MESA LABORATORIES INC /CO/

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

Note*1.* Basis of Presentation andSummary of****Significant Accounting Policies

Nature of Operations

In this Annual Report on Form10-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 APAC, and by independent distributors throughout the world.

As of* March 31, 2026*, we managed our operations infour reportable segments, or divisions:

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.

Page45

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), while the effects of translating the financial statements of foreign 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 functional currencies other than the U.S. dollar are translated into U.S. dollars at period end exchange rates, and results of operations are translated using weighted average 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 in an orderly transaction between market participants. We determine fair value based on the following input hierarchy:

Level1: Quoted prices for identical assets or liabilities in active markets.

Level2: Observable inputs other than prices included in Level1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that arenot active, or other inputs that are observable or that can be corroborated with observable market data.

Level3: Unobservable inputs supported by little orno market activity. Pricing models, discounted cash flow methodologies, and other similar techniques involving significant management judgment or estimation typically require unobservable inputs.

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 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 ofLevel 3 inputs.

See Note3. “Fair Value Measurements” for further information.

Revenue Recognition

Our revenues are derived from sales of products and services. Product sales consist primarily of consumables and hardware, while services consist primarily of maintenance, calibration and testing services.

Revenues are recognized when or as 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 arenot typically offered.

Product sales: Our performance obligations related to product sales generally consist of the promise to sell tangible goods to distributors or end customers. Revenues from consumables and hardware are recognized at the point in time when control transfers to the customer. Control of products sold in the United States and APAC typically transfers upon shipment, whereas control of products sold in Europe more typically transfers upon delivery to the customer site or when customers collect the good from our warehouse.

Page46

Services:We generate service revenues from discrete and ongoing maintenance, calibration and testing services related 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 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 ifno 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.

Purchase orders or formal contracts typically provide evidence of the existence and key terms of arrangements with customers with respect to sales of our products and services. Collectability is assessed through our customer review process and is considered reasonably assured. Payment terms typically require settlement within60 days or less.

We expense commission costs, which are typically our only significant incremental cost to obtain a contract, as incurred. The substantial majority of our contracts have original durations ofone year or less, and we have electednot to disclose the expected timing or allocated transaction prices of remaining performance obligations. Additionally, we have elected tonot assess whether a significant financing component exists when the period between satisfaction of a performance obligation and customer payment isone yearor less.None of our contracts contained significant financing components as of or for the fiscal years ended* March 31, 2026*,2025 or2024.

Contracts with customers* maycontain 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 isnot* 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* mayassign 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 Note2. “Revenue” for further information.

Shipping and Handling

Payments we receive from customers for shipping and handling are included in revenues in our Consolidated Statements of Operations, and 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 costs associated with inventory and materials we purchase are capitalized as a component of inventory on the Consolidated Balance Sheets and are expensed to cost of revenues when the related products are sold.

Unearned Revenues

Certain of our products* maybe sold with associated service contracts that require us to provide repairs, technical support, parts, and various analytical or maintenance services over a specified period of time, generallyone* year. When these contracts are paid in advance, the contract consideration is recorded as an unearned revenue liability and is recognized as revenue ratably over the service period. Customer prepayments related to other products and services are also recorded as unearned revenue liabilities and are recognized as 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***

Trade accounts receivable are reported at net realizable value on the accompanying Consolidated Balance Sheets, adjusted for allowances for credit losses and write-offs. Allowances for credit losses represent our best estimate of expected credit losses from trade accounts receivable. We estimate expected credit losses based on historical experience, current and expected economic and market conditions, and evaluations of the status of our customers’ outstanding receivable balances. When we become aware that a specific customer* maybe unable to meet its financial obligations, we record a specific allowance to reduce the carrying amount of the receivable to the amount reasonably expected to be collected. To mitigate credit risk, we assess the creditworthiness of new and existing customers, establish credit limits, and regularly review outstanding balances and payment histories. In certain circumstances, we may*require customer prepayments or limit future purchases until past due amounts are settled.

Page47

We donot believe our trade accounts receivable represent significant concentrations of credit risk due to our diversified customer base and geographic presence. Actual credit losses* maydiffer from estimated amounts, which could materially affect the provision for credit losses and, therefore, net income (loss). We recorded $1,495, $218, and $790 of expense associated with credit losses for the years ended March 31, 2026*,2025, and2024, respectively.

Cash Equivalents

We classify highly liquid investments with original maturities ofthree months or less at the date of purchase as cash equivalents.No cash equivalents are included on our Consolidated Balance Sheets as of* March 31, 2026* or2025.

Inventories

Inventories are stated at the lower of cost or net realizable value. Inventories are expensed to cost of revenues upon sale to customers using a weighted-average costing methodology. Inventories acquired in business 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. Labor and overhead costs involve estimates based on historical and budgeted costs, expected inflation, expected labor costs and expected standard productivity rates as inputs. The rates are evaluated annually unless specific circumstances require a more frequent review for particular items.

We monitor inventory costs relative to selling prices and perform physical cycle counts throughout the year to assess whether a lower of cost or net realizable value adjustment is necessary. We estimate and maintain inventory reserves for excess or obsolete inventory, shrinkage and scrap. These reserves* mayfluctuate as assumptions change due to new information, discrete events, or changes in our business, such as entering new markets or discontinuing specific products. Once inventory is written down, the reduced amount becomes the new cost basis and isnot* subsequently increased in future fiscal years.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost, net of accumulated depreciation, except for assets acquired in business acquisitions, which are recorded at acquisition-date fair value. Expenditures for major enhancements and improvements that extend the life of assets 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, the related gross carrying amount and accumulated depreciation are derecognized, and any related gain or loss is recognized in our results of operations. In certain circumstances, including business consolidation or facility closure activities, impairment losses or accelerated depreciation* may*be recorded to reflect revised estimates of remaining useful lives for assets designated to be retired from service.

We periodically 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:

Land isnot depreciated. Construction in progress isnot depreciated until placed in service, at which time it is assigned a useful life consistent with the applicable asset category.

Leases

We determine whether an arrangement is or contains a lease at contract inception. If a lease is identified, we classify the lease as either a finance or operating lease. We didnot have any finance leases during any fiscal year presented herein. As of* March 31, 2026*, our operating leases have remaining terms ranging fromone month to 11 years.

Page48

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 donot recognize ROU assets or lease liabilities for leases with original durations of less than12 months, and our short-term leases arenot material.

Operating lease liabilities represent the present value of capitalized lease paymentsnot 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 ASC842.

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 includeone 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 betweenone andthree 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 Note5. “Leases” for further information.

Intangible Assets, Impairment Testing

Our goodwill and other intangible assets result primarily from business acquisitions. Intangible assets with finite lives affect future amortization expense. We could incur impairment losses associated with goodwill and other intangible assets.

We amortize finite-lived intangible assets, which generally have estimated useful lives ranging from three tofifteen years at the time of acquisition, using the straight-line method over their estimated useful lives. We estimate useful lives 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. In determining useful lives, we consider factors such as contractual terms, historical performance, our long-term strategy for using the asset, applicable legal or regulatory 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.

Finite-lived intangibles are assessed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset group* may**not* be recoverable. Events or conditions indicating potential impairment include, but arenot limited to, adverse changes in business or market conditions, changes in the extent or manner in which the assets are used, internal strategic decisions, loss of significant customers, declines in business performance, adverse regulatory changes, or other events that could materially impact future cash flows. If impairment indicators are present, we assess recoverability by comparing the carrying value of the asset or asset group to the undiscounted estimated future cash flows expected to be generated from use of the asset or asset group. If the carrying value isnot recoverable, we estimate fair value using discounted cash flow models and other valuation techniques utilizing Level3 inputs. We recognize impairment losses for the excess of carrying value over estimated fair value as necessary.

Page49

Goodwill isnot 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 thannot 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 arenot 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* maybegin with a qualitative assessment, and quantitative testing is performed i) if we determine it is more likely thannot* that the fair value of a reporting unit is less than the carrying amount, ii) at least everyfive 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 Level3 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 donot* believe our goodwill or other intangible assets were impaired as of* March 31, 2026.* During fiscal year2024, we recorded impairment losses of $156,892 and $117,641 related to goodwill and long-lived intangible assets, respectively.

See Footnote6. “Goodwill and Intangibles” for further information.

Research & Development Costs

We conduct research and development activities for the purpose of 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,third-party consultant costs, and project-related materials. From time to time, we* may*acquire in-process research and development with the intention of developing a saleable product.

Stock-based Compensation

We issue stock‑based awards in the form of full‑value awards and, in prior periods, stock options (collectively, “stock awards”) to employees and non‑employee directors pursuant to the Amended and Restated Mesa Laboratories, Inc.2021 Equity Incentive Plan (the*“2021* Equity Plan”).

The2021 Equity 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 award recipients, the type and timing of awards to be granted, the number of shares underlying each award, vesting schedules and all other terms and conditions of the awards.

Under the2021 Equity Plan, each share underlying a full value time-based award or stock option counts asone share 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.

Page50

RSUs and stock options generally vest in equal installments on the first, second, andthird anniversaries of the grant date. Stock options generally expire aftersix years. PSUs vest upon achievement of specified performance conditions and completion of a requisite service period, generally three years. Awards granted to non‑employee directors generally vestone year from the 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. The2021 Equity Plan includes retiree provisions which result in the acceleration of stock-based compensation expense. For retirement-eligible participants, compensation expense is recognized on a straight-line basis from the grant date through the date the participant becomes retirement-eligible, at which time the participant retains full rights to the awards in accordance 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.

Certain PSUs include a total shareholder return ("TSR") market condition, which compares Mesa's share price to a peer group, generally over athree-year period. Achievement under the plan affects the number of awards that will vest. The TSR condition* mayfunction 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 of20%.* The grant‑date fair value of these awards incorporates the effect of the market condition and is estimated using a Monte Carlo simulation valuation model utilizing Level3 inputs. Compensation expense for TSR awards isnot subsequently adjusted for changes in estimated performance outcomes, provided requisite service is rendered.

The 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, less the present value of expected dividendsnot received during the vesting period. RSUs and PSUs we issue are equivalent to nonvested shares under applicable accounting guidance. Expense for PSUs with non-TSR performance conditions, such as cumulative revenues growth or profitability targets determined by the Board of Directors, is adjusted at each reporting 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.

Stock options, when granted, are valued using the Black-Scholes option pricing model. No stock options were awarded in fiscal year2026 or fiscal year2025.

See Note9. “Stock Transactions and Stock-Based Compensation” for further information.

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 thannot be realized.

From time to time, we engage in transactions in which the tax consequences* maybe 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 mayresult 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 isnot* more likely thannot 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 thannot to be sustained. There is considerable judgment involved in determining whether positions taken on the tax return are more likely thannot to 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 in 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.

Page51

See Note12. “Income Taxes” for further information.

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 year2026 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 havenot 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 Note10. “Net Earnings (Loss) per Share” for EPS calculations for the years ended* March 31, 2026,*2025 and2024.

Weighted average outstanding shares includes awards that havenot yet vested and arenot 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 arenot subject to continued service requirements but havenot yet vested.

LegalContingencies

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 Note13. “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 income and market valuation techniques, which rely heavily on Level3 inputs. These types of analyses require us to make 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 fair value models. Certain adjustments to the assessed fair values of acquired assets or liabilities made subsequent to the acquisition date, but within a measurement periodnot to exceedone 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 arenot consistent with our assumptions and estimates, or if our assumptions and estimates change due to new information, we* maybe exposed to losses. We didnot* acquire any businesses in fiscal year2026 or2025. In the year ended* March 31,*2024, we acquired businesses for total net purchase prices of $87,187.

See Note4. “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 are based on management’s judgment regarding future events and circumstances, the outcomes of which are inherently uncertain. Actual results* may*differ from those estimates.

We have evaluated the estimates used in preparing the consolidated financial statements and identified the following areas for which there is a reasonable possibility that estimates could be materially affected in the near term:

We donot believe that there are any significant risks that havenot already been disclosed in the accompanying Consolidated Financial Statements.

Page52

RecentlyAdopted*** Accounting Pronouncements***

For the year ended* March 31, 2026,we adopted Accounting Standards Update (“ASU”)2023‑09, Income Taxes (Topic740): Improvements to Income Tax Disclosures*. This ASU requires public business entities to provide enhanced disclosures related to the reconciliation of the effective tax rate to the statutory federal, state, and foreign income tax rates, including disaggregation of individual reconciling items when their impact exceeds specified quantitative thresholds. The ASU also requires disaggregated disclosure of income taxes paid (net of refunds received) by federal, state, and foreign jurisdictions, and further disaggregation for specific jurisdictions when amounts exceed defined thresholds. In addition, certain reconciling items must be disaggregated based on their nature, determined by reference to the item’s fundamental characteristics, including the underlying transaction or event that gave rise to the reconciling item and the activity with which it is associated. ASU2023‑09 eliminates the previous requirement to disclose information about unrecognized tax benefits that have a reasonable possibility of significantly increasing or decreasing within the12 months following the reporting date. We adopted ASU2023-09 on a prospective basis, which resulted in the new disclosure requirements presented in Note12, Income Taxes.

Recently Issued Accounting Pronouncements

In* November 2024,the FASB issued ASU2024*-03, "Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses." ASU2024-03 requires that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The ASU is effective for fiscal years beginning after* December 15, 2026 (our fiscal year2028* for annual periods) and interim periods within fiscal years beginning after* December 15, 2027 (our fiscal year2029* for interim periods), with early adoption and prospective or retrospective application permitted. We intend to adopt the standard on a prospective basis and are currently assessing the effect the adoption will have on our consolidated financial statement disclosures.

In* July 2025,the FASB issued ASU2025*-05, Financial Instruments—Credit Losses (Topic326*): Improvements to the Measurement of Credit Losses for Receivables and Contract Assets*. ASU2025-05 introduces a practical expedient that removes the requirement to incorporate macroeconomic forecasts into the* estimation of expected credit losses. The guidance is effective for fiscal years beginning after December 15, 2025,including interim periods within those fiscal years. Prospective adoption is required, and early adoption is permitted. We intend to early adopt ASU2025*-05 for our fiscal year beginning* April 1, 2026,** including interim periods. Upon adoption, we plan to elect the practical expedient allowing us to assume conditions at the balance sheet date will remain unchanged for the remaining life of the asset. We donot* expect adoption to have a material impact on our consolidated financial statements or related* *disclosures.

In* September 2025,the FASB issued ASU2025*-06, Intangibles—Goodwill and Other (Topic350*): Internal-Use Software*. ASU2025-06 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. ASU2025*-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 ASU2025-06 prospectively for our fiscal year beginning* April 1, 2026,including interim periods. We donot* 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 eithernot applicable to us or arenot expected to have a significant impact on our consolidated financial statements.

Note2. Revenue

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

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.

Page53

We also offer maintenance, calibration and testing service contracts.

We disclose revenues consistently with how management evaluates the business, i.e., based on business unit and the nature of goods and services provided.

The following tables present disaggregated revenues from contracts with customers for the years ended* March 31, 2026,*2025 and2024:

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 oftwelve 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:

Page54

Note3. 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 Level1 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 than10% of total trade receivables as of* March 31, 2026*.

The carrying amounts of our 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.

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 Note8**.* "Indebtedness" for further information. While outstanding, we estimated the fair value of the Notes using Level2 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.

There wereno nonrecurring fair value adjustments or transfers between the levels of the fair value hierarchy during the fiscal years ended* March 31, 2026and2025*.

Note4. Significant Transactions

Acquisition of GKE, Fiscal year2024**

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. GKE's strengths in chemical indicators complement SDC's portfolio of biological indicators, as chemical and biological indicators* may*be used in the same sterility validation workflows. Additionally, GKE’s healthcare-focused commercial capabilities in Europe and APAC expand our reach in those markets.

We finalized our purchase price accounting of GKE during fiscal year2024**. 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 and a total of $71,000 borrowed under our line of credit.

During fiscal year2026, we paid the GKE sellers $9,555 to settle an acquisition-related holdback.

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 thetwelve months ended* March 31, 2024.*

Page55

Supplemental unaudited pro-forma information

Combined revenues from Mesa and GKE for fiscal year 2024 would have been approximately $229,260 had the GKE acquisition occurred at the beginning of the earliest 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 thethree 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 donot have sufficient historical detail to eliminate intercompany cost of revenues accurately. As presentation of pro-forma net earnings information would require extensive estimation and couldnot be sourced from sufficiently factual information reasonably aligned with GAAP, it is impracticable for us to disclose pro-forma net earnings information.

Note5. 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:

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

Supplemental cash flow information related to leases was as follows:

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

Page56

**Note6. Goodwill andIntangible **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:

Finite-Lived Intangible Assets

Intangible assets other than goodwill consisted of the following:

Amortization expense for intangible assets was as follows:

Page57

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

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

During fiscal year2024, 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 year2024.

Note7. Supplemental Information

Inventories consisted of the following:

Prepaid expenses and other consisted of the following:

Page58

Property, plant and equipment consisted of the following:

Depreciation expense was as follows:

Accrued payroll and benefits consisted of the following:

Other accrued expenses consisted of the following:

Page59

Note*8***. Indebtedness**

Credit Facility

Our secured credit agreement matures in* April 2029*and includes:

We refer to the agreement in whole as the “Credit Facility.”

Borrowings under our Credit Facility bear interest at a SOFR rate or a base rate, plus an applicable spread that varies with our total net leverage ratio. On* October 10, 2025*we amended the Credit Facility to reduce the range of the spread from 1.5% -3.0% to 1.25% -2.50%.

The weighted average interest rate on borrowings under the Credit Facility as of* March 31, 2026* was 5.9%.

The financial covenants in the Credit Facility include a maximum leverage ratio of 4.00 to1.00 on each of the quarterly testing dates between* March 31, 2025and March 31, 2026and 3.5 to1.0* on each testing date thereafter. The Credit Facility also stipulates a minimum fixed charge coverage ratio of 1.25 to1.0. 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, 2026,*we were in compliance with all required covenants under the terms of the Credit Facility.

Term Loan

We are required to make quarterly principal payments on the Term Loan. During the year ended* March 31, 2026,we made required 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:

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:

Page60

Revolver

As of* March 31, 2026*, the outstanding balance under our Revolver was $84,500, and $40,500 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 $157 and $269 for the years ended* March 31, 2026*, and* March 31, 2025*, respectively.

The balance of unamortized customary lender fees related to the Revolver was $1,018 and $1,203 as of* March 31, 2026and2025,* 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 bearing interest at a rate of 1.375%. Debt issuance costs related to the Notes, consisting of $2,925 of commissions payable to the initial purchasers and $152 ofthird*-party offering costs, were recorded as a reduction to the carrying amount of the Notes and amortized to interest expense over the life of the Notes.

During fiscal year2025, we repurchased $75,000 principal amount of the Notes in privately negotiated transactions, which resulted in the recognition of a gain on extinguishment of $2,887 recorded in other income for the year ended* March 31, 2025.*

The Notes matured on* August 15, 2025.*Upon maturity, we settled the remaining 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.

The historical net carrying amount of the Notes was as follows:

We recognized interest expense on the Notes as follows:

Note*9***.Stock Transactions and Stock-Based Compensation**

(dollars and shares in thousands, except per share values)

Stock-Based Compensation

On* August 22, 2025,our shareholders approved an amendment to the2021* Equity Plan that increased the number of shares authorized for issuance from 660 shares to 1,156 shares, an increase of 496 shares. There were 537 shares available for future grants under the2021 Equity Plan as of* March 31, 2026*.

Stock-based compensation expense recognized in the Consolidated Financial Statements was as follows:

Page61

Time-Based Restricted Stock Units (RSUs)

RSU activity under the2021 Equity Plan was as follows (shares and dollars in thousands, except per-share data):

For the years ended* March 31, 2025and2024,* the weighted average fair values per RSU granted was $94.30 and $133.30, respectively. Unrecognized stock-based compensation expense for RSUs that we have determined are probable of vesting was $6,749 as of* March 31, 2026* and is expected to be recognized over a weighted average period of 1.9 years.

The following table summarizes RSU valuation information:

Performance-Based Restricted Stock Units (PSUs)

We grant performance-based RSUs to certain key employees. Vesting of the awards is contingent upon meeting certain service conditions, as well as meeting certain performance and/or market conditions.

PSU activity under the2021 Equity Plan was as follows (shares and dollars in thousands, except per-share data):

For the years ended* March 31, 2025* and2024, the average fair value per PSU granted was $102.57 and $132.29, respectively. Unrecognized stock-based compensation expense for PSUs that we have determined probable of vesting was $2,200 as of* March 31, 2026* and is expected to be recognized over a weighted average period of 1.8 years. The total fair value of PSUs vested was $4,289 and $3,492 during the years ended* March 31, 2026and2025,* respectively. There wereno PSUs vested or distributed during the fiscal year2024.

Page62

During the year ended* March 31, 2026*, the Compensation Committee of the Board of Directors created a plan to award 44 PSUs at target (“theFY26 PSUs”) to eligible employees. TheFY26 PSUs are subject to market-based performance conditions measured relative to a selected peer index and service conditions. The market performance measurement period and service period is from* June**15,* 2025 through* June 15, 2028.The number of shares that will be earned is based on market performance and will range from 0% to 200% of the target number of shares. If defined minimum targets arenot* met,no shares will vest.

In* October**2021,* the Compensation Committee of the Board of Directors granted a special long-term equity award consisting of performance stock units subject to both performance and service conditions to our former CEO. Based on actual achievement of the performance metrics as of the performance period ended* March 31, 2024,23 shares were distributed in fiscal years2026* and2025. The remaining 12 shares will vest on* October 27, 2026.The unamortized expense associated with the remaining awards was recorded in full in fiscal year2026* in conjunction with our former CEO’s departure.

Stock Options

During the years ended* March 31, 2026and2025* there wereno options granted. We used the Black-Scholes option-pricing model to estimate the fair value of stock option awards granted in the year ended* March 31, 2024.Our weighted‑average assumptions included an expected life of 3.52 years, expected volatility of 37.8%, a risk‑free interest rate of 4.16%, and an expected dividend yield of 0.07%. The weighted‑average Black-Scholes grant date fair value per option granted in fiscal2024* was $42.76.

Stock option activity was as follows (shares and dollars in thousands, except per-share data):

The total intrinsic value of stock options exercised was $24 during each of the years endedMarch 31, 2025 and2024. Unrecognized stock-based compensation expense for stock options expected to vest as of* March 31, 2026* was $104 and is expected to be recognized over a weighted average period of 0.5 years. The total fair value of options vested waszero, $2,168, and $2,749 during the years ended* March 31, 2026,*2025 and2024, respectively.

Repurchases and Treasury Stock

In* November 2005,our Board of Directors approved a program to repurchase up to 300 shares of our outstanding common stock. Under the program, shares of common stock maybe purchased from time to time in the open market at prevailing prices or in negotiated transactions off the market. Shares of common stock repurchased will be cancelled and repurchases of shares of common stock will be funded through existing cash reserves. There wereno repurchases of our shares of common stock under this plan during the years ended March 31, 2026*,2025 or2024. As of* March 31, 2026*, we have repurchased 162 shares under this plan.

Page63

Under applicable law, Colorado corporations arenot permitted to retain treasury stock. The price paid for repurchased shares is allocated between common stock and retained earnings based on management’s estimate of the original sales price of the underlying shares.

CEO Transition and Retention Awards

On* March 9, 2026,we announced the departure of our former CEO. As a result, we recognized approximately $3,700 of incremental stock‑based compensation expense in March 2026,consisting of accelerated recognition of previously unrecognized expense for awards that wereno* longer subject to service conditions, partially offset by forfeitures.

In connection with the CEO departure, we granted retention RSUs to certain key executives during fiscal year2026. These awards are subject to service conditions and will vest in equal installments on the first,second andthird anniversaries of the grant date. The effects of our former CEO's departure and the retention awards are reflected in the tables above.

Subsequent to our fiscal year end, we awarded our new CEO a sign-on equity award consisting of 35 RSUs. The total grant-date fair value of the award was approximately $3,000. The award is subject to service conditions and will vest evenly on the first,second andthird anniversaries of the grant date.

Note10. Net Earnings (Loss) Per Share

(dollars and shares in thousands, except per share values)

The following table presents a reconciliation of the denominators used in the computation of basic and diluted net (loss) earnings per share:

Page64

The following contingently issuable stock awards were excluded from the calculation of diluted EPS as their inclusion would be anti-dilutive:

Stock awards are potentially dilutive securities and as such are excluded from the calculation of diluted EPS if their inclusion would be antidilutive, or if achievement of performance-based thresholds as of our reporting date wouldnot result in the awards vesting. Shares underlying the Notes were also potentially dilutive until maturity on* August 15, 2025;however, these shares have been excluded from the diluted EPS calculation for the years ended March 31, 2026,*2025 and2024 as the impact of the assumed conversion of the Notes calculated under the if-converted method was anti-dilutive in each period.

Note*11***. Employee Benefit Plan****s**

We adopted the Mesa Laboratories, Inc.401(k) Retirement Plan effective* January 1, 2000.Under this plan, we match 100% of thefirst* 4% of eligible pay contributed by each eligible employee, and contributions vest immediately. Participation is voluntary, and employees are eligible on thefirst day of the month following their start date. Our contributions to the Mesa Laboratories, Inc.401(k) retirement plan were $1,711, $1,645 and $2,078 during the years ended* March 31, 2026,*2025 and2024, respectively.

Note*12***. Income Taxes**

Provision for Income Taxes

Earnings (loss) before income taxes was as follows:

The components of our provision for income taxes were as follows:

Page65

The reconciliation of the U.S. federal statutory rate of 21% to the effective income tax rate for the year ended* March 31, 2026,following the adoption of ASU2023*-09 is as follows:

Page66

The reconciliation of the U.S. federal statutory rate of 21% to the effective income tax rate for the years ended* March 31, 2025and2024,* prior to the adoption of ASU2023-09 is as follows:

Cash Paid for Income Taxes

We made income tax payments, net of refunds received, during the year ended* March 31, 2026*as follows:

For fiscal year2026, Montana, Germany, France and China cash taxes paid equaled or exceeded5% of total income taxes paid.No other jurisdiction comprised5% or more of total income taxes paid.

Page67

Deferred Tax Assets and Liabilities

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets (liabilities) were as follows:

Valuation Allowance

In assessing the realizability of deferred tax assets, management considers whether it is more likely thannot that some portion or all of the deferred tax assets will be realized. In evaluating the need for a valuation allowance, management takes into account various factors, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations. Based on this evaluation, we have concluded that a valuation allowance is necessary on our U.S. and certain German operations and we donot expect to fully realize our deferred tax assets as of* March 31, 2026*.

The following table summarizes the changes in our valuation allowance for deferred tax assets:

Page68

Net Operating Loss Credit and Carryforwards

As of* March 31, 2026*, we had U.S. and Foreign net operating loss (“NOL”) carryforwards consisting of the following:

As of* March 31, 2026*, we had U.S. tax credit carryforwards consisting of the following:

Undistributed earnings in foreign subsidiaries

For the year ended* March 31, 2026*, provisions havenot been made for income taxes on undistributed earnings that were deemed permanently reinvested in foreign subsidiaries at* March 31, 2026*. Determination of the amount of unrecognized deferred income tax liabilities on these earnings isnot practicable because such liability, if any, depends on certain circumstances existing if and when remittance occurs. A deferred tax liability will be recognized if and when weno longer plan to permanently reinvest these undistributed earnings.

Uncertain Tax Positions

As of* March 31, 2026*, we hadno gross unrecognized tax benefits. We recognize any interest and penalties accrued on uncertain income tax positions in other expense and general and administrative expense, respectively. Interest and penalties included in other long-term liabilities on our accompanying Consolidated Balance Sheets were$0 for each of the years ended* March 31, 2026,*2025 and2024. We donot expect a material change in unrecognized tax benefits or interest in the next12 months.

Page69

Income Tax Examinations

We file income tax returns in the U.S. various states and foreign jurisdictions. In the normal course of business, we are subject to examination by taxing authorities throughout the world. The tax year ended* March**31,* 2024 for Mesa Laboratories, Inc. is under review by the U.S. Internal Revenue Service.

The following tax years remain subject to examination:

Note13. Commitments and Contingencies

We are party to various legal proceedings arising in the ordinary course of business.

During fiscal2026, a civil complaint was filed against Mesa in the United States District Court for the Northern District of Ohio alleging, among other things, misappropriation of trade secrets and tortious interference with a contract in connection with the departure of a former executive of athird party and that individual’s subsequent employment with Mesa. The complaint seeks injunctive relief, monetary damages, attorneys’ fees, and other remedies. Mesa denies the allegations and intends to vigorously defend itself. Due to the early stage of the proceedings, we are unable to predict the outcome of this matter or reasonably estimate the amount of any potential loss, if any. While it is reasonably possible that the resolution of this matter could result in a loss to Mesa, which* maybe material, we havenot* recorded an accrual as of* March**31,* 2026, as any such loss cannot be reasonably estimated at this time.

Other than as described above, as of* March 31, 2026*, we arenot party to any legal proceeding that management believes could have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

Note14. Segment Data

Segment information is prepared on the same basis that our chief operating decision maker, our CEO, uses to assess performance, allocate resources, evaluate financial results, and make key operating decisions. Ourfour reportable segments are organized primarily by the nature of the goods and services they sell. Our CODM regularly reviews segment-level U.S. GAAP revenues and gross profit relative to forecasted and prior period amounts, as well as non-GAAP adjusted operating expense compared to budgeted amounts. Our CODM also reviews non-GAAP organic revenues growth and non-GAAP adjusted operating income to support strategic planning and resource development. The accounting policies of our operating segments are the same as those described in Note1**. "Description of Business and Summary of Significant Accounting Policies.

Effective* April 13, 2026,Dr. Siddhartha Kadia began his tenure as Mesa’s CEO and CODM. The presentation of segment information below is consistent with the manner in which our segments were evaluated and operated throughout fiscal year2026.*

Page70

The following tables set forth our segment information:

Page71

The following table sets forth inventories by reportable segment. Our CODM isnot provided with any other segment asset information.

The following table sets forth a summary of long-lived assets by geographic area. Long-lived assets exclude goodwill and intangible assets acquired in a business combination, deferred tax assets and other non-tangible assets.

Revenues from external customers are attributed to individual countries based upon the location to which the product is shipped or exported, as follows:

No customer accounts for10% or more of our consolidated revenues.No foreign country exceeds10% of total revenues.