~~opportunities offor ~~the~~strategic ~~Credit~~acquisitions. Future ~~Facility~~material acquisitions may require us to ~~April~~obtain ~~2029;~~additional ~~(ii)~~capital, ~~Allow~~assume ~~proceeds~~additional third-party ~~from~~debt ~~the~~or ~~Credit~~incur ~~Facility~~other tolong-term beobligations. ~~used~~While we believe that we have the ability to ~~redeem~~issue ~~some~~more equity or ~~all~~debt ofin the ~~Company’s~~future ~~Notes;~~in ~~(iii)~~order ~~Add~~to finance our ~~the~~acquisition ~~$75.0~~and investment ~~million~~activities, ~~senior~~such ~~secured~~financing, ~~Term~~may ~~Loan;~~not ~~and~~be ~~(iv)~~available ~~Make~~on ~~certain~~acceptable ~~changes~~terms, toif ~~the~~at ~~financial covenants~~all.

Under the revised Credit Facility, we maintain access to our Revolver, allowing access to up to $125.0 million of borrowings. During fiscal year 2024, we borrowed a total of $71.0 million under the Revolver to fund the majority of the GKE acquisition. As of March 31, 2025, $10.0 million remained outstanding under the Revolver.

We used proceeds of $75.0 million from borrowings under the Term Loan to enter into separate, privately negotiated purchase agreements with a limited number of holders of our Notes. Pursuant to the purchase agreements, we purchased $75.0 million aggregate principal amount of the Notes for an aggregate cash purchase price of approximately $71.3 million. Following these transactions, $97.5 million aggregate principal amount of the Notes remained outstanding and is now classified as current in our Consolidated Balance Sheets.

Using the interest rate and debt balance outstanding effective as of April 30, 2025, we expect to incur cash interest expense within the next twelve months of approximately $10.6 million (adjusted for required future principal payments and expected borrowings to pay off the Notes.

We have $97.5 million principal amount due on the Notes in August 2025. Together with the current portion of our Term Loan, the cash needed for principal debt payments is $101.3 million within the next twelve months. We plan use cash on hand, draws against our Revolver, which had $115.0 million available as of March 31, 2025, and cash generated from operating activities over the next four months to fund the amounts due.

In April 2022, we entered into an Open Market Sale AgreementSM pursuant to which we may issue and sell, from time to time, shares of our common stock with an aggregate value of up to $150.0 million. We did not sell any shares under this agreement, and it expired in April 2025.

We routinely evaluate opportunities for strategic acquisitions. Future material acquisitions may require us to obtain additional capital, assume additional third-party debt or incur other long-term obligations. We believe that we have the ability to issue more equity or debt in the future in order to finance our acquisition and investment activities; however, additional equity or debt financing, or other transactions, may not be available on acceptable terms, if at all.

We may from time to time repurchase or take other steps to reduce our debt. These actions may include retirements or refinancing of outstanding debt through tender offers, privately negotiated transactions, or otherwise. The amount of debt that may be retired, if any, could be material. Retirement would be decided at the sole discretion of our Board of Directors and would depend on market conditions, our cash position, and other considerations.

Dividends

We have paid regular quarterly dividends since 2003. We declared and paid dividends of $0.16 per share each quarter of the years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024.

In April ~~2025~~2026, our Board of Directors declared a quarterly cash dividend of $0.16 per share of common stock, payable on June 1615, ~~2025~~2026, to shareholders of record at the close of business on May 3029, ~~2025~~2026.

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Cash Flows

Our cash flows from operating, investing, and financing activities were as follows:

	Year Ended March 31,
	2025			2024			2023
	2026			2025			2024
Net cash provided by operating activities	$	4642,~~808~~831		$	4446,~~133~~808		$	2744,~~983~~133
Net cash (used in) investing activities		(43,~~499~~250	)		(814,~~306~~499	)		(981,~~494~~306	)
Net cash (used in) provided by financing activities		(4441,~~509~~854	)		32(44,~~836~~509	)		~~(33~~32,~~328~~836	)

~~Cash~~ Page flows from operating activities for the year ended March 31, 2025 provided $46.8 million, an increase of $2.7 million versus the prior year. The increase in cash flows from operating activities for the year ended March 31, 2025 compared to March 31, 2024 was primarily a result of:33

● Table ~~improved performance, including an increase in operating profits from an increase in revenues~~ of ~~$24.8 million compared to the prior year, partially offset by~~Contents

	●	higher cash spent for commissions, professional services costs, and GKE operating expenses for the full year of 2025 versus a partial year of 2024, and
	●	$6.4 million more cash used for interest payments on our debt, as we had higher balances outstanding for a longer period of time during fiscal year 2025.

Cash flows from operating activities for the year ended March 31, 2026 provided $42.8 million, a decrease of $4.0 million versus the prior year. The decrease in cash flows from operating activities was primarily a result of:

~~Cash~~● ~~used~~higher incash ~~investing~~payments ~~activities~~ in ~~fiscal~~the ~~year~~first ~~2025~~quarter ~~primarily~~of ~~resulted~~fiscal ~~from~~year ~~purchases~~2026 ofto ~~property,~~settle ~~plant~~accrued bonuses and ~~equipment~~commissions ~~used~~from inthe ~~our~~end ~~normal~~of ~~operations. In~~ fiscal year ~~2024,~~2025; ~~we used $78.7 million to fund the GKE acquisition.~~and

~~Cash~~● ~~used~~increased ininventory ~~financing activities in fiscal year 2025 primarily relates to principal payments of $44.3 million made on our Line of Credit. Additionally~~purchases, weincluding ~~received~~for ~~proceeds~~finished ofgoods ~~$73.5~~warehoused ~~from~~in ~~borrowings~~international ~~under~~locations ~~our~~as ~~Line~~part of ~~Credit, which we used to fund a $71.6 million repurchase of~~ our ~~Notes.~~tariff Inmitigation ~~fiscal year 2024, we drew $71~~strategy.~~0 million against our line of credit to partially fund the purchase of GKE, and we repaid $33.5 million during the year.~~

These factors were partially offset by improved operating performance, including an $8.2 million increase in revenues compared to the prior year.

Cash used in investing activities decreased for fiscal year 2026 versus fiscal year 2025 as we invested in property, plant and equipment for our new leased facility in Sweden in the prior year. Financing activities resulted in a $41.9 million use of cash for fiscal year 2026. We borrowed a total of $107.5 million:

	●	$10.5 million under the Revolver, largely to fund a $9.6 million payment of the GKE acquisition-related holdback; and
	●	$97.0 million under the Revolver, to settle the Notes upon maturity in August 2025.

We repaid a total of $134.2 million:

	●	$97.5 million to settle the Notes;
	●	$33.0 million under the Revolver; and
	●	$3.7 million under the Term Loan.

Critical Accounting Policies and Estimates

Our Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States, which require management to make estimates, judgments, and assumptions that affect the amounts reported in our Consolidated Financial Statements and accompanying notes. We believe ~~that~~ the following are the more critical judgment areas in the application of accounting policies that currently affect our financial condition and results of operations. Management has discussed the development, selection, and disclosure of critical accounting policies and estimates with the Audit Committee of our Board of Directors. While our estimates and assumptions are based on our knowledge of current events and circumstances and actions we may take in the future, actual results may ultimately differ from these estimates and assumptions. For a discussion of our significant accounting policies, see Note 1. “Description of Business and Summary of Significant Accounting Policies” in Item 8. Financial Statements and Supplementary Data.

Goodwill Impairment Testing

Management believes goodwill impairment testing is a critical accounting estimate. We test goodwill for impairment on an annual basis as of January 1st each year, or more frequently if events and circumstances indicate it is more likely than not that the fair value of a ~~given~~ goodwill reporting unit is less than its carrying value. Events that ~~would~~could indicate impairment and trigger interim impairment tests include, but are not limited to: , adverse current or expected economic, market, or industry-specific conditions, (including a decline in our market capitalization; ), adverse changes or expected changes in business climate or inoperating ~~the operational~~ performance, ~~of the business; adverse~~ changes in legal or regulatory factors; , and adverse actions or assessments by ~~a regulator~~regulators. We monitor for ~~indications~~indicators of impairment throughout the year and perform qualitative and quantitative impairment ~~tests~~ testing as necessary based on quarterly preliminary assessments of ~~our~~ performance and ~~any challenging~~other ~~circumstances~~relevant ~~and events~~circumstances.

In Page fiscal year 2025 we elected to perform quantitative impairment tests over all five of our reporting units in conjunction with our annual impairment testing date. We estimated the fair values of our reporting units primarily using a discounted cash flow approach, supplemented by market multiple models. Our fair value measurements required the use of significant Level 3 inputs, including but not limited to: discount rates, forecasted results including earnings before interest, taxes, depreciation and amortization (“EBITDA”), revenue, revenue growth rates, operating expenses, the identification of comparable public entities, and applied market multiples. We estimated such inputs using internal expectations of future performance based on our historical experience, available financial data such as backlog and customer orders, and analyses over relevant facts and circumstances that have bearing on our assumptions, leveraging expert input where applicable. There are inherent uncertainties related to valuation assumptions, and in management’s judgment in applying them. Our assumptions and inputs are forward-looking, and could differ from actual future facts and conditions. Different assumptions from those used in our analyses could materially affect projected cash flows and our evaluation of the fair values of our reporting units. The Company engages third-party valuation specialists to aid in calculating fair value estimates.34

As a result of our fiscal 2025 impairment testing, we concluded that in all instances, the fair values of our reporting units exceeded their carrying values, and no impairment losses have been incurred or recorded in fiscal year 2025.

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InWhen ~~addition~~we toperform ~~our~~quantitative ~~annual~~ impairment testing, aseither ofat ~~March 31, 2025, we performed~~ our ~~regular quarterly review of potential indicators of impairment~~election, ~~and~~at weleast ~~performed~~every ~~certain~~five ~~sensitivity tests (including certain lookback analyses with probability-weighted adjustments to future performance outcomes) to ensure that changes in facts~~years, ~~circumstances~~or ~~and~~because ~~expectations~~we ~~did~~believe ~~not~~a ~~indicate~~reporting ~~that~~unit itis ~~was~~ more likely than not ~~that any of our goodwill reporting units was~~ impaired ~~as of March 31~~, ~~2025.~~we Weestimate the ~~concluded~~fair ~~that,~~values ~~based on information known or reasonably knowable as~~ of ~~March 31, 2025,~~ our reporting units ~~more-likely-than-not~~primarily ~~remained~~using ~~unimpaired. However, Clinical Genomics and Peptides (~~a ~~reporting~~discounted ~~unit~~cash ~~within~~flow ~~our~~approach, ~~Biopharmaceutical~~supplemented ~~Development~~by ~~division)~~market ~~are~~multiple ~~sensitive~~analyses. toThese ~~significant~~fair ~~changes~~value inmeasurements ~~assumptions~~require ~~and~~the ~~have~~use ~~a heightened risk~~ of ~~future~~significant ~~impairment~~Level ~~losses~~3 ~~if actual results differ significantly from our estimates~~inputs, including but ifnot ~~significant~~limited ~~changes~~ to discount ~~performance expectations~~rates, ~~market~~forecasted ~~factors,~~results ~~increases~~including inearnings ~~the~~before ~~weighted~~interest, ~~average cost of capital~~taxes, ordepreciation ~~changes in other unobservable~~ and ~~uncertain~~amortization ~~Level~~(“EBITDA”), 3revenue, ~~inputs~~revenue ~~used~~growth ~~to estimate the reporting units' fair values occur. Further~~rates, ~~subsequent~~operating ~~to March 31~~expenses, ~~2025,~~the ~~escalating~~identification ~~global~~of ~~trade~~comparable ~~tensions~~public ~~resulted~~entities, ~~in tariffs that could adversely impact our total revenues~~ and~~/or~~ the ~~profitability~~selection of ~~sales~~applicable wemarket ~~make into China~~multiples. We ~~are~~develop ~~evaluating~~these ~~the~~assumptions ~~significance~~using internal expectations of ~~these~~future ~~tariffs~~performance toinformed ~~our~~by ~~reporting~~historical ~~units~~results, ~~and~~available ~~whether~~financial ~~the tariffs~~data ~~represent~~such aas ~~triggering~~backlog ~~event~~and ~~sufficient~~customer toorders, ~~require~~and ~~additional~~our ~~quantitative~~assessment ~~impairment testing~~ of ~~our~~relevant ~~goodwill~~facts and ~~other~~circumstances, ~~long-lived~~leveraging ~~assets~~expert ininput ~~the~~where ~~first quarter of our fiscal year 2026~~appropriate. ~~Depending~~The onuse ~~the persistence and magnitude~~ of ~~the~~these ~~tariffs~~assumptions ~~imposed~~involves ~~subsequent~~significant ~~to our March 31~~judgment, ~~2025 reporting period,~~ and ~~other~~there ~~factors,~~are itinherent isuncertainties ~~reasonably~~associated ~~possible~~with wevaluation ~~will~~estimates. ~~incur~~Our ~~impairment~~assumptions ~~losses~~and ~~with~~inputs ~~respect~~are toforward-looking, ~~the Clinical Genomics~~ and ~~Peptides~~could ~~reporting~~differ ~~units~~from inactual ~~the~~ future. ~~The~~facts ~~fair values of Clinical Genomics~~ and ~~Peptides~~conditions. ~~exceeded~~Different ~~their~~assumptions ~~carrying~~from ~~values~~those byused ~~approximately 40% and~~in ~~20%,~~our ~~respectively,~~analyses ascould ofmaterially ~~our~~affect ~~January~~projected 1,cash ~~2025~~flows ~~annual~~and ~~impairment~~the ~~testing~~estimated ~~date. The~~fair ~~carrying~~ values of ~~goodwill and other intangible assets associated with~~ our ~~Clinical Genomics~~ reporting ~~unit were $16~~units.9 ~~million~~We engage ~~and~~third-party ~~$9.3~~valuation ~~million,~~specialists ~~respectively~~to asassist ofmanagement ~~March~~in ~~31,~~performing ~~2025.~~quantitative ~~The carrying values of~~ goodwill ~~and~~impairment ~~other intangible assets associated with our Peptides reporting unit were $13~~analyses.~~7 million and $0.9 million, respectively, as of March 31, 2025.~~

~~Stock-based~~In ~~Compensation~~fiscal year 2026 we elected to perform quantitative impairment testing for our Clinical Genomics reporting unit due to its sensitivity in prior impairment analyses and its operating performance during the year. We performed qualitative impairment testing for our other reporting units. Based on our fiscal 2026 impairment testing, we concluded that the fair values of all reporting units exceeded their respective carrying values, and no impairment losses have been incurred or recorded in fiscal year 2026.

We recognize compensation expense for equity awards on a straight-line basis over the vesting period based upon 1) the fair value of the awards at grant date, and 2) the number of awards that are ultimately expected to vest; accordingly, such compensation expense is adjusted by an amount of estimated forfeitures. Further, we recognize and adjust compensation expense for awards that vest based on performance conditions by estimating the probability that applicable performance thresholds will be achieved in the future. The fair value of our market-based awards at grant date is assessed by a knowledgeable third-party using a Monte Carlo simulation, and requires the use of estimation. Our estimates of forfeiture rates, the probability of achieving performance goals, and the fair value of awards with market conditions each require judgment and, to the extent actual results or updated estimates of forfeiture rates or performance achievement differ from our current estimates, a cumulative adjustment to stock-based compensation expense may be recorded in periods in which estimates are revised.

Income Taxes, Valuation of Deferred Taxes

Our provision for income taxes requires the use of estimates in determining deferred tax items and related valuation allowances based on management’s interpretation and application of complex tax laws and accounting guidance. We establish allowances for uncertain tax positions for material, known tax exposures relating to deductions, transactions and other matters involving uncertainty as to the measurement and recognition of the item. While we believe that our allowances are adequate, issues raised by a tax authority may be finally resolved at an amount different than the related reserve and it is reasonably possible that our income tax provision in the current and/or future periods could materially increase or decrease.

Recent Accounting Standards and Pronouncements

For a discussion of the new accounting standards impacting the Company, refer to Note 1. “Description of Business and Summary of Significant Accounting Policies” in Item 8. Financial Statements and Supplementary Data.

Contractual Obligations

We are party to many contractual obligations that involve commitments to make payments to third parties in the ordinary course of business.

On a consolidated basis, at March 31, ~~2025~~2026, we had contractual obligations for open purchase orders of approximately $~~14,300~~13.0 million for routine purchases of supplies and inventory, of which the substantial majority are payable in less than one year. See "Liquidity and Capital Resources" for information related to future required debt payments. For a description of our contractual obligations and other commercial commitments as of March 31, ~~2024~~2025, see our Annual Report on Form 10-K for the fiscal year ended March 31, ~~2024~~2025, filed with the ~~Securities~~SEC ~~and Exchange Commission~~ on ~~June~~May 28, ~~2024~~2025.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We have no derivative instruments and minimal exposure to commodity market risks.

Foreign Currency Exchange Rates

We face exchange rate risk from transactions with customers in countries outside the United States and from intercompany transactions between affiliates. Transactional exchange rate risk arises from the purchase and sale of goods and services in currencies other than our functional currency or the functional currency of the applicable subsidiary. We also face translational exchange rate risk related to the translation of financial statements of our foreign operations into U.S. dollars, our functional currency. Costs incurred and sales recorded by subsidiaries operating outside of the United States are translated into U.S. dollars using exchange rates effective during the respective period. As a result, we are exposed to movements in the exchange rates of various currencies against the U.S. dollar. Our Biopharmaceutical Development division is particularly susceptible to currency exposures since it incurs a substantial portion of its expenses in Swedish Krona, while most of its revenue contracts are in U.S. dollars and euros. Therefore, when the Swedish Krona strengthens or weakens against the U.S. dollar, operating profits are ~~increased~~decreased or ~~decreased~~increased, respectively. The effect of a change in currency exchange rates on our international subsidiaries' assets and liabilities is reflected in the accumulated other comprehensive income component of stockholders’ equity.

A hypothetical 10 percent change in currency exchange rates compared to the U.S. dollar (U.S. dollar strengthening) would have resulted in an approximate estimated $~~2,000~~1.1 ~~increase~~million decrease in net ~~loss~~income over a one-year period. Actual changes in market prices or rates will likely differ from hypothetical changes.

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Interest Rates

Our Credit Facility bears interest at either a base rate or a SOFR rate, plus an applicable spread. Based on our interest rates and balances outstanding as of ~~the~~March ~~date~~31, ~~of this filing~~2026, adjusted for future required principal payments ~~and expected new borrowings under our Credit Facility to repay our Notes~~, we estimate that if interest rates increased 1 percentage point, we would incur approximately $1~~,500~~.5 million of additional cash interest expense ~~per~~in ~~year~~the next twelve months than we would if current rates remain unchanged.

Inflation Risk

Inflation generally impacts us by increasing our costs of labor, materials, and freight. The rates of inflation experienced in recent years have not had a significant direct impact on our financial results, as inflationary cost increases have been largely offset by annual price increases. However, any price increases imposed may lead to declines in sales volume if competitors do not similarly adjust prices. Additionally, inflationary pressures may impact our customers' ability to purchase our products and services. We cannot reasonably estimate our ability to successfully recover any inflation cost increases into the future.

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Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Mesa Laboratories, Inc.

~~Opinion~~Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance ~~sheet~~sheets of Mesa Laboratories, Inc. (and subsidiaries) (the “Company”) as of March 31, 2026 and 2025, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for the ~~year~~years ~~ended~~then ~~March 31~~ended, ~~2025,~~ and the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of March 31, ~~2025~~2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of March 31, 2026 and 2025, and the consolidated results of its operations and its cash flows for the ~~year~~years ~~ended~~then ~~March 31~~ended, ~~2025,~~ in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, ~~2025~~2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

Basis for ~~Opinion~~Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the ~~accompanying~~ Management's Annual Report on Internal Control Over Financial Reporting included in Item 9A. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our ~~audit~~audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audit~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the ~~audit~~audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our ~~audit~~audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our ~~audit~~audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our ~~audit~~audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our ~~opinion~~opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the (consolidated) financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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Fair Value of the Reporting Units for Goodwill Impairment Assessment

AsCritical ~~described~~Audit inMatter Note 6 to the consolidated financial statements, the Company’s consolidated goodwill balance was $181.8 million as of March 31, 2025. The Company performs an annual impairment test for goodwill as of January 1 of each year, or more frequently if facts or circumstances indicate it is more-likely-than not that a reporting unit may be impaired. The Company first has the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than the carrying amount, or to bypass the qualitative assessment and perform a quantitative assessment. As of January 1, 2025, the Company elected to bypass the qualitative assessment and perform a quantitative assessment where the Company determined the fair value of each reporting unit and compared the fair value to the reporting unit’s carrying amount. The Company estimates the fair value of each reporting unit based on a combination of an income approach, that utilizes discounted cash flows specific to each reporting unit, and a market approach, that considers guideline public company market multiples.Description

WeAs ~~identified~~described ~~auditing~~in Notes 1 and 6 to the consolidated financial statements the Company’s ~~estimates~~performs an annual impairment test for goodwill as of January 1, or more frequently if events or circumstances indicate it is more likely than not that the fair value of ~~each~~a reporting unit ~~for~~is ~~purposes~~less ofthan its ~~goodwill~~carrying ~~impairment~~value. ~~assessment~~If asthe Company performs a ~~critical~~quantitative ~~audit~~assessment, ~~matter.~~the ~~The~~Company ~~performance~~compares the fair value of ~~audit~~a ~~procedures~~reporting ~~related~~unit towith ~~management's~~its ~~estimates~~carrying ofvalue and recognizes an impairment charge for the ~~fair~~amount the carrying value ofexceeds ~~each~~the reporting unit’s ~~required~~fair ~~extensive~~value. ~~audit~~During ~~effort~~the annual goodwill impairment assessment, ~~including~~management ~~the~~performed ~~use~~a quantitative impairment analysis of ~~our~~the ~~valuation~~Clinical ~~specialists~~Genomics ~~with~~reporting ~~specialized~~unit ~~skill~~goodwill and ~~knowledge~~concluded ~~pertaining~~the togoodwill ~~valuation~~was ~~techniques~~not impaired. ~~Additionally,~~Management estimates the ~~evaluation~~fair value of ~~the~~a ~~audit~~reporting ~~evidence~~unit ~~for~~based ~~the~~on ~~more~~a ~~significant~~combination ~~assumptions~~of ~~required~~an ~~especially~~income ~~challenging~~approach, that utilizes discounted cash flows specific to each reporting unit, and ~~subjective~~a ~~auditor~~market ~~judgement~~approach, that considers guideline public company market multiples. The Company’s consolidated goodwill balance was $186.9 million as of March 31, 2026.

~~Addressing~~The ~~the~~principal ~~matter~~considerations ~~involved~~for our determination that performing procedures ~~and~~relating ~~evaluating~~to the goodwill impairment of the Clinical Genomics reporting unit is a critical audit ~~evidence~~matter inare ~~connection~~(i) ~~with~~the ~~forming~~significant ~~our~~judgment ~~overall~~by ~~opinion~~management onwhen developing the ~~consolidated~~fair ~~financial~~value ~~statements.~~estimate; ~~Our~~(ii) a high degree of audit ~~procedures~~effort and especially challenging and subjective auditor judgment in performing and evaluating management’s significant assumptions related to the ~~Company's~~forecasted ~~goodwill~~results ~~impairment~~and ~~assessments~~the ~~included~~discount rate; and (iii) the ~~following,~~audit ~~among~~effort ~~others:~~involved the use of valuation professionals with specialized skill and knowledge.

How We Addressed the Matter in Our Audit

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included evaluating the design and testing the operating effectiveness of internal controls related to the Company’s goodwill impairment assessment, including those relevant to the determination of the fair value of the reporting unit. Our audit procedures related to the Company’s goodwill impairment assessment for its Clinical Genomics reporting unit included the following, among others:

	●	Testing the Company’s process used to develop the estimates.
	●	Evaluating the appropriateness of the methodologies used, and evaluating the relative weight assigned to the various methodologies used in the analysis.
	●	Evaluating the significant assumptions used, including the reasonableness of:

● management’s ~~forecast~~forecasted ofresults ~~future revenues and gross margins~~ by comparing the future revenue growth rates and ~~gross~~cost ~~margins~~assumptions to historical company data and evaluating consistency with external market and industry data. ● management’s selection of comparable entities. ● management’s selection of the discount rate and market multiples of comparable companies by comparing the underlying source information to publicly available market data.

	●	Testing the completeness, accuracy, and reliability of underlying data used in the Company’s analysis.
	●	Utilizing our valuation professionals with specialized skill and knowledge to assist in evaluating the methodologies used and the reasonableness of certain significant assumptions.

/s/ ~~Moss~~Baker ~~Adams~~ Tilly LLP

We have served as the Company’s auditor since 2024.

Los Angeles, California

~~May~~June 282, ~~2025~~2026

~~Page~~We 30 have served as the Company's auditor since 2024.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Mesa Laboratories, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated ~~balance~~statements ~~sheet~~ of ~~Mesa Laboratories~~operations, ~~Inc. (the~~comprehensive ~~Company~~income (loss), asstockholders’ ~~of March 31~~equity, ~~2024,~~and ~~the~~cash ~~related~~flows ~~consolidated statements~~ of ~~operations,~~Mesa ~~comprehensive loss~~Laboratories, ~~stockholders'~~Inc. ~~equity~~ and ~~cash~~subsidiaries ~~flows~~(the Company) for the year ended March 31, 2024, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the ~~financial~~results ~~position~~ of the Company’s ~~as of March 31, 2024, and the results of its~~ operations and its cash flows for the year ended March 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ RSM US LLP

We served as the Company'’s auditor from 2023 to 2024.

Los Angeles, California

June 28, 2024

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of Mesa Laboratories, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of operations, comprehensive (loss), stockholders' equity, and cash flows of Mesa Laboratories, Inc. (the “Company”) for the year ended March 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the results of the Company's operations and its cash flows for the year ended March 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

The Company's management is responsible for these financial statements. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Plante & Moran, PLLC

We served as the Company’s auditor from 1986 to 2023.

Denver, Colorado

May 30, 2023

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Mesa Laboratories, Inc.

Consolidated Balance Sheets

(In thousands, except share amounts)

	March 31,			March 31,
	2025			2024
	2026			2025
ASSETS
Current assets
Cash and cash equivalents	$	2726,~~321~~928		$	2827,~~214~~321
Accounts receivable, less allowances for credit losses of $1,186 and $1,321, respectively		41,970			39,055
Accounts receivable, less allowances for credit losses of $2,569 and $1,186, respectively		44,099			41,970
Inventories		2526,~~365~~373			3225,~~675~~365
Prepaid expenses and other		8,029			9,408
Prepaid expenses and other current assets		8,868			8,029
Total current assets		~~102~~106,~~685~~268			~~109~~102,~~352~~685
Noncurrent assets
Property, plant and equipment, net		3230,~~333~~613			3132,~~766~~333
Deferred tax asset		1,~~371~~501			1,~~292~~371
Other assets		1819,~~324~~155			1018,~~538~~324
Customer relationships, net		7263,~~880~~211			8572,~~383~~880
Other intangibles, net		2320,~~995~~136			2823,~~369~~995
Goodwill		~~181~~186,~~760~~863			~~180~~181,~~096~~760
Total assets	$	~~433~~427,~~348~~747		$	~~446~~433,~~796~~348
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	54,~~747~~928		$	65,~~041~~747
Accrued payroll and benefits		1719,~~858~~006			917,~~935~~858
Unearned revenues		14,~~710~~723			1514,~~478~~710
Other accrued expenses		2417,~~601~~616			1224,~~858~~601
Term loan, current portion		35,~~750~~625			-3,750
Convertible senior notes, current portion, net of debt issuance costs		~~97,297~~-			-97,297
Total current liabilities		~~163~~61,~~963~~898			44163,~~312~~963
Noncurrent liabilities
Deferred tax liability		20,~~181~~085			1920,~~780~~181
Other noncurrent liabilities		1213,~~472~~662			1512,~~613~~472
Term loan, noncurrent portion, net of debt issuance costs		6661,~~902~~357			-66,902
Revolving line of credit		1084,~~000~~500			5010,~~500~~000
Convertible senior notes, noncurrent portion, net of debt issuance costs		-			171,198
Total liabilities		241,502			273,518
Total liabilities		273,518			301,403
Commitments and Contingencies (Note 13)
Stockholders’ equity
Common stock, no par value; authorized 25,000,000 shares; issued and outstanding, 5,455,421 and 5,394,491 shares, respectively		358,541			343,642
Common stock, no par value; authorized 25,000,000 shares; issued and outstanding, 5,524,931 and 5,455,421 shares, respectively		375,348			358,541
(Accumulated deficit)		(~~188~~185,~~936~~747	)		(~~183~~188,~~494~~936	)
Accumulated other comprehensive (loss)		(93,~~775~~356	)		(149,~~755~~775	)
Total stockholders’ equity		~~159~~186,~~830~~245			~~145~~159,~~393~~830
Total liabilities and stockholders’ equity	$	~~433~~427,~~348~~747		$	~~446~~433,~~796~~348

See accompanying notes to consolidated financial statements.

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Mesa Laboratories, Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

	Year Ended March 31,
	2025			2024			2023
	2026			2025			2024
Revenues
Revenues:
Product	$	198,395		$	176,796		$	180,520
Products	$	203,392		$	198,395		$	176,796
Service		42,583			39,391			38,560
Services		45,738			42,583			39,391
Total revenues		~~240~~249,~~978~~130			~~216~~240,~~187~~978			~~219~~216,~~080~~187
Cost of revenues
Cost of revenues:
Cost of products		6064,~~441~~612			5760,~~200~~441			6057,~~937~~200
Cost of services		2926,~~667~~248			2529,~~737~~667			2425,~~450~~737
Total cost of revenues		90,~~108~~860			8290,~~937~~108			8582,~~387~~937
Gross profit		~~150~~158,~~870~~270			~~133~~150,~~250~~870			133,~~693~~250
Operating expense
Operating expense:
Selling		4140,~~683~~793			3841,~~625~~683			3738,~~439~~625
General and administrative, other than impairment of finite-lived intangible assets and goodwill		7378,~~333~~658			7273,~~867~~333			72,~~444~~867
Research and development		1920,~~518~~308			19,~~300~~518			2019,~~490~~300
Impairment of finite-lived intangible assets		-			~~117,641~~-			-117,641
Impairment of goodwill		-			~~156,892~~-			-156,892
Total operating expense		~~134~~139,~~534~~759			~~405~~134,~~325~~534			~~130~~405,~~373~~325
Operating income (loss)		1618,~~336~~511			~~(272~~16,~~075~~336	)		3(272,~~320~~075	)
Nonoperating expense (income)
Nonoperating expense (income):
Interest expense and amortization of debt issuance costs		1110,~~859~~692			511,~~697~~859			45,~~770~~697
Gain on extinguishment of convertible senior notes		~~(2,887~~-	)		-(2,887	)		-
Other expense (income), net		1,403			(2,124	)		(1,061	)
Other (income) expense, net		(4,195	)		1,403			(2,124	)
Total nonoperating expense, net		106,~~375~~497			310,~~573~~375			3,~~709~~573
Earnings (loss) before income taxes		512,~~961~~014			~~(275~~5,~~648~~961	)		(~~389~~275,648	)
Income tax expense (benefit)		75,~~935~~302			~~(21~~7,~~402~~935	)		(121,~~319~~402	)
Net (loss) income	$	(1,974	)	$	(254,246	)	$	930
Net income (loss)	$	6,712		$	(1,974	)	$	(254,246	)
Net (loss) earnings per share
Net earnings (loss) per share
Basic	$	(01.3622	)	$	(470.2036	)	$	0(47.1720	)
Diluted	$	(01.3621	)	$	(470.2036	)	$	0(47.1720	)
Weighted-average common shares outstanding
Basic		5,~~421~~514			5,~~386~~421			5,~~321~~386
Diluted		5,~~421~~565			5,~~386~~421			5,~~361~~386

See accompanying notes to consolidated financial statements.

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Mesa Laboratories, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

	Year Ended March 31,
	2025			2024			2023
	2026			2025			2024
Net (loss) income	$	(1,974	)	$	(254,246	)	$	930
Net income (loss)	$	6,712		$	(1,974	)	$	(254,246	)
Other comprehensive income (loss)
Foreign currency translation adjustments		46,~~980~~419			(14,~~960~~980	)		(161,~~461~~960	)
Comprehensive income (loss)	$	313,~~006~~131		$	~~(256~~3,~~206~~006	)	$	(15256,~~531~~206	)

See accompanying notes to consolidated financial statements.

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Mesa Laboratories, Inc.

Consolidated Statements of Stockholders’ Equity

(In thousands, except share amounts)

	Common Stock
	Number of Shares			Amount			(Accumulated Deficit) Retained Earnings			AOCI*			Total
March 31, 2022		5,265,627		$	313,460		$	76,675		$	3,666		$	393,801
Vesting of restricted stock units and exercise of stock options		108,737			6,997			-			-			6,997
Tax withholding on restricted stock units		(4,898	)		(919	)		-			-			(919	)
Dividends paid, $0.64 per share		-			-			(3,406	)		-			(3,406	)
Stock-based compensation expense		-			12,538			-			-			12,538
Foreign currency translation		-			-			-			(16,461	)		(16,461	)
Net income		-			-			930			-			930
March 31, 2023		5,369,466		$	332,076		$	74,199		$	(12,795	)	$	393,480
Vesting of restricted stock units and exercise of stock options		30,418			358			-			-			358
Tax withholding on restricted stock units		(5,393	)		(728	)		-			-			(728	)
Dividends paid, $0.64 per share		-			-			(3,447	)		-			(3,447	)
Stock-based compensation expense		-			11,936			-			-			11,936
Foreign currency translation		-			-			-			(1,960	)		(1,960	)
Net (loss)		-			-			(254,246	)		-			(254,246	)
March 31, 2024		5,394,491		$	343,642		$	(183,494	)	$	(14,755	)	$	145,393
Vesting of restricted stock units and exercise of stock options		69,526			2,644			-			-			2,644
Tax withholding on restricted stock units		(8,596	)		(887	)		-			-			(887	)
Dividends paid, $0.64 per share		-			-			(3,468	)		-			(3,468	)
Stock-based compensation expense		-			13,142			-			-			13,142
Foreign currency translation		-			-			-			4,980			4,980
Net (loss)		-			-			(1,974	)		-			(1,974	)
March 31, 2025		5,455,421		$	358,541		$	(188,936	)	$	(9,775	)	$	159,830
Vesting of restricted stock units		80,825			-			-			-			-
Tax withholding on restricted stock units		(11,315	)		(1,061	)		-			-			(1,061	)
Dividends paid, $0.64 per share		-			-			(3,523	)		-			(3,523	)
Stock-based compensation expense		-			17,868			-			-			17,868
Foreign currency translation		-			-			-			6,419			6,419
Net income		-			-			6,712			-			6,712
March 31, 2026		5,524,931		$	375,348		$	(185,747	)	$	(3,356	)	$	186,245

*Accumulated Other Comprehensive (Loss) Income.

See accompanying notes to consolidated financial statements.

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Mesa Laboratories, Inc.

Consolidated Statements of Cash Flows

(In thousands)

	Year Ended March 31,
	2025			2024			2023
	2026			2025			2024
Cash flows from operating activities:
Net (loss) income	$	(1,974	)	$	(254,246	)	$	930
Net income (loss)	$	6,712		$	(1,974	)	$	(254,246	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation of property, plant and equipment		5,~~382~~254			45,~~233~~382			4,~~313~~233
Amortization of acquisition-related intangibles		1918,~~145~~017			2719,~~341~~145			2827,~~821~~341
Stock-based compensation expense		1317,~~142~~868			1113,~~936~~142			1211,~~538~~936
Amortization of step-up in inventory basis		1,232			1,229			-
Non-cash interest expense and debt issuance cost amortization		682			990			926
Gain on extinguishment of convertible senior notes		~~(2,887~~-	)		-(2,887	)		-
Non-cash interest expense and debt issuance cost amortization		990			926			907
Amortization of step-up in inventory basis		-			1,232			1,229
Deferred taxes		(721,292	)		(~~28,421~~72	)		(328,~~494~~421	)
Impairment loss on goodwill and finite-lived intangible assets		-			~~274,533~~-			-274,533
Other		~~4,946~~577			~~629~~4,946			~~1,080~~629
Cash from changes in operating assets and liabilities:
Accounts receivable, net		(2,925	)		4,940			(2,121	)
Accounts receivable		(3,206	)		(2,925	)		4,940
Inventories		1(4,~~153~~434	)		21,~~563~~153			~~(10~~2,~~182~~563	)
Prepaid expenses and other assets, pending taxes		498			211			(510	)
Prepaid expenses and other assets		608			498			211
Accounts payable		(~~388~~1,197	)		(97388	)		(~~1,545~~97	)
Accrued liabilities and taxes payable, pending taxes		9,504			(1,236	)		(3,360	)
Accrued liabilities and taxes payable		3,497			9,504			(1,236	)
Unearned revenues		(~~938~~255	)		(~~408~~938	)		~~606~~(408	)
Net cash provided by operating activities		4642,~~808~~831			4446,~~133~~808			2744,~~983~~133
Cash flows from investing activities:
Acquisition of customer lists		(250	)		-			-
Purchases of property, plant and equipment		(3,250	)		(4,249	)		(2,567	)
Acquisition of businesses, net of cash acquired and holdback liabilities		-			(78,739	)		(4,950	)
Acquisition of customer lists		-			(250	)		-
Purchases of property, plant and equipment		(4,249	)		(2,567	)		(4,544	)
Acquisition of businesses, net of cash acquired and holdback liabilities		-			-			(78,739	)
Net cash (used in) investing activities		(43,~~499~~250	)		(814,~~306~~499	)		(981,~~494~~306	)
Cash flows from financing activities:
Proceeds from Credit Facility borrowings		73,465			71,000			-
Proceeds from debt borrowings		107,500			73,465			71,000
Repayment of debt		(44,251	)		(33,500	)		(36,000	)
Repurchase of convertible note debt		(97,500	)		(71,560	)		-
Repurchase of convertible senior notes		(71,560	)		-			-
Other debt principal repayments		(36,749	)		(44,251	)		(33,500	)
Dividends paid		(3,468	)		(3,447	)		(3,406	)
GKE acquisition holdback payment		(9,555	)		-			-
Proceeds from the exercise of stock options		2,644			358			6,997
Dividends paid		(3,523	)		(3,468	)		(3,447	)
Payment of tax withholding obligation on vesting of restricted stock		(~~887~~1,061	)		(~~728~~887	)		(~~919~~728	)
Other financing, net		(452	)		(847	)		-
Proceeds from the exercise of stock options		-			2,644			358
Net cash (used in) provided by financing activities		(44,509	)		32,836			(33,328	)
Other financing, net		(966	)		(452	)		(847	)
Effect of exchange rate changes on cash and cash equivalents		1,307			(359	)		(1,597	)
Net cash (used in) provided by financing activities		(41,854	)		(44,509	)		32,836
Net (decrease) in cash and cash equivalents		(893	)		(4,696	)		(16,436	)
Effect of exchange rate changes on cash and cash equivalents		1,880			1,307			(359	)
Cash and cash equivalents at beginning of period		28,214			32,910			49,346
Net (decrease) in cash and cash equivalents		(393	)		(893	)		(4,696	)
Cash and cash equivalents at end of period	$	27,321		$	28,214		$	32,910
Cash and cash equivalents at beginning of period		27,321			28,214			32,910
Cash and cash equivalents at end of period	$	26,928		$	27,321		$	28,214

Cash paid for:
Income taxes	$	51,~~731~~870	$	45,~~591~~731	$	14,~~356~~591
Interest	$	1110,~~077~~017	$	411,~~648~~077	$	34,~~485~~648
Supplemental non-cash activity:
New acquisition-related consideration held back against potential indemnification losses	$	-	$	8,448	$	-
Contingent consideration from new acquisitions	$	-	$	-	$	1,190

See accompanying notes to consolidated financial statements.

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Mesa Laboratories, Inc.

Notes to Consolidated Financial Statements

(dollar and share amounts in thousands, unless otherwise specified)

Note 1. ~~Description~~Basis of ~~Business~~Presentation and Summary of Significant Accounting Policies

~~Description~~Nature of ~~Business~~Operations

In this Annual Report on Form 10-K, Mesa Laboratories, Inc., a Colorado corporation, together with its subsidiaries is collectively referred to as “we,” “us,” “our,” the “Company,” or "Mesa."

We are a global leader in the design and manufacture of life sciences tools and critical quality control solutions for regulated applications in the pharmaceutical, healthcare and medical device industries. We offer products and services to help our customers ensure product integrity, increase patient and worker safety, and improve the quality of life throughout the world. We have manufacturing operations in the United States and Europe, and our products are marketed by our sales personnel in North America, Europe and ~~Asia Pacific~~APAC, and by independent distributors ~~in these areas as well as~~ throughout the ~~rest of the~~ world. ~~We prefer markets in which we can establish a strong presence and achieve high gross profit~~ ~~margins.~~

As of March 31, ~~2025~~2026, we managed our operations in four reportable segments, or divisions:

● Sterilization and Disinfection Control - manufactures and sells biological, chemical and cleaning indicators used to assess the effectiveness of sterilization, decontamination, disinfection and cleaning processes in the pharmaceutical, medical device, ~~pharmaceutical~~ and healthcare industries. The division also provides sterility assurance testing and laboratory services, ~~mainly~~primarily to ~~the~~ dental and pharmaceutical ~~industries~~customers.

● ~~Clinical~~Biopharmaceutical ~~Genomics~~Development - develops, manufactures, ~~and~~ sells ~~highly~~and ~~sensitive,~~services ~~low-cost,~~automated ~~high-throughput~~systems ~~genetic~~for protein analysis ~~tools~~(immunoassays) and ~~related~~peptide ~~consumables~~synthesis ~~and~~solutions. ~~services~~Immunoassays ~~that enable clinical research labs~~ and ~~contract~~peptide ~~research~~synthesis ~~organizations~~solutions toaccelerate ~~perform~~the ~~genomic~~discovery, ~~testing~~development ~~for~~and amanufacture ~~broad range~~ of ~~research~~biologic ~~applications in several therapeutic areas~~therapies, ~~such~~among asother ~~screenings for hereditary diseases, pharmacogenetics, oncology related~~ applications~~, and toxicology research~~.

● ~~Biopharmaceutical~~Calibration ~~Development~~Solutions - develops, manufactures, sells and services ~~automated~~quality ~~systems~~control ~~for~~products ~~protein~~using ~~analysis~~principles ~~(immunoassays)~~of ~~and~~advanced ~~peptide~~metrology ~~synthesis~~to ~~solutions.~~enable ~~Immunoassays~~customers to measure and ~~peptide~~calibrate ~~synthesis~~critical ~~solutions~~parameters ~~accelerate~~in ~~the~~applications ~~discovery,~~such ~~development~~as renal care, ~~and~~gas ~~manufacture~~flow, ofenvironmental ~~biologic~~and ~~therapies,~~process ~~among~~monitoring ~~other~~and ~~applications~~torque testing.

● ~~Calibration~~Clinical ~~Solutions~~Genomics - develops, manufactures, and sells highly sensitive high-throughput genetic analysis instruments, consumables and related services ~~quality~~that ~~control~~enable ~~products~~clinical ~~using~~research ~~principles~~labs ofand ~~advanced~~contract ~~metrology~~research organizations to ~~enable~~perform ~~customers~~genomic totesting ~~measure~~across ~~and~~a ~~calibrate~~broad ~~critical~~range ~~parameters~~of innon-diagnostic applications ~~such~~in asseveral ~~renal~~therapeutic ~~care~~areas, ~~environmental~~including ~~and~~hereditary ~~process~~disease ~~monitoring~~screenings, ~~gas flow~~pharmacogenetics, ~~air~~oncology ~~quality~~related applications and ~~torque~~toxicology ~~testing~~research.

Unallocated corporate expenses and other business activities are reported within Corporate and Other.

Principles of Consolidation and Basis of Presentation

Our Consolidated Financial Statements are prepared in accordance with the rules and regulations of the Securities and Exchange Commission and in accordance with accounting principles generally accepted in the United States (“GAAP”), and include our accounts and those of our wholly owned subsidiaries after elimination of all intercompany accounts and transactions.

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Management Estimates

The preparation of our Consolidated Financial Statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our Consolidated Financial Statements and accompanying notes. Actual results could differ from our estimates under different assumptions or conditions.

Summary of Significant Accounting Policies

Foreign Currency

Exchange rate adjustments resulting from foreign currency transactions are recognized in net income (loss) ~~earnings~~, ~~whereas~~while the effects ~~resulting~~of ~~from~~translating the ~~translation~~financial statements of ~~financial~~foreign ~~statements~~subsidiaries into U.S. dollars are reflected as a component of accumulated other comprehensive income within stockholders’ equity. Assets and liabilities of subsidiaries operating outside the United States with a functional ~~currency~~currencies other than the U.S. dollar are translated into U.S. dollars at period end exchange rates, and ~~revenue~~results ~~and~~of ~~expense accounts~~operations are translated atusing weighted average ~~period~~exchange rates for the period.

Fair Value Measurements

Fair value is the price we would receive to sell an asset or pay to transfer a liability ~~(exit price)~~ in an orderly transaction between market participants. We determine fair value based on the following input hierarchy:

Level 1: Quoted prices for identical assets or liabilities in active markets.

Level 2: Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or that can be corroborated with observable market data.

Level 3: Unobservable inputs supported by little or no market activity. Pricing models, discounted cash flow methodologies, and other similar techniques involving significant management judgment or estimation typically require unobservable inputs.

~~Page~~Most 38assets and liabilities purchased in business acquisitions are measured, recognized and disclosed at fair value in the Consolidated Financial Statements on a non-recurring basis upon acquisition, or as applicable, during the measurement period. Additionally, assets such as property and equipment, operating lease assets, and goodwill and other intangible assets are measured and presented at fair value on a nonrecurring basis if impaired. Such fair value measurements require the use of Level 3 inputs.

See ~~Table~~Note of3. ~~Contents~~“Fair Value Measurements” for further information.

Most assets and liabilities purchased in business acquisitions are measured, recognized and disclosed at fair value in the Consolidated Financial Statements on a non-recurring basis upon acquisition, or as necessary during the measurement period. Additionally, assets such as property and equipment, operating lease assets, and goodwill and other intangible assets are measured and presented at fair value on a nonrecurring basis if determined to be impaired. Such fair value measurements require the use of Level 3 inputs. Our current liabilities generally approximate their fair values.

Revenue Recognition

Our revenues ~~come~~are derived from ~~product~~ sales, ~~which~~of ~~include consumables~~products and ~~hardware, and~~ services~~, which include discrete and ongoing maintenance, calibration, and testing services~~. ~~Revenues~~Product ~~are~~sales ~~recognized~~consist ~~when~~primarily ~~or as we satisfy our performance obligations under the terms~~ of aconsumables ~~contract~~and hardware, ~~which~~while ~~occurs when control of the promised products or~~ services ~~transfers~~consist toprimarily ~~a customer. We recognize the amount~~ of ~~consideration we expect to receive in exchange for transferring products or services to our customers (the transaction price) as revenue. For our revenue contracts~~maintenance, ~~prices~~calibration ~~are fixed at the time of purchase~~ and notesting ~~price protections or variables are typically offered~~services. ~~The significant majority of our revenues and related receivables are generated from contracts with customers that are 12 months or less in duration.~~

WeRevenues ~~generally~~are ~~recognize~~recognized ~~revenues~~when or as ~~follows:~~we satisfy our performance obligations under the terms of a contract, which occurs when control of the promised products or services transfers to the customer. We recognize revenue in an amount that reflects the consideration we expect to receive in exchange for those products and services (the transaction price). For our revenue contracts, prices are fixed at the time of purchase, and price protections or other forms of variable consideration are not typically offered.

Product sales: Our performance obligations related to product sales generally consist of the promise to sell tangible goods to distributors or end ~~users~~customers. Revenues from consumables and hardware are recognized at the point in time when control transfers to the customer. Control of ~~these~~products ~~goods~~sold isin the United States and APAC typically ~~transferred~~transfers upon shipment, atwhereas ~~which~~control ~~time~~of ~~our~~products ~~obligation~~sold in Europe more typically transfers upon delivery to the customer issite ~~satisfied~~or ~~and~~when ~~revenue~~customers iscollect ~~recognized~~the good from our warehouse.

~~Services: We~~ Page ~~generate~~ 46 service revenues from discrete and ongoing maintenance, calibration, and testing services performed with respect to our physical products. For discrete services, our obligation to complete specified work is satisfied and revenue is recognized upon performance of the service. Obligations arising from ongoing service contracts in which we promise to stand ready to provide maintenance or other services on an as-needed basis for a certain period of time are satisfied by completing any services that are contractually required during the contract period, if requested by the customer, or simply by the passage of time if no services are requested. For ongoing service contracts, revenue is recognized on a straight-line basis over the life of the contract in a faithful depiction of our obligation to provide services over the contract period.

~~Purchase~~ ~~orders~~ Table ~~or formal contracts typically provide evidence~~ of ~~the~~Contents ~~existence and key terms of arrangements with customers with respect to sales of our products and services.~~

~~Collectability~~Services: We isgenerate ~~reasonably~~service ~~assured~~revenues ~~through~~from ~~our~~discrete ~~customer~~and ongoing maintenance, calibration ~~review~~and ~~process~~testing services related to our physical products. For discrete services, our obligation to complete specified work is satisfied and ~~payment~~revenue is ~~typically~~recognized ~~due~~upon ~~within~~performance 60of ~~days~~the service. Obligations arising from ongoing service contracts, in which we promise to stand ready to provide maintenance or ~~less~~other services on an as-needed basis over a specified contract period, are satisfied by completing any services that are contractually required during the contract period, if requested by the customer, or by the passage of time if no services are requested. For ongoing service contracts, revenue is recognized on a straight-line basis over the contract term in a faithful depiction of our obligation to provide services over the contract period.

WePurchase ~~expense~~orders ~~commission~~or ~~costs~~formal (contracts typically ~~our~~provide ~~only~~evidence ~~significant~~of ~~incremental~~the ~~cost~~existence toand ~~obtain~~key aterms ~~contract) as incurred. The substantial majority~~ of ~~our~~arrangements ~~contracts have~~with ~~original~~customers ~~durations~~with ofrespect ~~one year or less, and we have elected not~~ to ~~disclose~~sales ~~the expected timing or allocated transaction prices~~ of ~~future~~our ~~performance~~products ~~obligations such as obligations to perform maintenance~~ and ~~repair~~ services. ~~Additionally, we have elected to not assess~~ ~~whether~~Collectability ais ~~significant~~assessed ~~financing~~through ~~component exists when the period between when we fulfill~~ our ~~performance obligation and when the~~ customer ~~remits~~review ~~payment~~process and is ~~one~~considered ~~year~~reasonably ~~or less~~assured. ~~None~~Payment ofterms ~~our~~typically ~~contracts~~require ~~contained~~settlement ~~significant~~within ~~financing~~60 ~~components~~days ~~as of~~ or ~~for the fiscal years ended March 31, 2025 or 2024~~less.

~~Contracts~~We ~~with~~expense ~~customers may~~commission ~~contain~~costs, ~~multiple~~which ~~obligations.~~are ~~For~~typically ~~such~~our ~~arrangements,~~only ~~the~~significant ~~transaction~~incremental ~~price~~cost ~~is allocated~~ to ~~each~~obtain ~~obligation~~a ~~based~~contract, as onincurred. ~~the~~The ~~estimated~~substantial ~~relative~~majority ~~standalone selling prices~~ of ~~the~~our ~~promised products or services underlying each obligation. Standalone selling prices are~~contracts ~~the~~have ~~price~~original atdurations ~~which~~of ~~the~~one ~~product~~year or ~~service~~less, ~~would~~and bewe ~~sold~~have ~~separately.~~elected ~~If the standalone selling price is~~ not to ~~observable~~disclose ~~through past transactions, we estimate~~ the ~~standalone~~expected ~~selling~~timing ~~price~~or ~~considering~~allocated ~~available~~transaction ~~information~~prices ~~such~~of asremaining ~~market~~performance ~~conditions and internally approved pricing guidelines~~obligations. ~~In limited circumstances~~Additionally, ~~for obligations with highly variable or unobservable standalone selling prices,~~ we ~~may~~ ~~assign~~have ~~standalone~~elected ~~prices~~ to ~~obligations~~not ~~based~~assess whether ona ~~the~~significant ~~residual~~financing ~~transaction~~component ~~price~~exists ~~after~~when ~~all~~the ~~observable~~period ~~standalone~~between ~~selling~~satisfaction ~~prices~~of ~~have~~a ~~been~~performance ~~determined. Discounts may~~obligation ~~be approved at the time of purchase~~ and ~~are~~customer ~~included~~payment ~~within~~is aone ~~contract’s~~year ~~fixed~~or ~~transaction price~~less. ~~Discounts~~None ~~are~~of ~~typically~~our ~~allocated~~contracts tocontained ~~obligations~~significant ~~included~~financing incomponents ~~the~~as ~~contract~~of ~~based~~or onfor the ~~standalone~~fiscal ~~values~~years ofended March ~~such~~31, ~~obligations.~~2026, 2025 or ~~All expected and actual consideration from customers is included in the transaction price~~2024.

Contracts with customers may contain multiple performance obligations. In such arrangements, the contract transaction price is allocated to each performance obligation based on the estimated relative standalone selling prices of the promised products or services. Standalone selling prices represent the price at which a product or service would be sold separately. If a standalone selling price is not directly observable, we estimate the standalone selling price using available information, including market conditions and internally approved pricing guidelines. In limited circumstances, for performance obligations with highly variable or unobservable standalone selling prices, we may assign standalone prices to obligations based on the residual transaction price after all observable standalone selling prices have been determined. Discounts may be approved at the time of purchase and are included within a contract’s fixed transaction price. Discounts are typically allocated to obligations included in the contract based on the standalone values of such obligations. All expected and actual consideration from customers is included in the transaction price.

See Note 2. “Revenue” for further information.

Shipping and Handling

Payments ~~made~~we byreceive from customers ~~to us~~ for shipping and handling ~~costs~~ are included in revenues in our Consolidated Statements of Operations, and ~~our~~the related shipping and handling expenses are included in cost of revenues. We account for shipping and handling costs arising from contracts with customers as fulfillment costs. Shipping and handling ~~for~~costs associated with inventory and materials we purchase isare ~~included~~capitalized as a component of inventory on the Consolidated Balance Sheets, and isare expensed to cost of revenues when the related products are sold.

Unearned Revenues

Certain of our products may be sold with associated service contracts ~~whereby~~that werequire ~~must~~us to provide repairs, technical support, parts, and various analytical or maintenance services over a specified period of time., Ingenerally ~~the~~one ~~event~~year. When these contracts are paid in advance ~~by the customer~~, the ~~associated~~contract ~~amounts~~consideration ~~are~~is recorded as an unearned revenue ~~liabilities~~liability and ~~are~~is recognized toas revenue ratably over the ~~term of the~~ service period~~, generally one year~~. ~~Prepayments~~Customer ~~from~~prepayments ~~customers~~related ~~with respect~~ to other products and services are ~~likewise~~also recorded as unearned revenue liabilities and are recognized toas revenue when earned.

Accrued Warranty Expense

We typically provide assurance-type limited product warranties on our products and, accordingly, accrue for estimates of related warranty expenses.

Accounts Receivable and Allowance for Credit Losses

~~All~~Trade ~~trade~~ accounts receivable are reported at net realizable value on the accompanying Consolidated Balance Sheets, adjusted for ~~any write-offs and net of~~ allowances for credit losses and write-offs. Allowances for credit losses represent our best estimate ~~and current expectation~~ of ~~future~~expected credit losses from trade accounts receivable. We estimate expected credit losses based on historical ~~information~~experience, current and expected ~~future~~ economic and market conditions, and ~~reviews~~evaluations of the ~~current~~ status of our customers’ ~~trade~~outstanding ~~accounts~~ receivable balances. InWhen ~~circumstances in which~~ we become aware ofthat a specific customer’s may ~~inability~~be unable to meet its financial obligations, we record a specific ~~reserve~~allowance isto ~~recorded~~reduce ~~against~~the ~~amounts~~carrying ~~due~~amount toof ~~reduce~~ the ~~recognized~~ receivable to the amount reasonably expected to be collected. To mitigate credit risk, we ~~consider~~assess the creditworthiness of new and existing customers, establish credit limits, and regularly review outstanding balances and payment histories. WeIn certain circumstances, we may require ~~pre-payments~~customer ~~from~~prepayments ~~customers~~or ~~under certain circumstances and may~~ limit future purchases until ~~payments are made on~~ past due amounts are settled.

We Page do 47 ~~not believe our trade accounts receivable represent significant concentrations of credit risk due to our diversified portfolio of individual customers and geographical areas.~~

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~~Differences may~~We ~~arise~~do ~~between~~not ~~estimated~~believe our trade accounts receivable represent significant concentrations of credit risk due to our diversified customer base and ~~actual~~geographic presence. Actual credit losses may differ from estimated amounts, which could materially affect the provision for credit losses and, therefore, net income (loss) ~~earnings~~. We recorded $~~218~~1,495, $~~790~~218, and $~~736~~ 790 of expense associated with credit losses for the years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, respectively.

Cash Equivalents

We classify ~~any~~ highly liquid investments with original maturities of three months or less at the date of purchase as cash equivalents;. noNo cash equivalents are included on our Consolidated Balance Sheets as of March 31, ~~2025~~2026 or ~~2024~~2025.

Inventories

Inventories are stated at the lower of cost or net realizable value. ~~Inventory~~Inventories isare expensed ~~recorded~~ to cost of ~~products~~revenues upon sale to customers using a weighted -average costing methodology. Inventories ~~purchased~~acquired ~~as part of a~~ in business ~~combination~~combinations are recorded at acquisition date fair value. Our work-in-process and finished goods inventories include the costs of raw materials, labor and overhead,. ~~which~~Labor ~~are~~and ~~estimated~~overhead costs involve estimates based on ~~trailing~~historical ~~twelve~~and ~~months~~budgeted ofcosts, ~~expense~~expected ~~and~~inflation, ~~standard~~expected labor ~~hours~~costs ~~for~~and ~~each~~expected ~~product.~~standard Weproductivity ~~evaluate~~rates ~~labor~~as ~~and~~inputs. ~~overhead~~The ~~costs~~rates are evaluated annually unless specific circumstances ~~necessitate~~require a ~~mid-year~~more ~~evaluation~~frequent review for ~~specific~~particular items.

We monitor inventory costs relative to selling prices and perform physical cycle ~~count~~counts ~~procedures on inventories~~ throughout the year to ~~determine~~assess ifwhether a lower of cost or net realizable value ~~reserve~~adjustment is necessary. We estimate and maintain an inventory ~~reserve~~reserves ~~as needed~~ for ~~such matters as~~ excess or obsolete inventory, shrinkage and scrap. ~~This reserve~~These reserves may fluctuate as ~~our~~ assumptions change due to new information, discrete events, or changes in our business, such as entering new markets or discontinuing a specific ~~product;~~products. ~~however,~~Once ~~once~~ inventory is written down, athe reduced amount becomes the new cost basis isand ~~established that~~ is not subsequently ~~written~~increased ~~back up~~ in future fiscal years.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost, ~~less~~net of accumulated depreciation, except for assets acquired in business acquisitions, which are recorded at acquisition-date fair value. Expenditures for major ~~renewals~~enhancements and improvements that extend the life of ~~the~~assets ~~asset~~ are capitalized, while expenditures for minor replacements, maintenance and repairs are expensed as incurred.

Depreciation is calculated using the straight-line method over our assets’ estimated useful lives. Upon asset retirement or disposal, ~~accounts~~the ~~are~~related ~~relieved~~gross carrying ofamount ~~cost~~ and accumulated depreciation are derecognized, and any related gain or loss is ~~reflected~~recognized in our results of operations. In ~~some~~certain ~~cases~~circumstances, ~~particularly~~including ~~with respect to~~ business consolidation or facility closure activities, impairment losses or accelerated depreciation may be recorded to reflect revised estimates of remaining useful lives offor assets designated to be ~~abandoned~~retired infrom ~~the future~~service.

AtWe ~~least~~periodically ~~annually, we~~ evaluate and adjust as necessary the estimated useful lives of property, plant and equipment. Any changes in estimated useful lives are recorded prospectively. Estimated useful lives of significant classes of depreciable assets are as follows:

Category	Useful Lives in Years
Buildings and building improvements	40 (or less)
Manufacturing equipment	710 (or less)
Office, lab and other equipment, furniture and fixtures	7 (or less)
Computer equipment	3 (or less)
Leasehold improvements	Lesser of the economic life or the remaining term in the respective lease

Land is not depreciated. Construction in progress is not depreciated until placed in service, at which time it is assigned a useful life consistent with the ~~nature~~applicable ~~of the~~ asset category.

Leases

We determine whether ~~contractual~~ ~~arrangements~~an ~~contain~~ arrangement is or contains a lease at ~~the~~contract inception ~~of the arrangement~~. If a lease is identified, we classify ~~determine whether~~ the lease ~~should be classified~~ as either a finance or operating lease;. weWe did not have any finance leases during any fiscal ~~years~~ year presented herein. As of March 31, 2026, ~~Our~~our operating leases have remaining terms ofranging ~~between~~from ~~three~~one ~~months~~month ~~and~~to ~~eleven~~11 years ~~as of March 31, 2025~~.

A Page ~~contract~~ 48 is a lease or contains one when (1) the contract contains an explicitly or implicitly identified asset and (2) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract in exchange for consideration. We have elected to account for non-lease components of our lease contracts together with the lease components to which they relate for our operating leases. Operating lease right-of-use ("ROU") assets and lease liabilities are recognized at the lease commencement date. We do not capitalize assets or liabilities for leases with original durations of less than 12 months, and our short-term leases are not material. Operating lease liabilities represent the present value of fixed lease payments not yet paid. ROU assets represent our right to use an underlying asset and are based upon the related operating lease liability, adjusted for prepayments made prior to commencement, any initial direct costs incurred, and other applicable items. Adjustments to ROU assets would also be made for prepaid variable lease payments or impairment losses, if necessary. When readily determinable, the discount rate used to calculate the lease liability is the rate implicit in the lease, otherwise we use our incremental borrowing rate based on the information available at lease commencement. When we acquire a business, we generally retain the acquiree's classification of its leases, and we evaluate ROU assets and liabilities in accordance with ASC 842.

Our leases typically contain rent escalations over the lease term. We recognize expense for these leases on a straight-line basis over the lease term. Lease expense is recorded in cost of revenues or selling, general and administrative, or research and development expense in our Consolidated Statements of Operations, depending on the nature of use of the underlying asset. Many of our leases include one or more renewal or termination options exercisable at our discretion, which are included in the initial determination of the lease term if we are reasonably certain to exercise the option. Renewal terms typically allow us to extend lease terms between one and three years. We have also entered into lease agreements that have variable payments related to certain indexes, and other variable payments based on, for example, a pro-rata portion of actual maintenance costs incurred by the lessor. Variable lease payments are recognized in the period in which those payments are incurred as lease costs.

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A lease exists when a contract conveys the right to control the use of, and obtain substantially all the economic benefits from, use of an identified asset for a period of time in exchange for consideration. For our operating leases, we have elected to account for non-lease components together with the lease components to which they relate. Operating lease right-of-use ("ROU") assets and lease liabilities are recognized at lease commencement. We do not recognize ROU assets or lease liabilities for leases with original durations of less than 12 months, and our short-term leases are not material.

Operating lease liabilities represent the present value of capitalized lease payments not yet paid, discounted using the rate implicit in the lease when readily determinable or, otherwise, our incremental borrowing rate based on information available at lease commencement. ROU assets represent our right to use the underlying leased asset and are measured based on the related operating lease liability, adjusted for payments made prior to commencement, any initial direct costs incurred, and other such items as applicable. Adjustments to ROU assets would also be made for impairment losses, if necessary. In connection with business acquisitions, we generally retain the acquiree's classification of leases, and recognize ROU assets and liabilities in accordance with ASC 842.

Several of our leases contain fixed rent escalations over the lease term, which are recognized as lease expense on a straight-line basis over the lease term. Lease expense is recorded in cost of revenues or selling, general and administrative, or research and development expense in our Consolidated Statements of Operations, depending on the nature of use of the underlying asset.

Certain leases include one or more renewal or termination options exercisable at our discretion. Renewal periods are included in the lease term when we are reasonably certain to exercise the option. Renewal terms typically allow us to extend lease terms between one and three years.

We also have leases that include variable payments based on, for example, a pro-rata portion of actual maintenance costs incurred by the lessor. Such variable lease payments are recognized in the period in which those payments are incurred as lease costs.

See Note 5. “Leases” for further information.

Intangible Assets, Impairment Testing

Our goodwill and other intangible assets result primarily from ~~acquisitions~~business ~~of businesses~~acquisitions. Intangible assets ~~affect~~with ~~the~~finite ~~amount~~lives of affect future amortization expense. ~~and~~We ~~possible~~could incur impairment losses ~~we may~~associated ~~incur~~with goodwill and other intangible assets.

We amortize finite-lived intangible assets, ~~with~~which ~~finite~~generally ~~lives~~have ~~(generally~~estimated useful lives ranging from three to fifteen years) at the time of acquisition, using the straight-line method over ~~the~~their ~~asset's~~estimated useful ~~life~~lives. We ~~determine~~estimate ~~the~~ useful lives ~~of finite intangible assets~~ based on the specific facts and circumstances related to each asset, and we evaluate the appropriateness of assigned useful lives at least annually. Changes to remaining useful lives, if necessary, are accounted for prospectively. ~~Factors~~In ~~we consider when~~ determining useful lives, ~~include~~we ~~the~~consider ~~contractual~~factors ~~term~~such ofas ~~any~~contractual ~~agreement related to the asset~~terms, ~~the~~ historical performance ~~of the asset~~, our long-term strategy for using the asset, ~~any~~applicable ~~laws~~legal or ~~other~~regulatory ~~local regulations which could impact the useful life of the asset~~constraints, and economic factors such as competition or specific market conditions. Amortization expense is recorded within cost of revenues or general and administrative expense in the Consolidated Statements of Operations.

~~Impairment assessments related to finite~~Finite-lived intangibles are ~~conducted~~assessed iffor impairment whenever events or ~~conditions~~changes in circumstances indicate that the carrying value of an asset ~~or asset~~ group may not be recoverable. Events or conditions indicating potential impairment include, but are not limited to , adverse changes in ~~the~~business ~~competitive~~or ~~landscape~~market conditions, changes in the extent or manner in which ~~we intend to use~~ the assets, ~~any~~are used, internal ~~decisions~~strategic ~~to pursue new or different technology strategies~~decisions, ~~losses~~loss of significant customers, ordeclines ~~significant changes~~ in business performance ~~or in the markets and industries we serve~~, ~~including~~ adverse ~~changes~~regulatory ~~in the prices paid for our products or~~ changes ~~in the size of the markets for our products~~, or ~~changes~~other inevents ~~the regulatory or macroeconomic environment~~ that ~~are~~could ~~likely to~~ materially impact ~~our~~ future cash flows. If impairment indicators are present, we ~~determine whether~~assess recoverability by comparing the carrying value of the ~~underlying intangible~~ asset or asset group isto ~~recoverable~~the ~~through analyses of~~ undiscounted estimated future cash flows. Ifexpected to be generated from use of the asset or asset group. isIf ~~not~~the ~~found~~carrying tovalue beis not recoverable, we estimate ~~the asset's~~ fair value using ~~Level 3 inputs and~~ discounted cash flow models, and weother valuation techniques utilizing Level 3 inputs. We recognize impairment losses for the excess of carrying value over estimated fair value as necessary.

~~Goodwill~~ Page ~~is not~~ 49 subject to amortization. We test goodwill for impairment as of January 1st each year, or more frequently if events and circumstances indicate it is more likely than not that the fair value of a given goodwill reporting unit is less than its carrying value. Events that could indicate impairment and that would trigger interim impairment testing include but are not limited to: adverse current or expected economic, market, or industry-specific conditions, including a sustained decline in our market capitalization; sustained adverse changes or expected changes in business climate or in the operational performance of the business; adverse changes in legal factors; and adverse actions or assessments by a regulator. We monitor for indications of impairment throughout the year and perform qualitative and quantitative impairment tests as necessary based on quarterly assessments of our performance. Our annual impairment tests may begin with a qualitative assessment, and further quantitative assessments are performed i) if we determine it is more likely than not that the fair value of a reporting unit is less than the carrying amount, ii) at least every five years, or iii) if we otherwise elect to perform quantitative tests, as we did in fiscal year 2025.

~~The~~ ~~fair~~ Table value measurements used in testing intangible assets for impairment are typically based on discounted cash flow projection and market multiple models, using Level 3 inputs. See “Fair Value Measurements” for a description of ~~input~~Contents levels. Significant assumptions include, among others, discount rates, forecasted results including earnings before interest, taxes, depreciation and amortization (“EBITDA”), revenue, revenue growth rates, cost inputs, terminal growth rates, cash flows, customer attrition rates (for customer relationships), royalty rates and technology obsolescence rates (for patents and other intellectual property), the identification of comparable public entities, and applied market multiples. In certain cases, management uses other market information when available to estimate fair value. Impairment losses are recognized through earnings and represent excess carrying value over estimated fair value. We do not believe our goodwill and other intangible assets were impaired as of March 31, 2025. We recorded impairment losses of $156,892 and $117,641 related to goodwill and long-lived intangible assets, respectively, during our prior fiscal year.

Goodwill is not amortized. We test goodwill for impairment at least annually as of January 1st, or more frequently if events or circumstances indicate it is more likely than not that the fair value of a goodwill reporting unit is less than its carrying value. Events that could indicate impairment and that could trigger interim impairment testing include, but are not limited to, adverse current or expected economic, market, or industry-specific conditions; sustained declines in our market capitalization; sustained adverse changes or expected changes in business climate or in the operating performance of the business; adverse legal or regulatory actions; or other factors that could adversely affect the fair value of a reporting unit. We monitor for indicators of impairment throughout the year. Our annual impairment tests may begin with a qualitative assessment, and quantitative testing is performed i) if we determine it is more likely than not that the fair value of a reporting unit is less than the carrying amount, ii) at least every five years, or iii) if we otherwise elect to perform quantitative assessments.

The fair value measurements used in testing goodwill and other intangible assets for impairment are estimated using a combination of income and market approaches, using Level 3 inputs. See “Fair Value Measurements” for a description of input levels. Significant assumptions include, among others, discount rates, forecasted results including EBITDA, revenue growth rates, cost assumptions, terminal growth rates, customer attrition rates (for customer relationships), royalty rates and technology obsolescence rates (for patents, tradenames and other intellectual property), the selection of comparable public entities, and applied market multiples. In certain cases, management uses other market information when available to estimate fair value. Impairment losses, when recognized, represent the excess of the carrying amount over estimated fair value and are recorded in earnings.

Based on qualitative and quantitative testing performed as of January 1, 2026, we do not believe our goodwill or other intangible assets were impaired as of March 31, 2026. During fiscal year 2024, we recorded impairment losses of $156,892 and $117,641 related to goodwill and long-lived intangible assets, respectively.

See Footnote 6. “Goodwill and Intangibles” for further information.

Research & Development Costs

We conduct research and development activities for the purpose of ~~developing new products and~~ enhancing the functionality, effectiveness, reliability, and accuracy of existing products and to develop new products. Research and development costs are expensed as incurred. Research and development expense is predominantly comprised of labor, ~~and~~ third-party consultant costs, asand ~~well~~project-related as materials. ~~for~~From ~~projects, but we may from~~ time to time ~~purchase~~, we may acquire in-process research and development with the intention of developing a saleable product.

Convertible Debt

Our convertible 1.375% Convertible Senior Notes due 2025 (the "Notes") do not have material embedded derivatives and are recorded as current liabilities in our Consolidated Balance Sheets as of March 31, 2025 as they will mature within one year of March 31, 2025. We may settle the Notes in shares of common stock or in cash. We apply the if-converted method to calculate the potentially dilutive impact of the Notes on net (loss) earnings per share. Debt issuance costs are amortized through interest expense to bring the carrying value of the Notes to face using the effective interest method over the life of the indenture governing the Notes.

Stock-based Compensation

We issue ~~shares~~stock‑based awards in the form of full-‑value awards, and, in ~~the~~prior ~~past~~periods, ~~we have issued~~ stock options (collectively, "“stock awards"”), asto ~~part~~employees ~~of employee~~ and non-‑employee ~~director~~directors ~~compensation~~ pursuant to the Amended and Restated Mesa Laboratories, Inc. 2021 Equity Incentive Plan (the " “2021 Equity Plan"”). ~~Some~~ ~~shares are fully vested and remain outstanding under our Mesa Laboratories, Inc. 2014 Equity Plan (the "2014 Equity Plan").~~

The 2021 Equity ~~Plans are~~Plan is administered by the Compensation Committee of the Board of Directors, which has the authority to grant equity awards, or to delegate its authority under the plan to make grants (subject to certain legal and regulatory restrictions), including the authority to determine ~~the~~award ~~individuals to whom awards will be granted~~recipients, the type and timing of awards to be granted, the number of shares tounderlying ~~be covered by~~ each award, vesting schedules and all other terms and conditions of the awards.

~~For~~Under ~~purposes of counting~~ the ~~shares remaining under the~~ 2021 Equity Plan, each share underlying a full value time-based award or stock option counts as one share ~~used~~against shares available for issuance. Performance-based awards count against shares available for issuance based on the maximum number of shares achievable under the award agreement unless or until a lower quantity is finalized. We issue new shares of common stock upon the vesting of time-based restricted stock units ("RSUs") and performance-based RSUs ("PSUs"), and upon exercise of stock options.

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~~Time-based~~RSUs ~~stock awards~~ and stock options generally vest in equal installments on the first, second, and third anniversaries of the grant date~~, and~~. ~~stock~~Stock options generally expire after six years. ~~Awards~~ ~~granted~~PSUs ~~to non-employee directors generally~~ vest ~~one~~upon ~~year from~~achievement ~~the~~of ~~grant~~specified ~~date.~~performance Weconditions ~~recognize~~and ~~stock-based~~completion ~~compensation expense based on the fair value~~ of ~~stock~~a ~~awards~~requisite atservice ~~grant date~~period, ~~and~~generally ~~recognize~~three ~~the~~years. ~~expense~~Awards ~~over~~granted ~~the~~to ~~related~~non‑employee ~~service~~directors ~~period~~generally ~~using~~vest aone ~~straight-line~~year ~~vesting~~from ~~expense~~the ~~schedule.~~grant date.

Stock‑based compensation expense is measured based on the grant‑date fair value of the award and is recognized over the longer of any requisite service or performance period using a straight‑line method, net of estimated forfeitures. We estimate expected forfeitures using a dynamic forfeiture model based on company-specific historical data. The 2021 Equity Plan includes retiree provisions which result in the acceleration of stock-based compensation ~~for~~ expense. ~~for~~For ~~retiree~~retirement-eligible participants., ~~Compensation~~compensation expense ~~related to employees eligible to retire at grant date or during the award term~~ is recognized on a straight-line basis ~~between~~from the grant date ~~and~~through the date ofthe ~~retirement~~participant ~~eligibility~~becomes retirement-eligible, ~~and~~at ~~the~~which ~~applicable~~time ~~retirees~~the ~~retain~~participant retains full rights to the awards ~~upon retirement~~ asin ~~per~~accordance ~~the~~with plan provisions. We record stock-based compensation expense in cost of revenues, selling, research and development, and general and administrative expense in the Consolidated Statements of Operations.

~~Expense~~Certain ~~for~~ PSUs is recognized, net of estimated forfeitures, using a straight-line vesting schedule when it is probable that performance goals will be achieved. Performance goals are determined by the Board of Directors and may include ~~measures such as revenues growth and profitability targets. A portion of the PSUs include~~ a total shareholder return ("TSR") market condition, which compares Mesa's share price to a peer group, generally over a three -year period. ~~The~~Achievement ~~TSR~~under isthe ~~applied~~plan toaffects ~~applicable~~the ~~PSU~~number ~~grants~~of asawards ~~either~~that awill ~~stand~~vest. ~~alone~~The ~~performance~~TSR ~~measure~~condition may function either as a standalone performance metric or as a modifier that adjusts the quantity of shares earned for company performance up or down by a maximum of 20%. ~~Compensation~~ ~~expense~~The ongrant‑date ~~stock~~fair ~~awards~~value ~~subject~~of tothese ~~market~~awards orincorporates ~~performance conditions is recognized over~~ the ~~longer~~effect of the ~~performance~~market ~~goal~~condition ~~attainment~~and ~~period~~is orestimated ~~time-vesting~~using ~~period.~~a ~~At each~~Monte ~~reporting~~Carlo ~~period,~~simulation wevaluation ~~estimate~~model ~~the~~utilizing ~~number~~Level of3 ~~PSUs~~inputs. ~~expected~~Compensation toexpense ~~vest~~for ~~based~~TSR ~~on our current estimate of probable achievement~~awards ~~compared~~is tonot ~~the~~subsequently ~~target~~adjusted ~~metrics~~for changes in ~~the~~estimated ~~award~~performance ~~documents~~outcomes, ~~and~~provided ifrequisite ~~necessary,~~service ~~a cumulative-effect adjustment~~ is ~~recorded~~rendered.

The ~~grant~~fair values of RSUs and PSUs other than those that include a TSR condition are based on the closing price of Mesa's common stock on the award date, ~~fair~~less the present value of expected dividends not received during the vesting period. RSUs and PSUs we issue are equivalent to nonvested shares under applicable accounting guidance. Expense for PSUs with ~~market~~non-TSR performance conditions is, such as cumulative revenues growth or profitability targets determined ~~using~~by the ~~Monte~~Board ~~Carlo~~of ~~simulation~~Directors, ~~valuation~~is ~~model~~adjusted ~~which~~at ~~uses~~each ~~Level~~reporting ~~3 inputs~~period. At each reporting date, we estimate the number of non-TSR PSUs expected to vest based on our current estimate of the probable achievement of applicable performance targets specified in the award documents, and if necessary, we record a cumulative-effect adjustment.

~~The~~Stock ~~fair~~options, ~~value~~when ofgranted, ~~RSUs and performance-based RSUs without a market condition~~ are ~~based~~ onvalued using the ~~closing~~Black-Scholes ~~price~~option ofpricing ~~Mesa's~~model. ~~common~~ No stock onoptions ~~the~~were ~~award~~awarded ~~date,~~in ~~less~~fiscal ~~the~~year ~~present value of expected dividends~~ ~~not~~2026 ~~received~~or ~~during~~fiscal ~~the~~year ~~vesting period~~ 2025. ~~RSUs we issue are equivalent to nonvested shares under applicable accounting guidance.~~

~~The~~See ~~fair~~Note ~~value of granted stock options is estimated on the grant date using the Black-Scholes option pricing model~~ 9. ~~The~~“Stock ~~assumptions~~Transactions ~~used to calculate the fair value of granted options reflect market conditions~~ and ~~our~~Stock-Based ~~historical~~Compensation” ~~experience. The expected life of options represents the estimated period of time until exercise and is based on historical experience of similar awards~~ for ~~similar~~further ~~subsets of our employee population, giving consideration to the contractual terms, vesting schedules, and expectations of future employee behavior~~information. Expected stock price volatility is based on the historical volatility of our own stock price over the period of time commensurate with the expected life of the award. The risk-free rate is based on the United States Treasury yield curve in effect at the time of grant nearest to the estimated life of the stock option. The dividend yield assumption is based on our anticipated cash dividend payouts. To date, we have identified no instances in which an adjustment to our observable market price would be required compared to the closing price of Mesa's common stock on the award date as an input to our fair value calculations. No stock options were awarded in fiscal year 2025.

We estimate expected forfeitures using a dynamic forfeiture model based on company specific historical data when determining the amount of stock-based compensation costs to recognize each period. We allocate stock-based compensation expense to cost of revenues, selling, research and development, and general and administrative expense in the Consolidated Statements of Operations.

Income Taxes

Income tax expense includes U.S., state, local and international income taxes. Deferred tax assets and liabilities are recognized and reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the tax basis of existing assets and liabilities used for income tax purposes. The tax rate used to determine the deferred tax assets and liabilities is based on the enacted tax rate for the year and the manner in which the differences are expected to reverse. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized.

From time to time, we engage in transactions in which the tax consequences may be subject to uncertainty, such as acquisitions. Significant judgment is required in assessing and estimating the tax consequences of these transactions. We prepare and file tax returns based on interpretation of tax laws and regulations. In the normal course of business, our tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax, interest and penalty assessments by these taxing authorities. In determining our income tax provision for financial reporting purposes, we establish allowances for uncertain tax income positions unless we determine it is not more likely than not that such positions would be sustained upon examination, based on their technical merits. That is, for financial reporting purposes, we only recognize tax benefits taken on the tax return that we believe are more likely than not ofto ~~being~~be sustained. There is considerable judgment involved in determining whether positions taken on the tax return are more likely than not ofto ~~being~~be sustained. We adjust our tax reserve estimates periodically because of ongoing examinations by, and settlements with, the various taxing authorities, as well as changes in tax laws, regulations and interpretations. The consolidated income tax provision ofin any given year includes adjustments to prior year income tax accruals that are considered appropriate and any related estimated interest. Our policy is to recognize, when applicable, interest and penalties on uncertain income tax positions as part of general administrative expense. ~~(See Note 12. “Income Taxes”).~~

~~Net~~ Page ~~(Loss)~~ 51 ~~Earnings Per Share~~

Basic net (loss) earnings per share (“EPS”) is computed by dividing net (loss) income by the weighted-average number of common shares outstanding during the reporting period. Diluted (loss) earnings per share (“diluted EPS”) is computed similarly to basic EPS, except it includes the effects of potential dilution that could occur if dilutive securities vested, were exercised, or were converted. Potentially dilutive securities include stock options, RSUs and PSUs, as well as common shares underlying the Notes. Potentially dilutive securities are excluded from the calculation of diluted EPS in the event they are subject to performance conditions that have not yet been achieved as of the reporting date or if they would otherwise be antidilutive. Diluted EPS considers the impact of potentially dilutive securities except in periods in which there is a net loss; in such cases the inclusion of the potential common shares would have an antidilutive effect. See Note 10. “Net (Loss) Earnings per Share” for EPS calculations for the years ended March 31, 2025, 2024 and 2023.

Acquisition Related Contingent Liabilities

Acquisition related contingent liabilities consist of estimated amounts due under various acquisition agreements and may be based on revenues growth, specified profitability growth metrics, or the attainment of milestones such as patent approvals. At each reporting period, we evaluate the expected probability and timing of future payments, and we adjust the contingent consideration to fair value through earnings in the Consolidated Statements of Operations. See Note 13. “Commitments and Contingencies” for information regarding existing contingent consideration liabilities as of March 31, 2025.

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InSee ~~addition~~Note ~~to contingent consideration liabilities, we may hold back a portion of the purchase price related to acquisitions as security against potential indemnification losses~~12. ~~Such~~“Income ~~holdbacks~~Taxes” ~~relate~~for tofurther circumstances that existed as of the date of acquisition, and as such they are not considered contingencies; however, amounts ultimately paid may differ from the estimates management makes upon acquisition, depending upon whether pre-acquisition liabilities are identified during the holdback periodinformation.

Net Earnings (Loss) Per Share

Basic net earnings (loss) per share (“EPS”) is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share (“diluted EPS”) is computed similarly to basic EPS, except it includes the effects of potential dilution that could occur if dilutive securities vested, were exercised, or were converted. Potentially dilutive securities in fiscal year 2026 include unvested RSUs and PSUs and outstanding stock options. In prior fiscal years, common shares underlying the Notes were also potentially dilutive. Potentially dilutive securities are excluded from the calculation of diluted EPS in the event they are subject to performance conditions that have not yet been achieved as of the reporting date or if they would otherwise be antidilutive. Diluted EPS considers the impact of potentially dilutive securities except in periods in which there is a net loss; in such cases the inclusion of the potential common shares would have an antidilutive effect. See Note 10. “Net Earnings (Loss) per Share” for EPS calculations for the years ended March 31, 2026, 2025 and 2024.

Weighted average outstanding shares includes awards that have not yet vested and are not yet legally outstanding, but for which all vesting criteria other than the passage of time have been satisfied. For example, this includes RSUs granted to retirement-eligible employees that are not subject to continued service requirements but have not yet vested.

Legal Contingencies

We are party to various claims and legal proceedings that arise in the normal course of business. We record an accrual for legal contingencies when we determine it is probable we have incurred a liability and can reasonably estimate the amount of the loss ~~(See Note 13~~. ~~“Commitments and Contingencies”).~~

See Note 13. “Commitments and Contingencies” for further information.

Purchase Accounting for Acquisitions

We account for all business combinations in which we obtain control over another entity using the acquisition method of accounting, which requires most assets (both tangible and intangible) and liabilities to be recorded at fair value at the date of acquisition. The excess of the purchase price over the fair value of identifiable acquired assets less liabilities is recognized as goodwill. We determine fair value using widely accepted ~~valuation~~income ~~techniques, primarily discounted cash flow~~ and market ~~multiple~~valuation ~~analyses~~techniques, which rely heavily on Level 3 inputs. These types of analyses require us to make ~~and monitor~~ assumptions and estimates regarding industry and economic factors, the profitability of future business strategies, discount rates and cash flows. For all material acquisitions, we engage external valuation specialists to aid management in preparing ~~our~~ fair value models. Certain adjustments to the assessed fair values of acquired assets or liabilities made subsequent to the acquisition date, but within ~~the~~a measurement period not to exceed one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded within earnings. We expense acquisition-related costs, such as legal and advisory fees, as incurred in general, and administrative expenses in the Consolidated Statements of Operations.

Results of operations of acquired companies are included in our Consolidated Financial Statements from the date of the acquisition forward. If actual results are not consistent with our assumptions and estimates, or if our assumptions and estimates change due to new information, we may be exposed to losses. We did not acquire any businesses in fiscal year 2026 or 2025. ~~For~~In the ~~years~~ year ended March 31, 2024 ~~and 2023~~, we acquired businesses for total net purchase prices of $87,187 ~~and $6,140, respectively~~.

See Note 4. “Significant Transactions” for further information.

Risks and Uncertainties

The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the reporting date and revenues and expenses during the reporting periods. These estimates ~~represent~~are based on management'’s judgment ~~about~~regarding ~~the outcome of~~ future events. ~~It is not possible to accurately predict the future impact of such events~~ and circumstances~~. However~~, ~~we have reviewed~~ the ~~estimates~~outcomes ~~used~~of inwhich ~~preparing~~are ~~the~~inherently ~~financial~~uncertain. ~~statements~~Actual ~~and~~results may ~~have identified~~differ ~~the~~from ~~following~~those ~~factors that have a reasonable possibility of being materially affected in the near term:~~ estimates.

●We ~~Estimates~~have ~~regarding~~evaluated ~~future~~the ~~financial performance and other inputs into fair value~~ estimates ~~related~~used ~~to impairment tests for goodwill and intangible assets that could result~~ in ~~additional~~preparing ~~future~~the ~~impairment~~consolidated ~~losses.~~financial Instatements ~~particular, potential risks posed by escalating trade tensions~~ and ~~tariffs~~identified ~~could~~the ~~materially~~following ~~impact~~areas ~~our~~for ~~performance~~which ~~and~~there ~~impairment~~is ~~conclusions~~a inreasonable ~~future~~possibility ~~periods.~~that ~~● Estimates regarding the recoverability of deferred tax assets and~~ estimates ~~regarding~~could ~~cash~~be ~~needs~~materially ~~and~~affected ~~associated~~in ~~indefinite reinvestment assertions. ● Estimates of~~ the ~~net~~near ~~realizable value of inventory.~~term:

We● doEstimates ~~not~~regarding ~~believe~~the ~~that~~recoverability ~~there~~of ~~are~~deferred ~~any~~tax ~~significant~~assets ~~risks~~and ~~that~~estimates ~~have~~regarding ~~not~~cash ~~already~~needs ~~been~~and ~~disclosed~~associated indefinite reinvestment assertions. ● Estimates regarding future financial performance and other assumptions used in fair value measurements for goodwill and intangible asset impairment testing, which could result in future impairment losses. ● Estimates of the ~~Consolidated~~net ~~Financial~~realizable ~~Statements~~value of inventory and accounts receivable.

~~Prior~~We ~~Period~~do ~~Reclassifications~~not believe that there are any significant risks that have not already been disclosed in the accompanying Consolidated Financial Statements.

~~Certain~~ Page ~~prior~~ 52 ~~period amounts have been reclassified to conform with current year presentation.~~

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Recently Adopted Accounting Pronouncements

~~In November~~For ~~2023,~~ the ~~Financial~~year ~~Accounting~~ended March ~~Standards~~31, ~~Board~~2026, ~~("FASB")~~we ~~issued~~adopted Accounting Standards Update ("“ASU"”) ~~No.~~ 2023~~-07~~‑09, ~~"Segment~~ ~~Reporting~~ Income Taxes (Topic ~~280~~ 740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures." This ASU ~~No. 2023-07~~ isrequires ~~intended~~public business entities to provide ~~financial~~enhanced ~~statement~~disclosures ~~users~~related ~~with~~to ~~more~~the ~~information~~reconciliation ~~about~~of ~~reportable~~the ~~segments~~effective tax rate to the statutory federal, state, and foreign income tax rates, including ~~more~~disaggregation ~~disaggregated~~of ~~expense~~individual ~~information~~reconciling items when their impact exceeds specified quantitative thresholds. WeThe ~~adopted~~ ASU ~~2023-07 effective~~also ~~for~~requires ~~our~~disaggregated ~~annual~~disclosure ~~fiscal~~of ~~year~~income ~~2025~~taxes ~~reporting~~paid ~~period~~(net of refunds received) by federal, onstate, aand ~~retrospective~~foreign ~~basis.~~jurisdictions, ~~The~~and ~~adoption~~further ofdisaggregation ~~this~~for ~~guidance~~specific ~~did~~jurisdictions ~~not~~when ~~have~~amounts aexceed ~~material~~defined ~~impact~~thresholds. In addition, certain reconciling items must be disaggregated based on their nature, determined by reference to the ~~Company~~item’s ~~consolidated~~fundamental ~~financial~~characteristics, ~~statements~~including ~~and~~the ~~disclosures~~underlying transaction or event that gave rise to the reconciling item and the activity with which it is ~~reflected~~associated. ASU 2023‑09 eliminates the previous requirement to disclose information about unrecognized tax benefits that have a reasonable possibility of significantly increasing or decreasing within the 12 months following the reporting date. We adopted ASU 2023-09 on a prospective basis, which resulted in the new disclosure requirements presented in Note ~~14. “Segment~~12, ~~Data~~Income Taxes.”

Recently Issued Accounting Pronouncements

In ~~December~~ November ~~2023~~2024, the FASB issued ASU ~~No. 2023~~2024-0903, "~~Income~~Expense ~~Taxes~~Disaggregation ~~(Topic~~Disclosures ~~740~~(Subtopic 220-40): ~~Improvements~~Disaggregation toof Income ~~Tax~~Statement ~~Disclosures~~Expenses." ASU ~~No. 2023~~2024-~~09,~~03 requires that ~~which~~public ~~enhances~~business ~~the~~entities ~~transparency,~~disclose ~~effectiveness~~additional ~~and~~information ~~comparability~~about ofspecific ~~income~~expense ~~tax disclosures by requiring consistent~~ categories ~~and~~in ~~greater~~the ~~disaggregation~~notes ~~of information related~~ to ~~income~~financial ~~tax~~statements ~~rate~~at ~~reconciliations~~interim and ~~the~~annual ~~jurisdictions~~reporting ~~in which income taxes are paid~~periods. The ~~guidance~~ASU is effective for ~~public~~fiscal ~~business~~years ~~entities~~beginning after December 15, 2026 (our fiscal year 2028 for annual periods) and interim periods within fiscal years beginning after December 15, ~~2024~~2027 (our fiscal year 2029 for ~~2026~~interim periods), with early adoption and prospective or retrospective application permitted. ~~Other~~We ~~than~~intend ~~presentation~~to ofadopt ~~additional~~the ~~disaggregated~~standard ~~data~~on ina ~~our~~prospective ~~income~~basis ~~tax~~and ~~footnote~~are ~~disclosures~~currently ~~for~~assessing ~~annual~~the ~~periods,~~effect ~~we do not expect~~ the adoption will ~~of ASU No. 2023-09 to~~ have ~~a material impact~~ on our consolidated financial statement disclosures.

In ~~November~~ July ~~2024~~2025, the FASB issued ~~Accounting Standards Update ("~~ASU~~") No. 2024~~ 2025-0305, ~~"Expense~~ ~~Disaggregation~~Financial ~~Disclosures~~Instruments—Credit Losses (~~Subtopic 220-40~~Topic 326): ~~Disaggregation~~Improvements to the Measurement of ~~Income~~Credit ~~Statement~~Losses ~~Expenses."~~for ~~ASU No. 2024-03 requires that~~Receivables ~~public~~and ~~business~~Contract ~~entities~~Assets. ~~disclose~~ASU ~~additional~~2025-05 ~~information~~introduces ~~about~~a ~~specific~~practical ~~expense~~expedient ~~categories~~that inremoves the ~~notes~~requirement to ~~financial~~incorporate ~~statements~~macroeconomic atforecasts ~~interim~~into ~~and~~the ~~annual~~estimation ~~reporting~~of ~~periods~~expected credit losses. The ~~ASU~~guidance is effective for fiscal years beginning after December 15, ~~2026 (our~~2025, ~~fiscal~~including ~~year 2028 for annual periods) and~~ interim periods within those fiscal years. ~~beginning~~Prospective ~~after December~~adoption 15is required, ~~2027~~and (early adoption is permitted. We intend to early adopt ASU 2025-05 for our fiscal year ~~2029 for~~ beginning April 1, 2026, including interim periods). Upon adoption, ~~with~~we ~~early~~plan ~~adoption~~to ~~and~~elect ~~prospective~~the orpractical ~~retrospective~~expedient ~~application permitted.~~allowing Weus ~~are~~to ~~currently~~assume ~~assessing~~conditions at the ~~effect~~balance sheet date will remain unchanged for the ~~adoption~~remaining life of ~~this~~the ~~standard~~asset. ~~will~~We do not expect adoption to have a material impact on our consolidated financial ~~statement~~statements or related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other (Topic 350): Internal-Use Software. ASU 2025-06 modernizes accounting for costs incurred in the development of internal-use software by eliminating the requirement to evaluate distinct development stages. The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. ASU 2025-06 permits prospective, retrospective or modified retrospective adoption. Early adoption is permitted as of the beginning of an entity's annual reporting period. We intend to early adopt ASU 2025-06 prospectively for our fiscal year beginning April 1, 2026, including interim periods. We do not expect the guidance to have a material impact on our consolidated financial statements or related disclosures

We have reviewed all recently issued accounting pronouncements and have concluded that, other than as described above, they are either not applicable to us or are not expected to have a significant impact on our consolidated financial statements.

Note 2. Revenue

We develop, manufacture, market, sell and maintain life sciences tools and quality control instruments and related consumables.

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Hardware sales include physical products such as instruments used for molecular and genetic analysis, protein synthesizers, medical meters, wireless sensor systems, data loggers, and process challenge devices. Hardware may be offered with accompanying perpetual or annual software licenses, which in some cases are required for the hardware to function.

Consumables are single-use products requiring frequent replacement in our customers' operating cycles. Consumables sold by our Clinical Genomics and Biopharmaceutical Development divisions, such as reagents used for molecular and genetic analysis or solutions used for protein synthesis, are critical to the ongoing use of our instruments. Consumables such as biological and chemical indicator test strips sold by our Sterilization and Disinfection Control division are used on a standalone basis.

~~Revenues~~ Page ~~from~~ 53 ~~hardware and consumables are recognized upon transfer to the customer, typically at the point of shipment.~~

We ~~also~~ Table offer maintenance, calibration and testing service contracts. Services result in revenues recognized over time, for example, when we are obligated to perform labor and replace parts on an as-needed basis over a contractually specified period, or at a point in time, upon completion of aContents ~~specific, discrete service. In some cases, our service contracts contain both revenues recognized over time and revenues recognized at a point in time.~~

We ~~evaluate~~also ~~our~~offer ~~revenues~~maintenance, ~~internally based on business division~~ calibration and ~~the~~testing ~~nature~~service ~~of goods and services provided~~contracts.

~~The~~We ~~following~~disclose ~~tables~~revenues ~~present~~consistently ~~disaggregated~~with ~~revenues~~how ~~from~~management ~~contracts~~evaluates ~~with~~the ~~customers~~business, ~~for~~i.e., ~~the~~based ~~years~~on ~~ended March~~business ~~31,~~unit ~~2025,~~and ~~2024~~the nature of goods and ~~2023:~~services provided.

	Year Ended March 31, 2025
	Sterilization and Disinfection Control (1)		Clinical Genomics		Biopharmaceutical Development		Calibration Solutions		Total
Consumables	$	82,736	$	35,672	$	17,287	$	3,039	$	138,734
Hardware and Software		496		7,689		19,649		31,827		59,661
Services		10,186		3,720		11,794		16,883		42,583
Total revenues	$	93,418	$	47,081	$	48,730	$	51,749	$	240,978

The following tables present disaggregated revenues from contracts with customers for the years ended March 31, 2026, 2025 and 2024:

(1) Revenues of $24,815 from GKE are included in the Sterilization and Disinfection Control division during the year ended March 31, 2025.

	*Year Ended March 31, 2026*
	Sterilization and Disinfection Control ⁽¹⁾		*Biopharmaceutical Development*		*Calibration Solutions*		*Clinical Genomics*		*Total*
Consumables	$	90,521	$	16,869	$	2,737	$	35,815	$	145,942
Hardware and Software		505		19,170		32,479		5,296		57,450
Services		10,541		12,587		18,335		4,275		45,738
Total revenues	$	101,567	$	48,626	$	53,551	$	45,386	$	249,130

Year Ended March 31, 2024

Year Ended March 31, 2025

Sterilization and Disinfection Control (1)

~~Clinical~~Biopharmaceutical ~~Genomics~~Development

~~Biopharmaceutical~~Calibration ~~Development~~Solutions

~~Calibration~~Clinical ~~Solutions~~Genomics

Total

Consumables

6582,~~459~~736

3617,~~086~~287

173,~~086~~039

235,~~345~~672

~~120~~138,~~976~~734

Hardware and Software

~~549~~496

1219,~~254~~649

1231,~~993~~827

307,~~024~~689

5559,~~820~~661

Services

910,~~116~~186

411,~~248~~794

1016,~~633~~883

153,~~394~~720

3942,~~391~~583

Total revenues

7593,~~124~~418

5248,~~588~~730

4051,~~712~~749

47,~~763~~081

~~216~~240,~~187~~978

(1) Revenues of $9,289 from GKE are included in the Sterilization and Disinfection Control division during the year ended March 31, 2024 and represent sales made beginning from the acquisition date.

	Year Ended March 31, 2024
	Sterilization and Disinfection Control⁽¹⁾		Biopharmaceutical Development		Calibration Solutions		Clinical Genomics		Total
Consumables	$	65,459	$	17,086	$	2,345	$	36,086	$	120,976
Hardware and Software		549		12,993		30,024		12,254		55,820
Services		9,116		10,633		15,394		4,248		39,391
Total revenues	$	75,124	$	40,712	$	47,763	$	52,588	$	216,187

	Year Ended March 31, 2023
	Sterilization and Disinfection Control		Clinical Genomics		Biopharmaceutical Development		Calibration Solutions		Total
Consumables	$	55,605	$	43,374	$	15,800	$	3,062	$	117,841
Hardware and Software		692		13,347		22,079		26,561		62,679
Services		8,312		5,578		9,486		15,184		38,560
Total revenues	$	64,609	$	62,299	$	47,365	$	44,807	$	219,080

⁽¹⁾	Revenues of $9,289 from GKE are included in the Sterilization and Disinfection Control division during the year ended March 31, 2024 and represent sales of consumables made beginning from the acquisition date.

Contract Balances

Our contracts have varying payment terms and conditions. Some customers prepay for products and services, resulting in either unearned revenues or customer deposits, called contract liabilities. Short-term contract liabilities are included within unearned revenues in the accompanying Consolidated Balance Sheets, and long-term contract liabilities are included within other long-term liabilities in the accompanying Consolidated Balance Sheets. The significant majority of our revenues and related receivables and contract liabilities are generated from contracts with customers with original expected durations of twelve months or less. Contract liabilities will be recognized to revenue as we satisfy our obligations under the terms of the contracts.

A summary of contract liabilities is as follows:

Contract liabilities as of March 31, 2024	$	15,686
Contract liabilities as of March 31, 2025	$	14,803
Prior year liabilities recognized in revenues during the year ended March 31, 2025		(9,873	)
Prior year liabilities recognized in revenues during the year ended March 31, 2026		(10,155	)
Contract liabilities added during the year ended March 31, 2025, net of revenues recognized		8,990
Contract liabilities added during the year ended March 31, 2026, net of revenues recognized		10,075
Contract liabilities balance as of March 31, 2025	$	14,803
Contract liabilities balance as of March 31, 2026	$	14,723

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Note 3. Fair Value Measurements

Our financial instruments generally consist of cash and cash equivalents, trade accounts receivable, obligations under trade accounts payable, and debt. Due to their short-term nature, the carrying values of cash and cash equivalents, trade accounts receivable, and trade accounts payable approximate fair value; they are classified within Level 1 of the fair value hierarchy.

The financial instruments that subject us to the highest concentrations of credit risk are cash and accounts receivable. We maintain relationships and cash deposits at multiple banking institutions across the world in an effort to diversify and reduce risk of loss. Concentration of credit risk with respect to accounts receivable is limited to customers to whom we make significant sales. No customers accounted for more than 10% of total trade receivables as of March 31, ~~2025~~2026.

~~On April~~The 5,carrying ~~2024, we~~amounts ~~entered into separate, privately negotiated purchase agreements with a limited number~~ of ~~holders of~~ our ~~1.375%~~ ~~convertible~~Credit ~~senior notes due August 15, 2025 (the "Notes"), through which we repurchased $75,000~~Facility inon ~~aggregate principal amount of~~ the ~~Notes.~~Consolidated ~~See~~Balance ~~Note~~Sheets 8.approximate ~~"Indebtedness" for further information. As of March 31, 2025, we had remaining outstanding $97,500 aggregate principal amount of the Notes. We estimate the~~ fair value ofdue to the ~~Notes~~variable ~~using~~interest ~~Level 2 inputs~~rate ~~based~~pricing on the ~~last~~debt, ~~actively~~with ~~traded price or observable market input preceding~~ the ~~end~~principal ofbalances ~~the~~bearing ~~reporting~~an ~~period.~~interest ~~The~~rate ~~fair~~approximating ~~value~~current ofmarket ~~the Notes is approximately correlated to our stock price~~rates.

	March 31, 2025				March 31, 2024
	Carrying Value		Fair Value (Level 2)		Carrying Value		Fair Value (Level 2)
Notes	$	97,297	$	95,063	$	171,198	$	163,013

On August 15, 2025, our outstanding 1.375% convertible notes matured. No balances remained outstanding related to the Notes as of March 31, 2026. See Note 8. "Indebtedness" for further information. While outstanding, we estimated the fair value of the Notes using Level 2 inputs based on the last actively traded price or observable market input preceding the end of the reporting period. The fair value of the Notes was approximately correlated to our stock price.

The carrying amounts of our term loan and revolving line of credit (together, the "Credit Facility") on the Consolidated Balance Sheets approximate fair value due to the variable interest rate pricing on the debt, with the principal balances bearing an interest rate approximating current market rates.

	*March 31, 2025*
	*Carrying Value*		*Fair Value (Level 2)*
Notes	$	97,297	$	95,063

~~At March~~There ~~31,~~were no nonrecurring ~~2025 exchange rates, the estimated~~ fair value ofadjustments ~~consideration~~or ~~held~~transfers ~~back~~between ~~from~~ the ~~purchase~~levels ~~price~~ of the ~~GKE~~fair ~~acquisition~~value ~~was~~hierarchy ~~approximately~~during ~~$9,300.~~the ~~The~~fiscal ~~liability~~years ~~is reflected within other accrued expenses in our Consolidated Balance Sheets as of~~ended March 31, ~~2025.~~2026 Weand ~~adjusted the liability to estimated fair value through earnings throughout fiscal year~~ 2025~~, which required the use of Level 3 inputs, including discount rate estimates~~. ~~In April 2025, we paid $9,555 to the GKE sellers to settle the liability in full at the euro spot rate as of the payment date.~~

The Belyntic acquisition in fiscal year 2023 obligated us to pay contingent consideration of up to $1,500 cash upon regulatory approval of certain patent applications. We estimate the fair value of the remaining contingent consideration using Level 3 inputs and a probability-weighted outcome analysis based on our expectations of patent approval leveraging our historical experience and expert input, and we adjust the estimated fair value at each reporting period through earnings. The fair value of the remaining contingent consideration was $731 as of March 31, 2025, which is recorded in Other Accrued Expenses on the accompanying Consolidated Balance Sheets.

There were no transfers between the levels of the fair value hierarchy during the fiscal years ended March 31, 2025 and 2024.

Note 4. Significant Transactions

Acquisition of GKE, Fiscal year 2024

We acquired 100% of the outstanding shares of GKE GmbH and SAL GmbH effective October 16, 2023, and effective December 31, 2023, we acquired 100% of the outstanding shares of Beijing GKE Science & Technology Co. Ltd.

GKE develops, manufactures and sells a portfolio of chemical sterilization indicators, biologics, and process challenge devices to support sterility validation and protect patient safety across global healthcare markets. GKE is included in our Sterilization and Disinfection Control ("SDC") division,. ~~and~~ GKE's strengths in chemical indicators ~~are complementary to~~ complement SDC's ~~strengths~~portfolio inof biological indicators, as chemical and biological indicators may ~~are~~be used in the same sterility validation workflows. Additionally, GKE’s healthcare-focused commercial capabilities in Europe and ~~Asia~~APAC ~~greatly~~ expand our reach in ~~the healthcare markets in~~ those ~~geographies~~markets. ~~We are working to obtain regulatory~~ ~~510(k) clearance on certain GKE products for sale in the United States, which would further expand organic revenues growth opportunities from the GKE business.~~

We finalized our purchase price accounting of GKE during fiscal year 2024. Total cash consideration for the GKE acquisition was $87,187, net of cash acquired and financial liabilities assumed and inclusive of working capital adjustments. We funded the acquisition through a combination of cash on~~-hand~~ hand and a total of $71,000 borrowed under our line of credit.

During ~~the~~ fiscal ~~years~~year ~~ended March 31~~2026, ~~2025~~we ~~and~~paid ~~2024,~~the ~~respectively,~~ GKE's ~~operations~~sellers $9,555 ~~contributed the following amounts~~ to ~~our~~settle ~~consolidated~~an ~~results~~acquisition-related ~~of operations:~~ holdback.

	Year ended March 31,
	2025		2024
Revenues	$	24,815	$	9,289
Gross profit		16,510		5,357
Net income		7,580		1,046
Amortization of inventory step-up recorded in cost of revenues		1,232		1,229
Amortization of acquired intangibles recorded in cost of revenues		503		266
Amortization of acquired intangibles recorded in general and administrative expense		3,336		2,005

GKE's operations contributed $9,289 to revenues and $1,046 of net income (including $2,271 of non-cash amortization expense related to acquired intangible assets and $1,229 of non-cash inventory step up expense) to our consolidated results during the twelve months ended March 31, 2024.

~~GKE~~ Page ~~net~~ 55 ~~income includes certain intercompany management fees and other items.~~

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Supplemental unaudited pro-forma information

Combined revenues from Mesa and GKE for fiscal ~~years~~year 2024 ~~and 2023~~ would have been approximately $229,260 ~~and $241,360, respectively,~~ had the GKE acquisition occurred ~~on April 1, 2022,~~ at the beginning of ~~our~~the ~~fiscal~~earliest ~~year~~period presented, on April 1, 2023.

It is impracticable for us to disclose pro-forma net earnings information regarding the combined results of the operations of Mesa and GKE as if the acquisition had occurred at an earlier date. Prior to acquisition, GKE was a privately owned company with financial statements prepared on a statutory, rather than GAAP, basis, using a different fiscal year end than Mesa's. Certain financial information cannot be recreated for accurate financial results. For example, prior to Mesa's ownership, GKE accounted for inventory at an unburdened rate and performed only annual inventory counts, such that we cannot accurately estimate cost of goods sold. Additionally, all transactions occurring between the three GKE entities, which are substantial, were accounted for at arms-length prior to acquisition; we eliminated intercompany transactions from a revenue perspective above, but we do not have sufficient historical detail to eliminate intercompany cost of revenues accurately. As presentation of pro-forma net earnings information would require extensive estimation and could not be sourced from sufficiently factual information reasonably aligned with GAAP, it is impracticable for us to disclose pro-forma net earnings information.

Note 5. Leases

We have operating leases for buildings and office equipment used in manufacturing and distribution, engineering, research and development, sales and marketing, and administration activities. The following table presents the lease balances within the Consolidated Balance Sheets related to our operating leases:

Lease Assets and Liabilities	Balance Sheet Location	March 31, ~~2025~~2026		March 31, ~~2024~~2025
Operating lease ROU asset	Other assets	$	1617,~~382~~500	$	916,~~671~~382
Current operating lease liabilities	Other accrued expenses		3,~~523~~687		23,~~986~~523
Noncurrent operating lease liabilities	Other noncurrent liabilities		1213,~~380~~662		612,~~613~~380

The components of lease costs, the weighted average remaining lease term and the weighted average discount rate were as follows:

	Year Ended March 31,
	2025			2024			2023
	2026			2025			2024
Operating lease expense	$	4,~~025~~990		$	34,~~453~~025		$	3,~~064~~453
Variable lease expense		1,~~316~~781			1,~~039~~316			1,~~110~~039
Short term lease expense		~~571~~388			~~423~~571			~~376~~423
Total lease expense	$	57,~~912~~159		$	45,~~915~~912		$	4,~~550~~915
Weighted average remaining lease term in years		67.86			4.6.8			34.36
Weighted average discount rate		6.27	%		46.12	%		24.01	%

Supplemental cash flow information related to leases was as follows:

	Year Ended March 31,
	2025		2024		2023
	2026		2025		2024
Cash paid for amounts included in the measurements of lease liabilities	$	45,~~534~~041	$	34,~~392~~534	$	3,~~017~~392
Operating lease assets obtained in exchange for operating lease liabilities		94,~~863~~151		49,~~265~~863		14,~~426~~265

As of March 31, ~~2025~~2026 maturities of lease liabilities are as follows for future years ending March 31:

2026	$	4,236
2027	$	4,732
2027		3,895
2028		1,702
2028		1,795
2029		2,385
2029		1,694
2030		2,284
2030		1,694
2031		2,269
Thereafter		69,~~712~~125
Future value of lease liabilities		2022,~~026~~497
Less: imputed interest		(45,~~123~~148	)
Present value of lease liabilities	$	1517,~~903~~349

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Note 6. Goodwill and Intangible Assets, Net

Goodwill

Goodwill arises from the excess purchase price of acquired businesses over the fair value of acquired tangible and intangible assets, less assumed liabilities. Changes in the carrying amount of goodwill were as follows:

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	*Sterilization and Disinfection Control*			*Biopharmaceutical Development*		*Calibration Solutions*		*Clinical Genomics*			*Total*
March 31, 2024	$	79,430		$	46,515	$	37,211	$	16,940		$	180,096
Effect of foreign currency translation		(22	)		1,696		2		(12	)		1,664
March 31, 2025	$	79,408		$	48,211	$	37,213	$	16,928		$	181,760
Effect of foreign currency translation		3,402			1,455		53		193			5,103
March 31, 2026	$	82,810		$	49,666	$	37,266	$	17,123		$	186,863

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Changes in the carrying amount of goodwill were as follows:

	Sterilization and Disinfection Control			Clinical Genomics			Biopharmaceutical Development			Calibration Solutions			Total
March 31, 2023	$	29,559		$	135,811		$	83,857		$	37,217		$	286,444
Effect of foreign currency translation		1,021			(130	)		(32	)		(6	)		853
Impairment losses		-			(118,741	)		(38,151	)		-			(156,892	)
Goodwill related to GKE acquisition		48,850			-			-			-			48,850
Measurement period adjustment, Belyntic acquisition		-			-			841			-			841
March 31, 2024	$	79,430		$	16,940		$	46,515		$	37,211		$	180,096
Effect of foreign currency translation		(22	)		(12	)		1,696			2			1,664
March 31, 2025	$	79,408		$	16,928		$	48,211		$	37,213		$	181,760

Finite-Lived Intangible Assets

Intangible assets other than goodwill ~~were~~consisted asof ~~follows~~the following:

March 31, 2025

March 31, 2024

March 31, 2026

March 31, 2025

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Customer relationships

~~190~~188,~~069~~192

(~~117~~124,~~189~~981

)

7263,~~880~~211

~~189~~190,~~911~~069

(~~104~~117,~~528~~189

)

8572,~~383~~880

Other intangibles

6160,~~192~~308

(3740,~~197~~172

)

2320,~~995~~136

61,~~161~~192

(3237,~~792~~197

)

2823,~~369~~995

Total finite-lived intangible assets

~~251~~248,~~261~~500

(~~154~~165,~~386~~153

)

9683,~~875~~347

251,~~072~~261

(~~137~~154,~~320~~386

)

~~113~~96,~~752~~875

Amortization expense for ~~finite-lived~~ intangible assets was as follows:

	Year Ended March 31,
	2025		2024		2023
	2026		2025		2024
Amortization in cost of revenues	$	2,~~641~~803	$	62,~~052~~641	$	6,~~796~~052
Amortization in general and administrative		1615,~~504~~214		2116,~~289~~504		2221,~~025~~289
Total	$	1918,~~145~~017	$	2719,~~341~~145	$	2827,~~821~~341

~~Fiscal~~ Page ~~year~~ 57 2024 goodwill impairment losses recorded in our Clinical Genomics and Biopharmaceutical Development divisions totaling $156,892 and impairments of other intangible assets in our Clinical Genomics division totaling $117,641 were primarily the result of higher weighted average cost of capital, which decreases the fair value of businesses, as well as downward revisions of expected future performance in fiscal year 2024.

The range of useful lives and weighted-average remaining useful lives of amortizable intangible assets as of March 31, 2025 were as follows:

	Approx. Est. Useful	Weighted Avg.
	Life	Remaining Life
Description	(Years)	(Years)
Customer Relationships	5 - 12	7.2
Other Intangibles	2 - 12	5.8

The following is estimated amortization expense for the years ending March 31:

Fiscal Year	Amortization Expense
2026	$	17,086
2027		16,429
2028		15,836
2029		15,307
2030		10,809

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The range of useful lives and weighted-average remaining useful lives of amortizable intangible assets as of March 31, 2026 were as follows:

	*Approx. Est. Useful*	*Weighted Avg.*
	*Life*	*Remaining Life*
Description	*(Years)*	*(Years)*
Customer Relationships	5 - 12	6.6
Other Intangibles	7 - 12	5.0

Estimated future amortization expense for the fiscal years ending March 31 is presented below, based on foreign currency exchange rates in effect as of March 31, 2026:

Fiscal Year	*Amortization Expense*
2027	$	17,182
2028		16,553
2029		15,993
2030		11,316
2031		4,854

During fiscal year 2024, we recorded goodwill impairment losses totaling $156,892, consisting of $118,741 in our Clinical Genomics division and $38,151 in our Biopharmaceutical Development division. In addition, we recorded impairments of other intangible assets in our Clinical Genomics division totaling $117,641. These impairment losses were primarily driven by increases in the weighted average cost of capital, which reduced the estimated fair value of the related businesses, as well as downward revisions to expected future financial performance during fiscal year 2024.

Note 7. Supplemental Information

Inventories consisted of the following:

	March 31, 2025		March 31, 2024
	March 31, 2026		March 31, 2025
Raw materials	$	14,~~775~~873	$	1814,~~335~~775
Work in process		~~560~~925		~~1,256~~560
Finished goods		10,~~030~~575		1310,~~084~~030
Total inventories	$	2526,~~365~~373	$	3225,~~675~~365

Prepaid expenses and other consisted of the following:

	March 31, 2025		March 31, 2024
	March 31, 2026		March 31, 2025
Prepaid expenses	$	2,~~364~~785	$	2,~~932~~364
Deposits		1,~~752~~644		1,~~898~~752
Prepaid income taxes		~~1,040~~819		1,~~237~~040
Other current assets		23,~~873~~620		32,~~341~~873
Total prepaid expenses and other	$	8,~~029~~868	$	98,~~408~~029

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Property, plant and equipment consisted of the following:

	March 31, 2025			March 31, 2024
	March 31, 2026			March 31, 2025
Land	$	889		$	889
Buildings and building improvements		23,~~280~~368			23,~~480~~280
Manufacturing equipment		2223,~~694~~424			1922,~~540~~694
Computer equipment		3,~~093~~658			3,~~613~~093
Other		7,~~188~~922			57,~~383~~188
Construction in progress		1,~~610~~467			1,~~380~~610
Gross total		5860,~~754~~728			5458,~~285~~754
Accumulated depreciation		(2630,~~421~~115	)		(2226,~~519~~421	)
Total property, plant and equipment, net	$	3230,~~333~~613		$	3132,~~766~~333

Depreciation expense was as follows:

	Year Ended March 31,
	2025		2024		2023
	2026		2025		2024
Depreciation expense in cost of revenues	$	3,~~160~~113	$	3,~~031~~160	$	3,~~163~~031
Depreciation expense in operating expense		2,~~222~~141		12,~~202~~222		1,~~150~~202
Total depreciation expense	$	5,~~382~~254	$	45,~~233~~382	$	4,~~313~~233

Accrued payroll and benefits consisted of the following:

	March 31, 2025		March 31, 2024
	March 31, 2026		March 31, 2025
Bonus payable	$	10,~~891~~509	$	310,~~838~~891
Wages and paid-time-off payable		3,~~672~~333		3,~~072~~672
Payroll related taxes		2,~~475~~317		12,~~956~~475
Other benefits payable		820		1,069
Severance		2,294		273
Total accrued payroll and benefits	$	17,858	$	9,935
Other benefits payable		553		547
Total accrued payroll and benefits	$	19,006	$	17,858

Other accrued expenses consisted of the following:

	March 31, 2025		March 31, 2024
	March 31, 2026		March 31, 2025
GKE acquisition holdback (current)	$	9,315	$	-
Accrued business taxes	$	6,950	$	5,996
Accrued business taxes		5,996		5,557
Current operating lease liabilities		3,687		3,523
Current operating lease liabilities		3,523		2,986
Income taxes payable		4,745		2,157
Income taxes payable		2,157		1,615
GKE acquisition holdback		-		9,315
Other		32,~~610~~234		23,~~700~~610
Total other accrued expenses	$	2417,~~601~~616	$	1224,~~858~~601

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Note 8. Indebtedness

Credit Facility

~~On March~~Our ~~5, 2021, we entered into a senior~~ secured credit agreement ~~that~~ ~~included 1)~~matures ~~a revolving credit facility~~ in April ~~an aggregate principal amount of up to $75,000 (the "Revolver"),~~2029 ~~2) a swingline loan in an aggregate principal amount not exceeding $5,000,~~ and 3) letters of credit in an aggregate stated amount not exceeding $2,500 at any time. The agreement also provided for an incremental term loan or an increase in revolving commitments in an aggregate principal amount of at a minimum $25,000 and at a maximum $75,000, subject to the satisfaction of certain conditions and lender considerations. We refer to the agreement in whole as the “Credit Facility.” includes:

~~On October~~(i) 5,A ~~2023, we~~revolving ~~amended~~credit ~~the~~facility ~~terms~~with ofan ~~the~~aggregate ~~Credit~~principal ~~Facility~~amount of up to ~~increase~~$125,000 (the "Revolver"), (ii) A term loan with a maximum principal amount ~~available~~of $75,000, which is subject to usescalating ~~under~~quarterly principal payments (the ~~Revolver~~"Term ~~from~~Loan"), (iii) A swingline loan with an aggregate principal amount not exceeding $755,000 to, and, (iv) Letters of credit with an aggregate stated amount not exceeding $~~125~~2,~~000~~500 at any time.

~~On April~~We 5,refer ~~2024,~~to the weagreement ~~further~~in ~~amended~~whole ~~and~~as ~~restated~~ the ~~terms of the~~ “Credit Facility ~~to:~~.”

~~(i)~~Borrowings ~~Extend~~under ~~the~~our ~~maturity of the~~ Credit Facility tobear ~~April~~interest ~~2029;~~at ~~(ii)~~a ~~Allow~~SOFR ~~proceeds~~rate ~~from~~or ~~the~~a ~~Credit~~base ~~Facility~~rate, toplus bean ~~used~~applicable tospread ~~redeem~~that ~~some~~varies orwith ~~all~~our oftotal ~~the~~net ~~Company’s~~leverage ~~Notes;~~ratio. ~~(iii)~~On October ~~Include a $75~~10,~~000~~ ~~senior~~2025 we ~~secured~~amended ~~term loan facility (~~the ~~“Term~~Credit ~~Loan”),~~Facility ~~which is subject~~ to ~~principal~~reduce ~~amortization~~the ~~payments;~~range ~~and~~of ~~(iv)~~the ~~Make~~spread ~~certain~~from 1.5% ~~changes~~- 3.0% to 1.25% ~~the financial covenants~~- 2.50%.

In conjunction with the amendment and restatement of the Credit Facility during the year ended March 31, 2025, we incurred $1,987 of customary lender fees and debt issuance costs paid to third parties, of which $1,242 relates to the Revolver and $745 relates to the Term Loan. The ~~balance~~weighted ofaverage ~~unamortized fees~~interest ~~and~~rate ~~debt~~on ~~issuance~~borrowings ~~costs~~under ~~related to~~ the Credit Facility, ~~including fees from the original debt issuance and all subsequent amendments and restatements, was $1,203 and $321~~ as of March 31, ~~2025~~2026 ~~and 2024, respectively.~~was ~~Unamortized debt issuance costs related to the Term Loan are reflected in the debt’s carrying value as a discount in our Consolidated Balance Sheets~~5. ~~All such fees are being amortized to interest expense through maturity~~9%.

~~Amounts~~The ~~borrowed~~financial ~~under~~covenants in the Credit Facility ~~bear~~include a maximum leverage ratio of ~~interest~~4.00 to 1.00 on ateach ~~either~~of athe ~~base~~quarterly ~~rate~~testing ordates between March a31, ~~SOFR~~2025 and March ~~rate~~31, ~~plus~~2026 and 3.5 to 1.0 on aneach ~~applicable~~testing ~~spread~~date ~~ranging~~thereafter. ~~from~~The Credit Facility also stipulates a minimum fixed charge coverage ratio of 1.5% 25 to 3 1.~~5%,~~0. Other ~~depending~~covenants include restrictions on our ability ~~total~~to ~~net~~incur ~~leverage~~debt, ~~ratio.~~grant ~~The~~liens, ~~weighted~~make ~~average~~fundamental ~~interest~~changes ~~rate~~to onour ~~borrowings~~business ~~under~~as defined in the ~~Credit~~contract, ~~Facility~~engage asin certain transactions with affiliates, or conduct asset sales. As of March 31, ~~2025~~2026, ~~was~~we were in compliance with all required covenants under 7the terms of the Credit Facility.~~2%.~~

The financial covenants in the Credit Facility as amended include a maximum leverage ratio of 4.50 to 1.00 on each of the quarterly testing dates through December 31, 2024; 4.0 to 1.0 on each of the testing dates between March 31, 2025 and March 31, 2026; and 3.5 to 1.0 on each testing date thereafter. The Credit Facility also stipulates a minimum fixed charge coverage ratio of 1.25 to 1.0 and a maximum senior net leverage ratio of 3.5 to 1. Other covenants include restrictions on our ability to incur debt, grant liens, make fundamental changes to our business as defined in the contract, engage in certain transactions with affiliates, or conduct asset sales. As of March 31, 2025, we were in compliance with all required covenants under the terms of the Credit Facility.

Term Loan

We ~~borrowed~~are ~~$75,000~~required ~~under~~to make quarterly principal payments on the Term Loan. During onthe year ended ~~April~~March 531, ~~2024~~2026, towe ~~fund privately~~made ~~negotiated~~required ~~repurchases~~principal ofpayments aon ~~portion~~the Term Loan of $3,750. For the ~~Notes~~fiscal ~~(see~~years ~~"Convertible~~ending March ~~Notes"~~31, ~~below).~~required future principal debt payments on the Term Loan are as follows:

We are required to make quarterly principal payments on the Term Loan. During the year ended March 31, 2025, we made required quarterly principal payments on the Term Loan of $3,750. For the fiscal years ending March 31, required future principal debt payments on the Term Loan are as follows:

Fiscal Year	Amount
2027	$	5,625
2028		5,625
2029		7,500
2030		48,750
Total principal remaining	$	67,500

Fiscal Year	Amount
2026	$	3,750
2027		5,625
2028		5,625
2029		7,500
2030		48,750
Total outstanding principal	$	71,250

Unamortized debt issuance costs related to the Term Loan are reflected as a discount to the debt’s carrying value in our Consolidated Balance Sheets and are being amortized to interest expense through maturity. The net carrying amount of the Term Loan was as follows:

The net carrying amount of the Term Loan was as follows:

	*March 31,2026*			*March 31, 2025*
Term Loan (5.9% and 7.2% as of March 31, 2026 and 2025, respectively)	$	67,500		$	71,250
Less: debt issuance costs		(518	)		(598	)
Less: current portion		(5,625	)		(3,750	)
Noncurrent portion	$	61,357		$	66,902

	March 31, 2025
Term Loan (7.2% as of March 31, 2025)	$	71,250
Less: discount and debt issuance costs		(598	)
Less: current portion		(3,750	)
Noncurrent portion	$	66,902

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There was no outstanding balance related to the Term Loan as of March 31, 2024.

Revolver

As of March 31, ~~2025~~2026, the outstanding balance under our Revolver was $1084,~~000~~500, and $~~115~~40,~~000~~ 500 was available for borrowing.

We are obligated to pay quarterly unused commitment fees of between 0.20% and 0.35% of the Revolver’s aggregate principal amount, based on our leverage ratio. We incurred unused commitment fees of $~~269~~ 157 and $~~164~~ 269 for the years ended March 31, ~~2025~~2026, and March 31, ~~2024~~2025, respectively.

The balance of unamortized customary lender fees related to the Revolver was $1,018 and $1,203 as of March 31, 2026 and 2025, respectively. The lender fees are being amortized to interest expense through maturity.

Convertible Notes

On August 12, 2019, we issued an aggregate principal amount of $172,500 of Notes. ~~The~~bearing ~~net~~interest ~~proceeds~~at ~~from~~a ~~the~~rate ~~Notes,~~of ~~after~~1.375%. ~~deducting~~Debt ~~underwriting~~issuance ~~discounts~~costs ~~and commissions and other~~ related ~~offering~~to ~~expenses~~the ~~payable by us~~Notes, ~~were~~consisting ~~approximately~~of $~~167~~2,~~056. The~~925 ~~Notes mature on August 15, 2025, unless earlier repurchased or converted, and bear interest at a rate~~ of ~~1.375%~~commissions payable ~~semi-annually~~to inthe ~~arrears~~initial ~~on February~~purchasers 15 and ~~August 15~~ ~~each~~$152 of ~~year~~third-party ~~beginning~~offering ~~on February 15~~costs, ~~2020. The~~were ~~Notes are~~recorded ~~initially~~as ~~convertible at~~ a ~~conversion~~reduction ~~rate~~to ~~of 3.5273 shares~~the ofcarrying ~~common stock per $1,000 principal~~ amount of the Notes, ~~which~~and isamortized ~~equivalent~~ to aninterest ~~initial~~expense ~~conversion~~over ~~price~~the oflife ~~approximately $283.50 per share~~ of ~~common~~the ~~stock~~Notes.

~~On April~~During 5,fiscal ~~2024~~year 2025, we ~~entered~~repurchased ~~into separate, privately negotiated transactions with certain holders of the Notes to repurchase~~ $75,000 ~~aggregate~~ principal amount of the Notes ~~for an aggregate repurchase price of $71,250~~ in ~~cash,~~privately ~~plus~~negotiated ~~accrued and unpaid interest of $160 and fees paid to third parties of $310 directly related to the extinguishment. We accounted for the partial repurchase of the Notes as a debt extinguishment~~transactions, which resulted in the recognition of a gain on extinguishment of $2,887 recorded in other income onfor the ~~Consolidated~~ ~~Statements of Operations during the~~ year ended March 31, 2025. ~~As of March 31, 2025, $97,500 in aggregate principal amount of the Notes remained outstanding, which we intend to pay using a combination of cash on hand and a draw on our Revolver.~~

~~Noteholders may convert~~The ~~their~~ Notes atmatured ~~their~~on August ~~option~~15, ~~only~~2025. inUpon maturity, we settled the ~~following~~remaining ~~circumstances:~~aggregate principal balance of $97,500, as well as $670 of accrued interest, in cash by drawing $97,000 under our Revolver and using $1,170 of cash on hand.

~~(i)~~The ~~during~~historical ~~any~~net ~~calendar~~carrying quarter commencing after the calendar quarter ended on December 31, 2019 (and only during such calendar quarter), if the last reported sale price per share of our common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (ii) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of ~~Notes for each trading day of~~ the ~~measurement period~~ Notes was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; (iii) upon the occurrence of certain corporate events or distributions on our common stock, including certain distributions, the occurrence of a fundamental change (as defined in the indenture governing the Notes) or a transaction resulting in the Company’s common stock converting into other securities or property or assets; and (iv) at any time from, and including, April 15, 2025 until the close of business on the second scheduled trading day immediately before the maturity date.follows:

Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock. The circumstances necessary for conversion were not met during fiscal year 2025. The if-converted value of the Notes did not exceed the principal balance as of March 31, 2025.

	March 31, 2025
Principal outstanding	$	97,500
Unamortized debt issuance costs		(203	)
Net carrying value	$	97,297

Debt issuance costs related to the Notes remaining after the partial repurchase in fiscal year 2025 are comprised of commissions payable to the initial purchasers of $2,925 and third party offering costs of $152. The debt issuance costs are being amortized to interest expense using the effective interest method over the remaining contractual term of the Notes.

The net carrying amount of the 2025 was as follows:

	March 31, 2025			March 31, 2024
Principal outstanding	$	97,500		$	172,500
Unamortized debt issuance costs		(203	)		(1,302	)
Net carrying value	$	97,297		$	171,198

We recognized interest expense on the Notes as follows:

	Year Ended March 31,
	2025		2024		2023
	2026		2025		2024
Coupon interest expense at 1.375%	$	~~1,372~~503	$	21,372	$	2,372
Amortization of debt issuance costs		~~546~~203		~~926~~546		~~907~~926
Total	$	1,918	$	3,298	$	3,279
Total interest on the Notes	$	706	$	1,918	$	3,298

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The effective interest rate on the Notes is approximately 1.9%.

As of March 31, 2025, the Notes, net of unamortized debt issuance costs, are classified as a current liability on our Consolidated Balance Sheets.

Filing Compare · MESA LABORATORIES INC /CO/