Park Dental Partners, Inc.

DEF 14A 1 tm2610755-3_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF

THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

☐

Preliminary Proxy Statement

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Definitive Proxy Statement

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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

PROXY STATEMENT

NOTICE OF ANNUAL MEETING OF

SHAREHOLDERS

May 29, 2026

8:00 a.m. Central Time

LETTER FROM OUR CHIEF EXECUTIVE OFFICER

Fellow Shareholders:

Thank you for your continued support of Park Dental Partners, Inc. (the “Company”). I appreciate the opportunity to update you on the Company and to invite you to participate in the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) — Our first annual meeting of Shareholders.

ABOUT PARK DENTAL PARTNERS

Park Dental Partners, Inc. is a dental resource organization (“DRO”) that provides administrative and other support services to affiliated general and multi-specialty dental practices through long-term administrative resources agreements. Our affiliated dental practices have been in operation since the founding of Park Dental in 1972. Our principal executive offices are located at 2200 County Road C West, Suite 2210, Roseville, Minnesota 55113.

2025 FOCUS AREAS

During 2025, we continued to develop our public-company governance framework. Our Board of Directors currently consists of seven directors, and we have established standing committees, including an Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee. In July 2025, the Company adopted a code of ethics and business conduct applicable to our non-employee directors, principal executive officer, principal financial officer, and employees in accordance with applicable rules and regulations of the SEC and the NASDAQ Stock Market.

We also remained focused on supporting our affiliated dental practices and strengthening the infrastructure that underpins the Company, including administrative operations, governance, and oversight. In December 2025, Park Dental Partners, Inc. achieved a significant milestone by becoming a publicly-traded company on the NASDAQ Stock Market under the ticker symbol PARK.

INNOVATIVE GOVERNANCE MODEL FOR OUR PRACTICING PROFESSIONALS

A defining element of Park Dental Partners, Inc. is our governance model designed to preserve the voice of our practicing professionals. We believe this model is innovative because it embeds the voice of practicing affiliated dentists into Board composition through formal appointment rights tied to clinical practice and common ownership, rather than relying solely on direct equity ownership or informal advisory input. Our amended and restated bylaws provide DDS Advisor LLC with the right to appoint a minimum of three directors to our Board of Directors (one in each class of directors). DDS Advisor LLC, an entity affiliated by common holders, does not hold any direct equity interest in the Company and has no operations; it is affiliated by common holders, as the members of DDS Advisor LLC must, at a minimum, be both (i) a practicing dentist of an affiliated dental practice and (ii) a common shareholder of Park Dental Partners, Inc. Dentists of our affiliated dental practices meeting certain criteria focused on years of practice with the group elect a five-person Board of Governors of DDS Advisor LLC. This Board then appoints one director in each class of our Board of Directors.

If the number of directors constituting the whole Board is increased to more than seven, the number of directors that DDS Advisor LLC is entitled to appoint increases proportionately so that for every two newly created directorships, DDS Advisor LLC is entitled to appoint one of the two newly created directorships.

ANNUAL MEETING AND YOUR VOTE

The Annual Meeting of Shareholders will be held on May 29, 2026, at 8:00 a.m. Central Time at the Company’s principal executive offices located at 2200 County Road C West, Suite 2210, Roseville, Minnesota 55113.

At the Annual Meeting, shareholders will be asked to consider and vote on the following proposals:

Proposal 1: Election of one (1) director to serve as a Class II director until the 2029 annual meeting of shareholders and until his or her successor is duly elected and qualified.

Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

The Board of Directors recommends a vote “FOR” each of Proposals 1 and 2.

Whether or not you plan to attend the Annual Meeting, please vote as promptly as possible by following the instructions on your proxy card or voting instruction form. Your vote is important.

Thank you for your continued support.

Sincerely,

Peter Swenson

President, Chief Executive Officer and Chairman of the Board

Dated: April 10, 2026

TABLE OF CONTENTS​​​

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 29, 2026

8:00 a.m. Central Time

Park Dental Partners, Inc.,

2200 County Road C West, Suite 2210,

Roseville, Minnesota 55113

Proxy materials are first being mailed to shareholders on or about April 14, 2026.

To the Shareholders of Park Dental Partners, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Park Dental Partners, Inc. (the “Company”) will be held on May 29, 2026, at 8:00 a.m. Central Time at the Company’s principal executive offices located at 2200 County Road C West, Suite 2210, Roseville, Minnesota 55113 (the “Annual Meeting”), for the following purposes:

To elect one (1) director to serve as a Class II director until the 2029 annual meeting of shareholders and until their successor(s) are duly elected and qualified (Proposal 1).

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To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (Proposal 2).

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To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

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The Board of Directors recommends a vote “FOR” each of Proposals 1 and 2.

Record Date; Voting

Only shareholders of record at the close of business on March 30, 2026 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. Each share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and 2,093,865 shares of unvested restricted stock outstanding on the Record Date entitle the holder to one vote on each matter submitted to shareholders at the Annual Meeting.

Proxy Statement and Proxy Card

This notice and the accompanying proxy statement and form of proxy are being furnished in connection with the solicitation of proxies by the Board of Directors for use at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote as promptly as possible by following the instructions on your proxy card or voting instruction form.

By Order of the Board of Directors,

Jean Lind, Secretary

April 10, 2026

TABLE OF CONTENTS​​​​

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Park Dental Partners, Inc. for use at the Annual Meeting to be held on May 29, 2026, and at any adjournment or postponement thereof. In addition to solicitations by mail, our directors, officers and employees may solicit proxies in person, by telephone or by electronic communication, although they will receive no additional compensation for doing so. We have engaged Broadridge Financial Solutions, Inc. to assist in the distribution of proxy materials and the solicitation of proxies. Broadridge will receive customary fees and reimbursement of reasonable out-of-pocket expenses for these services. The Company will bear the entire cost of the solicitation of proxies, including the costs of preparing, printing, mailing and distributing proxy materials and any fees and expenses payable to Broadridge.

ANNUAL MEETING INFORMATION

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on May 29, 2026.

The Company’s Notice of Annual Meeting of Shareholders, Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Proxy Materials”) are available on the Internet at: https://investors.parkdentalpartners.com/financial-information/sec-filings (the “Proxy Materials Website”).

This communication presents only an overview of the more complete Proxy Materials that are available to you on the Internet. We encourage you to access and review all of the Proxy Materials before voting.

How to request a paper or email copy of the Proxy Materials: You may request a paper copy of the Proxy Materials, or an email copy of the Proxy Materials, at no cost, by any of the following methods:

Internet: https://investors.parkdentalpartners.com/shareholder-services/contact-ir

Telephone: (763) 233-3377

Email: IR@ParkDentalPartners.com

Mail: Park Dental Partners, Inc., 2200 County Road C West, Suite 2210, Roseville, Minnesota 55113,

Attention: Christopher J. Bernander

Requests must be received by April 30, 2026, to allow sufficient time to process and send you the requested materials before the Annual Meeting.

Virtual Attendance / Audio Access to the Annual Meeting

The Annual Meeting will be held in person at 2200 County Road C West, Suite 2210, Roseville, Minnesota 55113. The meeting will also be broadcast over a Microsoft Teams conference line.