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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 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 Number 001-33092

LEMAITRE VASCULAR, INC.

(Exact name of registrant as specified in its charter)

     Delaware

     04-2825458

     (State or other jurisdiction of
incorporation or organization)

     (I.R.S. Employer
Identification No.)


63 Second Avenue, Burlington, Massachusetts	01803
(Address of principal executive offices)	(Zip Code)

(781) 221-2266

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

     Title of each class

     Trading Symbol(s)

     Name of each exchange on which
registered

     Common stock, $0.01 par value per share

     LMAT

     The Nasdaq Global Market

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 (§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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company “in Rule 12b-2 of the Exchange Act.


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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 4, 2026, the registrant had 22,850,739 shares of common stock, par value $.01 per share, outstanding.

LEMAITRE VASCULAR

FORM 10-Q

TABLE OF CONTENTS


			Page

Part I.	Financial Information:		1

	Item 1.	Financial Statements	1

		Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025	1

		Unaudited Consolidated Statements of Operations for the three-month periods ended March 31, 2026 and 2025	2

		Unaudited Consolidated Statements of Comprehensive Income for the three-month periods ended March 31, 2026 and 2025	3

		Unaudited Consolidated Statements of Stockholders’ Equity for the three-month periods ended March 31, 2026 and 2025	4

		Unaudited Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2026 and 2025	5

		Notes to Unaudited Consolidated Financial Statements	6

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

	Item 3.	Quantitative and Qualitative Disclosure about Market Risk	25

	Item 4.	Controls and Procedures	25

Part II.	Other Information:		27

	Item 1.	Legal Proceedings	27

	Item 1A.	Risk Factors	27

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

	Item 5.	Other Information	27

	Item 6.	Exhibits	28

	Signatures		29

Part I. Financial Information

Item 1. Financial Statements

LeMaitre Vascular, Inc.

Consolidated Balance Sheets


	(unaudited)
	March 31,			December 31,
	2026			2025
	(in thousands, except share data)
Assets
Current assets:
Cash and cash equivalents	$	26,851		$	28,244
Short-term marketable securities		340,382			330,876
Accounts receivable, net of allowances of $1,361 at March 31, 2026 and $1,400 at December 31, 2025		35,770			33,610
Inventory and other deferred costs		70,820			70,422
Prepaid expenses and other current assets		3,998			5,080
Total current assets		477,821			468,232

Property and equipment, net		28,543			26,997
Right-of-use leased assets		19,832			15,762
Goodwill		65,945			65,945
Other intangibles, net		31,674			33,089
Deferred tax assets		741			759
Other assets		4,970			4,906
Total assets	$	629,526		$	615,690

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	4,180		$	3,646
Accrued expenses		25,268			29,411
Acquisition-related obligations		475			322
Lease liabilities - short-term		3,446			2,944
Total current liabilities		33,369			36,323

Convertible senior notes, net		168,867			168,645
Lease liabilities - long-term		17,502			14,003
Deferred tax liabilities		1,855			1,735
Other long-term liabilities		1,311			1,468
Total liabilities		222,904			222,174

Stockholders’ equity:
Preferred stock, $0.01 par value; 3,000,000 shares authorized; none issued and outstanding		—			—
Common stock, $0.01 par value; 37,000,000 shares authorized, 24,476,827 and 24,396,904 shares issued, 22,847,733 and 22,772,607 shares outstanding, respectively		245			244
Additional paid-in capital		233,450			228,407
Retained earnings		194,683			184,715
Accumulated other comprehensive loss		(3,857	)		(2,411	)
Treasury stock, at cost; 1,629,094 and 1,624,297 shares, respectively		(17,899	)		(17,439	)
Total stockholders’ equity		406,622			393,516
Total liabilities and stockholders’ equity	$	629,526		$	615,690

See accompanying notes to consolidated financial statements.

LeMaitre Vascular, Inc.

Consolidated Statements of Operations

(unaudited)


	Three months ended
	March 31,
	2026			2025
	(in thousands, except per share data)
Net sales	$	66,551		$	59,871
Cost of sales		18,155			18,451

Gross profit		48,396			41,420

Sales and marketing		14,515			14,212
General and administrative		12,046			10,487
Research and development		4,060			4,095

Total operating expenses		30,621			28,794

Income from operations		17,775			12,626

Other income (expense):
Investment income		3,324			2,903
Interest expense		(1,300	)		(1,290	)
Other (loss) income, net		(127	)		2

Income before income taxes		19,672			14,241
Provision for income taxes		3,993			3,230

Net income	$	15,679		$	11,011

Earnings per share of common stock:
Basic	$	0.69		$	0.49
Diluted	$	0.68		$	0.48

Weighted-average shares outstanding:
Basic		22,801			22,570
Diluted		23,031			22,899

Cash dividends declared per common share	$	0.25		$	0.20

See accompanying notes to consolidated financial statements.

LeMaitre Vascular, Inc.

Consolidated Statements of Comprehensive Income

(unaudited)


	Three months ended
	March 31,
	2026			2025
	(in thousands)
Net income	$	15,679		$	11,011
Other comprehensive income (loss):
Foreign currency translation adjustment, net		(559	)		828
Unrealized (loss) gain on marketable securities		(887	)		203
Total other comprehensive (loss) income		(1,446	)		1,031

Comprehensive income	$	14,233		$	12,042

See accompanying notes to consolidated financial statements.

LeMaitre Vascular, Inc.

Consolidated Statements of Stockholders’ Equity

(unaudited)

(dollars in thousands)


										Accumulated
					Additional					Other								Total
	Common Stock				Paid-in		Retained			Comprehensive			Treasury Stock					Stockholders’
	Shares		Amount		Capital		Earnings			Income (Loss)			Shares		Amount			Equity
Balance at December 31, 2025		24,396,904	$	244	$	228,407	$	184,715		$	(2,411	)		1,624,297	$	(17,439	)	$	393,516
Net income								15,679											15,679
Other comprehensive (loss) income											(1,446	)							(1,446	)
Issuance of common stock for stock options exercised		66,571		1		2,951													2,952
Vested restricted stock units		7,493		—															—
Vested performance-based restricted stock units		5,859		—															—
Repurchase of common stock for net settlement of equity awards														4,797		(460	)		(460	)
Stock-based compensation expense						2,092													2,092
Common stock dividend paid								(5,711	)										(5,711	)
Balance at March 31, 2026		24,476,827	$	245	$	233,450	$	194,683		$	(3,857	)		1,629,094	$	(17,899	)	$	406,622


										Accumulated
					Additional					Other								Total
	Common Stock				Paid-in		Retained			Comprehensive			Treasury Stock					Stockholders’
	Shares		Amount		Capital		Earnings			Income (Loss)			Shares		Amount			Equity
Balance at December 31, 2024		24,153,165	$	242	$	213,760	$	145,090		$	(6,184	)		1,603,825	$	(15,618	)	$	337,290
Net income								11,011											11,011
Other comprehensive income (loss)											1,031								1,031
Issuance of common stock for stock options exercised		33,465		—		1,312													1,312
Vested restricted stock units		9,638		—															—
Vested performance-based restricted stock units		7,923		—															—
Repurchase of common stock for net settlement of equity awards														6,065		(601	)		(601	)
Stock-based compensation expense						2,046													2,046
Common stock dividend paid								(4,517	)										(4,517	)
Balance at March 31, 2025		24,204,191	$	242	$	217,118	$	151,584		$	(5,153	)		1,609,890	$	(16,219	)	$	347,572

See accompanying notes to consolidated financial statements.

LeMaitre Vascular, Inc.

Consolidated Statements of Cash Flows

(unaudited)


	For the three months ended
	March 31,
	2026			2025
	(in thousands)
Operating activities
Net income	$	15,679		$	11,011
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		2,623			2,552
Stock-based compensation		2,092			2,046
Amortization of issuance costs on convertible senior notes		222			212
Non-cash investment income		(102	)		—
Provision for inventory write-downs		761			637
Provision for credit losses		—			12
Foreign currency transaction effect on income		71			(19	)
Changes in operating assets and liabilities:
Accounts receivable		(2,481	)		(4,619	)
Inventory and other deferred costs		(1,392	)		(1,334	)
Prepaid expenses and other assets		1,038			2,721
Accounts payable and other liabilities		(2,340	)		(5,258	)
Accrued interest		(1,078	)		1,078
Net cash provided by operating activities		15,093			9,039

Investing activities
Purchases of short-term marketable securities		(150,866	)		(2,893	)
Purchases of property and equipment		(2,783	)		(1,383	)
Payments related to acquisitions, net of cash acquired		(45	)		(44	)
Proceeds from sales of short-term marketable securities		140,573			—
Net cash used in investing activities		(13,121	)		(4,320	)

Financing activities
Proceeds from stock option exercises		2,952			1,312
Deferred payments for acquisitions		—			(1,433	)
Payment of withholding taxes in connection with net settlement of equity awards		(460	)		(601	)
Common stock cash dividend paid		(5,711	)		(4,517	)
Net cash used in financing activities		(3,219	)		(5,239	)

Effect of exchange rate changes on cash and cash equivalents		(146	)		250
Net increase (decrease) in cash and cash equivalents		(1,393	)		(270	)
Cash and cash equivalents at beginning of period		28,244			25,610
Cash and cash equivalents at end of period	$	26,851		$	25,340

Non-cash operating activities
Right-of-use assets obtained in exchange for new operating lease obligations	$	5,070		$	58

Supplemental cash flow information
Cash paid for amounts included in the measurement of operating lease liabilities	$	1,407		$	876
Cash paid for income taxes	$	687		$	277

See accompanying notes to consolidated financial statements.

LeMaitre Vascular, Inc.

Notes to Consolidated Financial Statements

March 31, 2026

(unaudited)

1. Basis of Presentation and Summary of Significant Accounting Policies

Overview

Unless the context requires otherwise, references to LeMaitre, LeMaitre Vascular, and the Company refer to LeMaitre Vascular, Inc. and its subsidiaries. The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying unaudited consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited interim financial statements and related notes have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s financial position as of March 31, 2026, and results of operations for the three months ended March 31, 2026 and 2025, and cash flows for the three months ended March 31, 2026 and 2025, have been made. The Company’s results of operations for the three months ended March 31, 2026, are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2026.

Significant Accounting Policies

A summary of the Company's significant accounting policies is included in Note 1 of the "Notes to Consolidated Financial Statements" contained in its Form 10-K for the year ended December 31, 2025. The Company believes that the consistent application of these policies enables it to provide users of the financial statements with useful and reliable information about its operating results and financial condition.

Beginning in 2026, the Company is self‑insured for certain employee health benefits up to specified retention levels for its US-based employees. The Company records an expense as incurred with a liability for self‑insured risks based on its estimate of the ultimate cost of both reported claims and claims incurred but not yet reported as of the balance sheet date. Expenses are allocated to the applicable employee department on the consolidated statement of operations and liabilities are recorded to accrued expenses on the consolidated balance sheet.

The estimation of self‑insurance liabilities is a significant accounting estimate because it requires judgment and is subject to inherent uncertainty. Key assumptions used in estimating the liability include historical claims experience, claim development patterns, severity and frequency of claims, changes in healthcare costs, legal or regulatory developments, and other factors that may influence the ultimate cost of settling claims. The Company also uses information provided by third‑party administrators and independent actuarial specialists in developing these estimates.

There have been no other significant changes during the three months ended March 31, 2026 in any of the Company's Significant Accounting Policies from those contained in its Form 10-K for the year ended December 31, 2025.

Recently Adopted Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-04, Induced Conversions of Convertible Debt Instruments. The new guidance clarifies the assessment of whether a transaction should be accounted for as an induced conversion or extinguishment of convertible debt when changes are made to conversion features as part of an offer to settle the instrument. The guidance is effective for fiscal years beginning after December 15, 2025, including interim reporting periods within those annual reporting periods, with early adoption permitted, and it can be adopted either on a prospective or retrospective basis. The Company adopted ASU 2024-04 effective

January 1, 2026, on a prospective basis. The adoption did not have a material impact on the Company's consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Modifications to Receivable and Contract Assets. The new guidance reduces the cost and complexity of applying the current expected credit loss model to current accounts receivable and current contract assets for public business entities through a practical expedient to assume that current conditions as of the balance sheet date will continue for the remaining life of assets. The guidance is effective for fiscal years beginning after December 15, 2025, including interim periods within those annual periods, with early adoption permitted on a prospective basis. The Company adopted ASU 2025-05 effective January 1, 2026 and elected the practical expedient. The adoption did not have a material impact on the Company's consolidated financial statements.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03), which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company’s annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently in the process of evaluating the impact of this pronouncement on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other- Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The new guidance modernizes the accounting for internal-use software to current development practices, clarifies when to begin capitalizing costs and enhances disclosure requirements. The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those annual periods, with early adoption permitted, and it can be adopted either on a prospective or retrospective basis. The Company is currently in the process of evaluating the impact of this pronouncement on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvement. The new guidance creates a comprehensive list of required interim disclosures and incorporates a disclosure principle that requires disclosures at interim periods when an event or change that has a material effect on an entity has occurred since the previous year end. The guidance is effective for interim periods within fiscal years beginning after December 15, 2027 and it can be adopted either on a prospective or retrospective basis. The Company is currently in the process of evaluating the impact of this pronouncement on its consolidated financial statements and related disclosures.

2. Investments

Investment Components

The Company invests in short-term marketable securities which include money markets held in the investment portfolios, equity securities, and available-for-sale debt securities. Available-for-sale debt securities are carried at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income (loss). Interest, dividends, and realized gains and losses are recorded in investment income and other income (loss) on the statement of operations.

The components of investments consisted of the following:


	Fair Value Level	Amortized Cost Basis		Gross Unrealized Gain		Gross Unrealized Loss			Fair Value
March 31, 2026	(in thousands)
Corporate debt securities	Level 2	$	204,550	$	8	$	(628	)	$	203,930
United States government agency securities	Level 2		35,341		-		(127	)		35,214
Asset-backed securities	Level 2		40,688		3		(52	)		40,639
Yankee debt securities	Level 2		15,621		-		(40	)		15,581
Commercial paper	Level 2		13,396		-		(23	)		13,373
Certificate of deposits	Level 2		3,537		2		-			3,539
Total debt investments			313,133		13		(870	)		312,276
Money market investments	Level 1		28,106		-		-			28,106
Total short-term marketable securities		$	341,239	$	13	$	(870	)	$	340,382


	Fair Value Level	Amortized Cost Basis		Gross Unrealized Gain		Gross Unrealized Loss			Fair Value
December 31, 2025	(in thousands)
Corporate debt securities	Level 2	$	168,802	$	46	$	(102	)	$	168,746
United States government agency securities	Level 2		53,380		43		-			53,423
Asset-backed securities	Level 2		33,249		35		(1	)		33,283
Yankee debt securities	Level 2		10,599		7		(3	)		10,603
Commercial paper	Level 2		5,618		4		-			5,622
Certificate of deposits	Level 2		1,595		1		-			1,596
Total debt investments			273,243		136		(106	)		273,273
Equity investments	Level 1		19,997		-		-			19,997
Money market investments	Level 1		37,606		-		-			37,606
Total short-term marketable securities		$	330,846	$	136	$	(106	)	$	330,876

As of March 31, 2026, certain available-for-sale securities were in an unrealized loss position. The Company does not intend to sell, and it is more-likely-than-not that the Company will not be required to sell, these securities before recovery of their amortized cost basis. Accordingly, the Company concluded that no credit losses were required to be recognized as of March 31, 2026.

Contractual Maturities

The contractual maturities of available-for-sale debt securities as of March 31, 2026 were as follows:


	March 31, 2026
	Amortized Cost Basis		Fair Value
	(in thousands)
Due in one year or less	$	219,563	$	219,066
Due after one year through five years		121,676		121,316
Total	$	341,239	$	340,382

3. Inventory and Other Deferred Costs

Inventory and other deferred costs consisted of the following:


	March 31, 2026		December 31, 2025
	(in thousands)
Raw materials	$	21,173	$	20,892
Work-in-process		1,729		2,922
Finished products		34,865		34,432
Other deferred costs		13,053		12,176
Total inventory and other deferred costs	$	70,820	$	70,422

The Company had inventory on consignment at customer sites of $1.5 million and $1.6 million as of March 31, 2026, and December 31, 2025, respectively.

In connection with the Company’s RestoreFlow allograft business, other deferred costs include costs incurred for the preservation of human tissues available for shipment, tissues currently in active processing, and tissues held in quarantine pending release to implantable status. By federal law, human tissues cannot be bought or sold. Therefore, the tissues the Company preserves are not held as inventory, and the costs the Company incurs to procure and process vascular tissues are instead accumulated and deferred. These costs include fixed and variable overhead costs associated with the cryopreservation process, including primarily direct labor costs, tissue recovery fees, inbound freight charges, indirect materials, and facilities costs. The Company expenses general and administrative expenses and selling expenses associated with the provision of these services as incurred.

4. Goodwill and Other Intangible Assets

There was no change to goodwill during the three months ended March 31, 2026. Other intangible assets consisted of the following:


	March 31, 2026						December 31, 2025
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Value		Amortization		Value		Value		Amortization		Value
	(in thousands)
Product technology and intellectual property	$	29,549	$	21,861	$	7,688	$	29,549	$	21,290	$	8,259
Trademarks, tradenames and licenses		3,767		2,672		1,095		3,767		2,599		1,168
Customer relationships		39,366		17,070		22,296		39,366		16,356		23,010
Other intangible assets		2,255		1,660		595		2,255		1,603		652

Total identifiable intangible assets	$	74,937	$	43,263	$	31,674	$	74,937	$	41,848	$	33,089

Intangible assets consist primarily of customer relationships, purchased developed technology, trademarks, licenses, and non-compete provisions, and are amortized over their estimated useful lives. The weighted-average amortization period for these intangibles as of March 31, 2026, is 7.7 years. The Company includes amortization expense in general and administrative expense as follows:


	Three months ended March 31,
	2026		2025
	(in thousands)
Amortization expense	$	1,415	$	1,420

Estimated amortization expense for the remainder of 2026, and for each of the next five fiscal years, based upon intangible assets at March 31, 2026, is as follows:


	Year ended December 31,
	2026		2027		2028		2029		2030		2031
	(in thousands)
Amortization expense	$	4,150	$	5,252	$	4,853	$	4,820	$	3,778	$	2,643

5. Accrued Expenses and Other Long-term Liabilities

Accrued expenses consisted of the following:


	March 31, 2026		December 31, 2025
	(in thousands)
Compensation and related taxes	$	10,287	$	18,286
Accrued inventory purchases		4,189		4,197
Accrued expenses		3,415		2,752
Income and other taxes		5,276		1,661
Accrued interest		719		1,797
Professional fees		44		172
Other		1,338		546
Total	$	25,268	$	29,411

Other long-term liabilities consisted of the following:


	March 31, 2026		December 31, 2025
	(in thousands)
Acquisition-related liabilities		471		624
Income taxes		494		504
Other		346		340
Total	$	1,311	$	1,468

6. Income Taxes

As part of the process of preparing its consolidated financial statements, the Company is required to determine its income taxes in each of the jurisdictions in which it operates. This process involves the Company estimating its actual current tax expense together with assessing temporary differences resulting from recognition of items for income tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the Company’s consolidated balance sheet. The Company must then assess the likelihood that its deferred tax assets will be recovered from taxable income during the carryback period or in the future; and to the extent the Company believes that recovery is not more likely than not, the Company must establish a valuation allowance. To the extent the Company establishes a valuation allowance or increases its allowance in a period, the Company must reflect this increase as an expense within the tax provision in the statement of operations. The Company does not provide for income taxes on undistributed earnings of certain foreign subsidiaries, as its intention is to permanently reinvest these earnings.

The Company recognizes, measures, presents, and discloses in its consolidated financial statements any uncertain tax positions that it has taken, or expects to take on a tax return. The Company operates in multiple taxing jurisdictions, both inside and outside the United States, and may be subject to audits from various tax authorities. Management’s judgment is required in determining the Company’s provision for income taxes, deferred tax assets and liabilities, liabilities for uncertain tax positions, and any valuation allowance recorded against the Company’s net deferred tax assets. The Company monitors the realizability of its deferred tax assets and will adjust the valuation allowance accordingly.

The Company’s policy is to classify interest and penalties related to unrecognized tax benefits as income tax expense. The Company’s 2026 income tax expense varies from the statutory rate mainly due to the generation of federal and state tax credits, permanent items, different statutory rates from its foreign subsidiaries, and discrete stock option exercises. The Company’s 2025 income tax expense varied from the statutory rate mainly due to the generation of federal and state tax credits, permanent items, different statutory rates from its foreign subsidiaries, and discrete stock option exercises.

The Company has reviewed the tax positions taken, or to be taken, in its tax returns for all tax years currently open to examination by a taxing authority. As of March 31, 2026, the gross amount of unrecognized tax benefits exclusive of interest and penalties was $0.4 million. The Company remains subject to examination until the statute of limitations expires for each remaining respective tax jurisdiction. The statute of limitations will be open with respect to these tax positions until 2031. A reconciliation of beginning and ending amount of the Company’s unrecognized tax benefits is as follows:


	Three months ended March 31, 2026
	(in thousands)
Unrecognized tax benefits as of December 31, 2025	$	410
Additions/adjustments for tax positions of current year		—
Additions/adjustments for tax positions of prior years		9
Reductions for settlements with taxing authorities		—
Reductions for lapses of the applicable statutes of limitations		—
Unrecognized tax benefits as of March 31, 2026	$	419

As of March 31, 2026, a summary of the tax years that remain subject to examination in the Company’s taxing jurisdictions is as follows:


United States		2022 and forward
Foreign		2017 and forward

7. Convertible Senior Notes

Convertible senior notes consisted of the following:


	March 31, 2026			December 31, 2025
	(in thousands)
Principal amount of convertible senior notes	$	172,500		$	172,500
Less: Current portion of convertible senior notes		—			—
Convertible senior notes, net of current portion		172,500			172,500
Debt discount, net of accretion		(3,633	)		(3,855	)
Convertible senior notes, net of discount and current portion	$	168,867		$	168,645

On December 19, 2024, the Company issued $172.5 million aggregate principal amount of convertible senior notes due 2030 (the "Senior Convertible Notes"), in a Rule 144A private placement to qualified institutional buyers pursuant to an indenture dated December 19, 2024, by and between the Company and U.S. Bank Trust Company, National Association (the “Indenture”).

The Senior Convertible Notes will mature on February 1, 2030, unless earlier repurchased, redeemed, or converted. The proceeds from the issuance of the Senior Convertible Notes were approximately $167.7 million, net of initial purchaser discounts and other debt issuance costs totaling $4.8 million.

The Senior Convertible Notes bear interest at a rate of 2.50% per year and interest is payable semiannually in arrears on August 1 and February 1 of each year. For the three months ended March 31, 2026, the Company made $2.2 million in interest payments. The Company did not make any interest payments for the three months ended March 31, 2025. The initial conversion rate was 8.3521 shares of common stock per $1,000 principal amount of the Senior Convertible Notes, which represents an initial conversion price of approximately $119.73 per share of common stock and a premium of approximately 30% over the closing price of the Company’s common stock on December 16, 2024. In connection with the most recent payment made by the Company on March 26, 2026 of a quarterly cash dividend of $0.25 per share (an increase from the quarterly dividend amount of $0.16 per share as of the time of issuance of the Senior Convertible Notes), the conversion rate of the Senior Convertible Notes was increased to 8.3746 shares of common stock per $1,000 principal amount of the Senior Convertible Notes, which represents a conversion price of approximately $119.41 per share of common stock. A similar adjustment to the conversion rate will be made by the Company upon payment of the quarterly cash dividend of $0.25 on June 4, 2026, and upon payment of subsequent quarterly dividends in excess of $0.16 per share. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events as described in the Indenture.

Noteholders may convert all or a portion of their Senior Convertible Notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2025, if the last reported sale price per share of the Company’s 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; (2) during the five consecutive business days immediately after any five consecutive trading day period in which the trading price per $1,000 principal amount of Senior Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company’s common stock, as described in the Indenture; (4) if the Company calls (or is deemed to have called) any Senior Convertible Notes for redemption; and (5) at any time from, and including, August 1, 2029, until the close of business on the second scheduled trading day immediately before the maturity date. The Company has the right to elect to settle conversions either in cash, shares of its common stock, or in a combination of cash and shares of its common stock.

Additional interest of up to 0.5% per annum is payable if the Company fails to timely file required documents or reports with the SEC or the Senior Convertible Notes become not freely tradable (as defined in the Indenture). The Company determined that the higher interest payments required in certain circumstances were embedded derivatives that should be bifurcated and accounted for at fair value. The Company assessed the value of the embedded derivatives at each balance sheet date and determined they had de minimis value.

Prior to February 5, 2028, the Senior Convertible Notes will not be redeemable. On or after February 5, 2028, until the 40th trading day immediately before the maturity date, the Company may redeem for cash all or any portion of the Senior Convertible Notes (subject to the partial redemption limitation set forth in the Indenture), at its option, if the last reported sale price of the

Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30-consecutive-trading-day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. In addition, calling any Senior Convertible Note for redemption will constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) with respect to that Senior Convertible Note, in which case the conversion rate applicable to the conversion of that Senior Convertible Note will be increased in certain circumstances if it is converted after it is called for redemption.

During the three months ended March 31, 2026, the Company recognized $1.1 million in interest expense related to the 2.50% cash coupon of the Senior Convertible Notes and $0.2 million of amortization expense of the debt issuance costs. During the three months ended March 31, 2025, the Company recognized $1.1 million in interest expense related to the 2.50% cash coupon of the Senior Convertible Notes and $0.2 million of amortization expense of the debt issuance costs. As of March 31, 2026, the estimated fair value of the Senior Convertible Notes was $194.6 million compared to $172.3 million as of December 31, 2025. The fair value was determined based on the quoted price of the last trade of the Senior Convertible Notes prior to the end of the reporting period in an inactive market, which is considered as Level 2 in the fair value hierarchy.

8. Stock-Based Compensation

The Company’s Fourth Amended and Restated 2006 Stock Option and Incentive Plan allows for granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock units, performance-based restricted stock units, unrestricted stock awards, and deferred stock awards to its officers, employees, directors, and consultants. The components of stock-based compensation expense included in the consolidated statements of operations are as follows:


	Three months ended
	March 31,
	2026		2025
	(in thousands)
Stock option awards	$	864	$	900
Restricted stock units		669		686
Performance-based restricted stock units		559		460

Total stock-based compensation	$	2,092	$	2,046

Stock-based compensation is included in the Company’s consolidated statements of operations as follows:


	Three months ended
	March 31,
	2026		2025
	(in thousands)
Cost of sales	$	289	$	286
Sales and marketing		307		376
General and administrative		1,272		1,176
Research and development		224		208

Total stock-based compensation	$	2,092	$	2,046

During the three months ended March 31, 2026, the Company did not grant any options, restricted stock units, or performance-based restricted stock units. During the three months ended March 31, 2025, the Company granted 741 options, 1,521 restricted stock units, and 129 performance-based restricted stock units. The Company issued 79,923 and 51,026 shares of common stock following the exercise or vesting of underlying stock options, restricted stock units, and performance-based restricted stock units during the three months ended March 31, 2026 and 2025, respectively.

9. Net Income per Share

The Company computes basic net income per common share by dividing the net income by the weighted average number of shares of common stock outstanding for the period. Diluted net income per common share is computed by dividing net income by the

weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock awards, using the treasury stock method, and outstanding senior convertible notes, using the if-converted method.

A reconciliation of the numerators and the denominators of the basic and dilutive net income per common share computations are as follows:


	Three months ended
	March 31,
	2026		2025
	(in thousands, except per share data)
Numerator:
Net income	$	15,679	$	11,011

Denominator:
Weighted average basic common shares outstanding		22,801		22,570
Effect of dilutive securities:
Options to purchase common stock		174		259
Restricted stock units		24		39
Performance-based restricted stock units		32		31
Weighted average dilutive common shares outstanding		23,031		22,899

Net income per share:
Basic	$	0.69	$	0.49
Diluted	$	0.68	$	0.48

The Company computed the if-converted method to calculate diluted net income per common share regarding the Senior Convertible Notes, noting there was no dilutive effect on the calculations for the three months ended March 31, 2026 and 2025.

The Company has excluded potential dilutive securities from the computation of diluted earnings per common share that would be anti-dilutive to net income per common share. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net income per common share attributable to common shareholders for the periods indicated because including them would have an anti-dilutive effect:


	Three months ended
	March 31,
	2026		2025
	(in thousands)
Convertible senior notes		1,443		1,441
Options to purchase common stock		296		126
Restricted stock units		—		32
Performance-based restricted stock units		—		10
		1,739		1,609

10. Stockholders’ Equity

Share Repurchase Program

On February 19, 2026, the Company’s Board of Directors authorized the repurchase of up to $100.0 million of the Company’s common stock through transactions on the open market, in privately negotiated purchases, or otherwise until February 18, 2027. The repurchase program may be suspended or discontinued at any time. To date the Company has not made any repurchases under this program.

Dividends

In February 2011, the Company’s Board of Directors approved a policy for the payment of quarterly cash dividends on its common stock. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the Board of Directors on a quarterly basis. The dividend activity for the periods presented is as follows:


Record Date	Payment Date	Per Share Amount		Dividend Payment
				(in thousands)
Fiscal Year 2026
March 12, 2026	March 26, 2026	$	0.25	$	5,711
Fiscal Year 2025
March 13, 2025	March 27, 2025	$	0.20	$	4,517
May 15, 2025	May 29, 2025	$	0.20	$	4,520
August 21, 2025	September 4, 2025	$	0.20	$	4,535
November 20, 2025	December 4, 2025	$	0.20	$	4,538

On April 28, 2026, the Company’s Board of Directors approved a quarterly cash dividend on its common stock of $0.25 per share payable on June 4, 2026, to stockholders of record at the close of business on May 21, 2026.

11. Commitments and Contingencies

Operating Leases

The Company determines if an arrangement is a lease at inception of the contract. The Company has operating leases for buildings, primarily for office space, manufacturing, and distribution, as well as automobiles and printing equipment. As of March 31, 2026, the Company had the following building and facility leases capitalized on the balance sheet:


Location (leases)	Purpose	Expiration

Americas
Vaughan, Canada	Canada sales office and distribution	July 2026
Fox River Grove, IL (2)	RestoreFlow allografts business	December 2026
North Brunswick, NJ	Artegraft biologic business	October 2029
Burlington, MA (2)	Corporate headquarters and US distribution	December 2030
Billerica, MA	US distribution	December 2032
Burlington, MA (4)	Corporate headquarters and manufacturing	December 2034

Europe, Middle East and Africa
Milan, Italy	Italy sales office and distribution	September 2027
Madrid, Spain	Spain sales office and distribution	June 2029
Hereford, England	United Kingdom sales office and distribution	October 2029
Maisons-Alfort, France	France sales office and distribution	February 2030
Glattbrugg, Switzerland	Switzerland sales office and distribution	February 2030
Dublin, Ireland	Ireland sales office and distribution	September 2030
Sulzbach, Germany	European headquarters and distribution	June 2031

Asia Pacific
Bangkok, Thailand	Thailand sales office and distribution	August 2026
Seoul, Korea	Korea sales office and distribution	April 2027
Tokyo, Japan	Japan sales office and distribution	July 2027
Shanghai, China	China sales office and distribution	October 2027
Singapore	Asia Pacific headquarters and distribution	June 2028
Docklands, Australia	Australia sales office and distribution	April 2030
Ballarat, Australia	Supply facility	December 2030

Operating lease right-of-use (ROU) assets and operating lease liabilities are recognized based on the present value of the future lease minimum payments over the lease term at commencement date. Many of the lease agreements contain renewal or termination clauses that are factored into the determination of the lease term if it is reasonably certain that these options would be exercised. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.

None of the Company’s noncancelable lease payments include non-lease components such as maintenance contracts. The Company generally reimburses the landlord for direct operating costs associated with the leased space. The Company has no subleases, and there are no residual value guarantees associated with, or restrictive covenants imposed by, any of its leases. The Company held no assets under finance leases as of March 31, 2026. The Company elected the package of practical expedients that allow it to omit leases with initial terms of 12 months or less from its balance sheet, which the Company expenses on a straight-line basis over the life of the lease.

The interest rate implicit in lease agreements is typically not readily determinable, and as such the Company used the incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The incremental borrowing rate is defined as the interest the Company would pay to borrow on a collateralized basis.

Additional information with respect to the Company’s leases is as follows:


	Three months ended March 31,
	2026		2025
	(in thousands)
Lease cost
Operating lease cost	$	1,337	$	593
Short-term lease cost		30		27
Total lease cost	$	1,367	$	620

Weighted average remaining lease term - operating leases (in years)		6.1		6.8

Weighted average discount rate - operating leases

LEMAITRE VASCULAR INC 10-Q