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TACTILE SYSTEMS TECHNOLOGY INC

For the period ended Sep 30, 2026. Filed Nov 2, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 2, 2026

TCMD$26.62+0.1%Stored close · as of Nov 10, 2026

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Item 1. Financial Statements

​​​​​​​
Tactile Systems Technology, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
​ · ​ ​ ​ · September 30, · ​ ​ ​ · December 31,
(In thousands, except share and per share data) · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Assets · ​ · ​ · ​ · ​ · ​
Current assets​​​​​​
Cash​$75,110​$83,446
Accounts receivable, net​48,304​43,876
Net investment in leases​14,912​15,754
Inventories​15,596​14,025
Income taxes receivable​543​—
Prepaid expenses and other current assets​12,314​8,066
Total current assets​166,779​165,167
Non-current assets​​​​​​
Property and equipment, net​5,685​5,117
Right of use operating lease assets​15,282​13,798
Intangible assets, net​43,721​39,167
Goodwill​​39,554​​31,063
Deferred income taxes​8,695​9,783
Other non-current assets​11,578​9,847
Total non-current assets​124,515​108,775
Total assets​$291,294​$273,942
Liabilities and Stockholders' Equity​​​​​​
Current liabilities​​​​​​
Accounts payable​$11,792​$4,968
Accrued payroll and related taxes​17,470​19,378
Accrued expenses​7,881​8,531
Income taxes payable​—​1,428
Operating lease liabilities​3,245​3,195
Other current liabilities​7,111​3,457
Total current liabilities​47,499​40,957
Non-current liabilities​​​​​​
Accrued warranty reserve, non-current​1,092​1,045
Income taxes payable, non-current​370​275
Operating lease liabilities, non-current​​13,821​12,763
Other non-current liabilities​​1,260​​—
Total non-current liabilities​16,543​14,083
Total liabilities​64,042​55,040
Commitments and Contingencies (see Note 9)​​​​​​
Stockholders’ equity:​​​​​​
Preferred stock, $0.001 par value, 50,000,000 shares authorized; none issued and outstanding as of September 30, 2026 and December 31, 2025​—​—
Common stock, $0.001 par value, 300,000,000 shares authorized; 22,495,939 shares issued and outstanding as of September 30, 2026; 22,438,926 shares issued and outstanding as of December 31, 2025​22​22
Additional paid-in capital​159,108​163,940
Retained earnings​68,122​54,940
Total stockholders’ equity​227,252​218,902
Total liabilities and stockholders’ equity​$291,294​$273,942
​​​​​​​​​​​​​
Tactile Systems Technology, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
​​​​​​​​​​​​​
​​​​​​​​​​​​​
​ · ​ · Three Months Ended · ​ · Nine Months Ended
​ · ​ · September 30, · ​ · September 30,
(In thousands, except share and per share data) · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Revenue​​​​​​​​​​​​
Sales revenue​$82,329​$76,890​$225,784​$199,890
Rental revenue​9,529​8,865​27,039​26,038
Total revenue​91,858​85,755​252,823​225,928
Cost of revenue​​​​​​​​​​​​
Cost of sales revenue​18,400​17,896​51,287​49,270
Cost of rental revenue​2,969​2,858​8,084​7,518
Total cost of revenue​21,369​20,754​59,371​56,788
Gross profit​​​​​​​​​​​​
Gross profit - sales revenue​63,929​58,994​174,497​150,620
Gross profit - rental revenue​6,560​6,007​18,955​18,520
Gross profit​70,489​65,001​193,452​169,140
Operating expenses​​​​​​​​​​​​
Sales and marketing​33,042​29,809​97,786​87,364
Research and development​2,506​2,191​7,783​5,950
Reimbursement, general and administrative​24,657​21,442​71,061​63,474
Intangible asset amortization and contingent consideration​​693​​596​​1,939​​1,848
Total operating expenses​60,898​54,038​178,569​158,636
Income from operations​9,591​10,963​14,883​10,504
Interest income​​560​​667​​1,787​​2,412
Interest expense​​(20)​​(193)​​(67)​​(1,027)
Other income​—​—​—​1
Income before income taxes​10,131​11,437​16,603​11,890
Income tax expense​2,971​3,228​3,421​3,438
Net income​$7,160​$8,209​$13,182​$8,452
Net income per common share​​​​​​​​​​​​
Basic​$0.32​$0.37​$0.58​$0.37
Diluted​$0.31​$0.36​$0.57​$0.36
Weighted-average common shares used to compute net income per common share​​​​​​​​​​​​
Basic​​22,632,801​​22,318,570​​22,624,676​​23,035,461
Diluted​​23,045,862​​22,513,140​​23,136,378​​23,304,900
​​​​​​​​​​​​​​​
Tactile Systems Technology, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · Additional · ​ · ​ · ​ · ​ · ​
​ · ​ · Common Stock · ​ · Paid-In · ​ · Retained · ​ · ​ · ​
(In thousands, except share data) · Shares · Par Value · Capital · Earnings · Total
Balances, June 30, 2026​22,701,241​$23​$162,851​$60,962​$223,836
Stock-based compensation​—​​—​​2,376​​—​​2,376
Exercise of common stock options and vesting of performance and restricted stock units​48,310​​—​​51​​—​​51
Share repurchases​(253,612)​​(1)​​(6,170)​​—​​(6,171)
Net income for the period​—​​—​​—​​7,160​​7,160
Balances, September 30, 2026​22,495,939​$22​$159,108​$68,122​$227,252
​​​​​​​​​​​​​​​
Balances, December 31, 2025​22,438,926​$22​$163,940​$54,940​$218,902
Stock-based compensation​—​​—​​6,416​​—​​6,416
Exercise of common stock options and vesting of performance and restricted stock units​506,381​​1​​247​​—​​248
Share repurchases​(502,762)​​(1)​​(12,527)​​—​​(12,528)
Common shares issued for employee stock purchase plan​53,394​​—​​1,032​​—​​1,032
Net income for the period​—​​—​​—​​13,182​​13,182
Balances, September 30, 2026​22,495,939​$22​$159,108​$68,122​$227,252
​​​​​​​​​​​​​​​
Balances, June 30, 2025​22,292,145​$22​$158,807​$36,097​$194,926
Stock-based compensation​—​​—​​1,814​​—​​1,814
Exercise of common stock options and vesting of performance and restricted stock units​43,437​​—​​—​​—​​—
Net income for the period​—​​—​​—​​8,209​​8,209
Balances, September 30, 2025​22,335,582​$22​$160,621​$44,306​$204,949
​​​​​​​​​​​​​​​
Balances, December 31, 2024​23,883,475​$24​$180,719​$35,854​$216,597
Stock-based compensation​—​​—​​5,819​​—​​5,819
Exercise of common stock options and vesting of performance and restricted stock units​492,447​​—​​10​​—​​10
Share repurchases​(2,143,099)​​(2)​​(26,770)​​—​​(26,772)
Common shares issued for employee stock purchase plan​102,759​​—​​843​​—​​843
Net income for the period​—​​—​​—​​8,452​​8,452
Balances, September 30, 2025​22,335,582​$22​$160,621​$44,306​$204,949
​​​​​​​
Tactile Systems Technology, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
​ · ​ · ​
​ · ​ · Nine Months Ended September 30,
(In thousands) · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Cash flows from operating activities​​​​​​
Net income​$13,182​$8,452
Adjustments to reconcile net income to net cash provided by operating activities:​​​​​​
Depreciation and amortization​​5,223​​5,023
Deferred income taxes​​50​​1,566
Stock-based compensation expense​​6,416​​5,819
Loss on disposal of property and equipment and intangibles​​73​​68
Change in fair value of contingent consideration​​61​​—
Changes in assets and liabilities, net of acquisition:​​​​​​
Accounts receivable, net​​(4,409)​​7,680
Net investment in leases​​842​​(303)
Inventories​​(1,571)​​2,582
Income taxes payable​​(1,876)​​1,025
Prepaid expenses and other assets​​(6,481)​​(5,971)
Right of use operating lease assets​​(376)​​(322)
Accounts payable​​6,773​​2,117
Accrued payroll and related taxes​​(1,908)​​(3,196)
Accrued expenses and other liabilities​​(1,106)​​975
Net cash provided by operating activities​​14,893​​25,515
Cash flows from investing activities​​​​​​
Payments related to acquisition, net of cash acquired​​(6,226)​​—
Purchases of property and equipment​​(2,655)​​(1,870)
Intangible assets expenditures​​(100)​​(88)
Payment for exclusive distribution agreement​​(3,000)​​—
Net cash used in investing activities​​(11,981)​​(1,958)
Cash flows from financing activities​​​​​​
Payments on note payable​​—​​(26,250)
Proceeds from exercise of common stock options​​248​​10
Proceeds from the issuance of common stock from the employee stock purchase plan​​1,032​​843
Payments for repurchases of common stock​​(12,528)​​(26,562)
Net cash used in financing activities​​(11,248)​​(51,959)
Net decrease in cash​​(8,336)​​(28,402)
Cash – beginning of period​​83,446​​94,367
Cash – end of period​$75,110​$65,965
​​​​​​​
Supplemental cash flow disclosure​​​​​​
Cash paid for interest​$59​$836
Cash paid for taxes​$5,238​$899
Accrued excise tax on stock repurchases​$—​$210
Capital expenditures incurred but not yet paid​$129​$224
Fair value of contingent consideration included in purchase consideration​$4,863​$—

Tactile Systems Technology, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Nature of Business and Operations

Tactile Systems Technology, Inc. (“we,” “us,” “our,” and the “Company”) manufactures and distributes medical devices for the treatment of patients with underserved chronic diseases in the home. Our lymphedema product portfolio includes the Flexitouch® Plus, Entre™ Plus, and Nimbl compression device systems, which help manage the symptoms of lymphedema, a chronic and progressive medical condition. We market these products through a direct sales force that engages healthcare providers involved in the diagnosis and treatment of lymphedema, including vascular specialists, vein and wound care clinicians, oncology providers, and certified lymphedema therapists throughout the United States. Our lymphedema products are prescribed for home use and are sold or rented to patients through commercial and government channels, including the Department of Veterans Affairs.

On September 8, 2021, we acquired the assets of the AffloVest airway clearance business (“AffloVest Acquisition”). AffloVest is a portable, wearable vest that treats patients with chronic respiratory conditions. We sell this device through home medical equipment and durable medical equipment (“DME”) providers throughout the United States.

On February 17, 2026, we acquired all outstanding equity interests of LymphaTech, Inc. (“LymphaTech”). LymphaTech is a medical technology company pioneering a digital, three-dimensional (“3D”) full body measurement and monitoring platform designed specifically for lymphedema.

On April 24, 2026, we entered into a 3-year exclusive distribution agreement with ElastiMed, Inc. to bring MyoSleeve™, a discreet, wearable non-pneumatic compression device for the lower leg, to Department of Veterans Affairs (“VA”) and Department of Defense (“DoD”) patients across the United States. Under the agreement, we received exclusive rights to distribute MyoSleeve through the VA and DoD channels and limited non-exclusive distribution rights in the broader U.S. commercial market, subject to certain contractual conditions. In exchange for these rights, we made a$3.0 million upfront payment in the second quarter of 2026, which was recorded as an intangible asset and will be amortized on a straight-line basis beginning on the date the product is commercially available for sale, which is expected to be in the fourth quarter of 2026.

We were originally incorporated in Minnesota under the name Tactile Systems Technology, Inc. on January 30, 1995. During 2006, we established a merger corporation and subsequently, on July 21, 2006, merged with and into this merger corporation, resulting in our reincorporation as a Delaware corporation. The resulting corporation assumed the name Tactile Systems Technology, Inc. In September 2013, we began doing business as “Tactile Medical.”

On August 2, 2016, we closed the initial public offering of our common stock, which resulted in the sale of 4,120,000 shares of our common stock at a public offering price of$10.00 per share. We received net proceeds from the initial public offering of approximately$35.4 million, after deducting underwriting discounts and approximately$2.9 million of transaction expenses.

On February 27, 2023, we closed on a public offering of 2,875,000 shares of our common stock at a public offering price of$13.00 per share. We received net proceeds from this offering of$34.6 million after deducting underwriting discounts, commissions, and offering expenses.

Our business is affected by seasonality. In the first quarter of each year, when most patients have started a new insurance year and have not yet met their annual out-of-pocket payment obligations, we experience substantially reduced demand for our products. We typically experience higher revenue in the third and fourth quarters of the year when patients have met their annual insurance deductibles, thereby reducing their out-of-pocket costs for our products, and because patients desire to exhaust their flexible spending accounts at year end. This seasonality applies only to purchases and rentals of our products by patients covered by commercial insurance and is not relevant to Medicare, Medicaid or the Veterans Administration, as those

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

Note 2. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included.

The results for the nine months ended September 30, 2026, are not necessarily indicative of results to be expected for the year ending December 31, 2026, or for any other interim period or for any future year. The condensed consolidated interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Tactile Systems Technology, Inc. and its wholly owned subsidiaries, Swelling Solutions, Inc. and LymphaTech, Inc. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and to disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Note 3. Summary of Significant Accounting Policies

Significant Accounting Policies

There were no material changes in our significant accounting policies during the nine months ended September 30, 2026. See Note 3 – “Summary of Significant Accounting Policies” to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, for information regarding our significant accounting policies.

Business Segments

The Company operates asone operating segment. The Company's Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer, who reviews financial information presented on a consolidated basis. The CODM uses consolidated net income (loss) as the measure of segment profit or loss. Significant segment expenses are those expenses reported in the Condensed Consolidated Statements of Operations. The CODM assesses performance for the segment, allocates resources and monitors budget versus actual results using consolidated revenue and net income (loss) which is reflected in the Condensed Consolidated Statements of Operations.

Accounting Pronouncements Not Yet Adopted

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” which modernizes the accounting for internal-use software costs to better align with the way that software is currently developed. The update

removes all references to the project stages of software development and establishes two criteria that must be met to begin capitalizing software costs. This update is effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect that this standard will have on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” which requires entities to disclose additional information about specific expense categories in the notes to financial statements on an annual and interim basis. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect that this standard will have on its consolidated financial statements and related disclosures.

Note 4. Inventories

Inventories consisted of the following:

​ · ​ · ​ · ​ · ​ · ​ · ​
(In thousands)​ ​ ​At September 30, 2026​ ​ ​At December 31, 2025
Finished goods​$4,508​$5,280
Component parts and work-in-process​11,088​8,745
Total inventories​$15,596​$14,025

Note 5. Goodwill and Intangible Assets

Goodwill

In the third quarter of fiscal 2021, we completed the AffloVest Acquisition. The purchase price of the AffloVest product line exceeded the net acquisition-date estimated fair value amounts of the identifiable assets acquired and the liabilities assumed by$31.1 million, which was assigned to goodwill. In the first quarter of fiscal 2026, we completed the acquisition of LymphaTech. The purchase price of LymphaTech exceeded the net acquisition-date estimated fair value amounts of the identifiable assets acquired and the liabilities assumed by$8.5 million, which was assigned to goodwill.

The changes in the carrying amount of goodwill were as follows:

​​​​
(In thousands) · ​ · ​
Goodwill at December 31, 2025​$31,063
Addition for acquisition​​8,491
Goodwill at September 30, 2026​$39,554

Intangible Assets

Our patents and other intangible assets are summarized as follows:

​​​​​​​​​​​​
​ · ​ · Weighted- · ​ · At September 30, 2026
​ · ​ · Average · ​ · Gross · ​ · ​ · ​ · ​
​ · ​ · Amortization · ​ · Carrying · ​ · Accumulated · ​ · Net
(In thousands) · ​ ​ ​ · Period · ​ · Amount · ​ · Amortization · ​ · Amount
Definite-lived intangible assets:​​​​​​​​​​​
Patents​11 years​$1,149​$367​$782
Tradenames​9 years​​370​​23​​347
Customer relationships​8 years​​31,540​​12,136​​19,404
Developed technology​7 years​​16,703​​6,237​​10,466
Other​3 years​​3,000​​—​​3,000
Subtotal​​​​52,762​​18,763​​33,999
Unamortized intangible assets:​​​​​​​​​​​
Tradenames​​​​9,500​​—​​9,500
Patents pending​​​​222​​—​​222
Total intangible assets​​​$62,484​$18,763​$43,721
​​​​​​​​​​​​
​ · ​ · Weighted- · ​ · At December 31, 2025
​ · ​ · Average · ​ · Gross · ​ · ​ · ​ · ​
​ · ​ · Amortization · ​ · Carrying · ​ · Accumulated · ​ · Net
(In thousands) · ​ ​ ​ · Period · ​ · Amount · ​ · Amortization · ​ · Amount
Definite-lived intangible assets:​​​​​​​​​​​
Patents​11 years​$1,083​$318​$765
Customer relationships​9 years​​31,000​​10,280​​20,720
Developed technology​7 years​​13,000​​5,095​​7,905
Subtotal​​​​45,083​​15,693​​29,390
Unamortized intangible assets:​​​​​​​​​​​
Tradenames​​​​9,500​​—​​9,500
Patents pending​​​​277​​—​​277
Total intangible assets​​​$54,860​$15,693​$39,167

Amortization expense was$1.1 million and$0.9 million for the three months ended September 30, 2026 and 2025, respectively, and$3.1 million and$2.8 million for the nine months ended September 30, 2026 and 2025, respectively, of which$0.4 million and$0.3 million for the three months ended September 30, 2026 and 2025, respectively, and$1.2 million and$0.9 million for the nine months ended September 30, 2026 and 2025, respectively, was recorded in cost of sales revenue. Future amortization expenses are expected as follows:

​​​​
(In thousands)​​​
2026 (October 1 - December 31)​ ​ ​$1,273
2027​​5,484
2028​5,484
2029​4,566
2030​4,104
Thereafter​13,088
Total​$33,999

During the third quarter of 2026, the Company performed its annual goodwill impairment assessment using a qualitative evaluation of relevant events and circumstances. Based on this assessment, the Company concluded that it was not more likely than not that the fair value of its reporting unit was less than its carrying

amount. Therefore, a quantitative goodwill impairment test was not performed and no impairment was recognized.

Note 6. Accrued Expenses

Accrued expenses consisted of the following:

​​​​​​​
(In thousands) · ​ ​ ​ · At September 30, 2026 · ​ ​ ​ · At December 31, 2025
Legal and consulting​​1,827​​1,285
Sales and use tax​$1,647​$1,837
Travel​​1,382​​1,424
In-transit inventory​​1,078​​1,931
Warranty​​864​​1,285
Clinical studies​​7​​64
Other​1,076​705
Total​$7,881​$8,531

Note 7. Warranty Reserves

The activity in the warranty reserve during and as of the end of the reporting periods presented was as follows:

​​​​​​​​​​​​​
​ · ​ · Three Months Ended · ​ · Nine Months Ended
​ · ​ · September 30, · ​ · September 30,
(In thousands) · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Beginning balance​$2,183​$2,636​$2,330​$2,993
Warranty provision​353​458​1,358​1,379
Processed warranty claims​(580)​(570)​(1,732)​(1,848)
Ending balance​$1,956​$2,524​$1,956​$2,524
​​​​​​​​​​​​​
Accrued warranty reserve, current​$864​$1,403​$864​$1,403
Accrued warranty reserve, non-current​​1,092​​1,121​​1,092​​1,121
Total accrued warranty reserve​$1,956​$2,524​$1,956​$2,524

Note 8. Credit Agreement

On July 31, 2025, we entered into an Amended and Restated Credit Agreement with the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent (the “2025 Credit Agreement”), which amended and restated the credit agreement that we had in place prior to that time (the “Prior Credit Agreement”). The 2025 Credit Agreement provides for a$40.0 million revolving credit facility with a scheduled maturity date of July 31, 2028.

In connection with the entry into the 2025 Credit Agreement, on July 31, 2025, we paid off the full amount outstanding under the term loan that was outstanding under the Prior Credit Agreement, which was$24.4 million (inclusive of principal and interest), using cash on hand. The term loan had been reflected on our condensed consolidated financial statements as a note payable. The 2025 Credit Agreement removed the provisions from the Prior Credit Agreement related to a committed term loan, such that the only term loan related provisions in the 2025 Credit Agreement relate to our ability to request uncommitted incremental term loan facilities and/or an increase in the amount of the revolving loans available under the 2025 Credit Agreement in an amount not to exceed$25.0 million in the aggregate, subject to the satisfaction of certain conditions.

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

margin or (b) Adjusted Term SOFR for an interest period of one, three or six months, at our option, plus the applicable margin. The applicable margin is 0.75% to 1.75% on loans bearing interest at the Base Rate and 1.75% to 2.75% on loans bearing interest at Adjusted Term SOFR, in each case depending on our consolidated total leverage ratio.

The 2025 Credit Agreement provides for a commitment fee at a rate per annum ranging from 0.125% to 0.250% for the unused portion of the revolving credit facility, depending on our consolidated total leverage ratio.

The 2025 Credit Agreement includes financial covenants consisting of a maximum consolidated total leverage ratio covenant and a minimum fixed charge coverage ratio covenant. In addition, the 2025 Credit Agreement includes customary negative covenants, including a restricted payment covenant that permits the Company to repurchase shares of its common stock and make certain other payments, as long as the Company is not in default under the 2025 Credit Agreement, has a consolidated total leverage ratio of no greater than 1.75 to 1.00, and has liquidity of not less than$30.0 million, in each case both before and after giving effect to such stock repurchases or the making of such payments. As of September 30, 2026, we were in compliance with all covenants under the 2025 Credit Agreement.

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

As of September 30, 2026, we hadno outstanding borrowings under the 2025 Credit Agreement.

Note 9. Commitments and Contingencies

Lease Obligations

We lease property and equipment under operating leases, typically with terms greater than 12 months, and determine if an arrangement contains a lease at inception. In general, an arrangement contains a lease if there is an identified asset and we have the right to direct the use of and obtain substantially all of the economic benefit from the use of the identified asset. We record an operating lease liability at the present value of lease payments over the lease term on the commencement date. The related right of use (“ROU”) operating lease asset reflects rental escalation clauses, as well as renewal options and/or termination options. The exercise of lease renewal and/or termination options is at our discretion, and such options are included in the determination of the lease term and lease payment obligations when it is deemed reasonably certain that the option will be exercised. When available, we use the rate implicit in the lease to discount lease payments to present value; however, certain leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement.

We classify our leases as buildings or computer and office equipment and do not separate lease and non-lease components of contracts for any of the aforementioned classifications. In accordance with applicable guidance, we do not record leases with terms that are less than one year on the Condensed Consolidated Balance Sheets.

None of our lease agreements contain material restrictive covenants or residual value guarantees.

Buildings

We lease certain office and warehouse space at various locations in the United States where we provide services. These leases are typically greater than one year with fixed, escalating rents over the noncancelable terms and, therefore, ROU operating lease assets and operating lease liabilities are recorded on the Condensed Consolidated Balance Sheets, with rent expense recognized on a straight-line basis over the term of the lease. The remaining lease terms vary from approximatelyone tosix years as of September 30, 2026.

We entered into a lease (“initial lease”) in October 2018, for approximately 80,000 square feet of office space for our new corporate headquarters in Minneapolis, Minnesota. In December 2018, we amended the initial lease to add approximately 29,000 square feet of additional office space, which is accounted for as a separate lease (“second lease”) in accordance with ASU No. 2016-02, “Leases” (Topic 842) (“ASC 842”). In December 2019, we further amended the lease which extended the expiration date of the initial lease, extended the expiration date of and added approximately 4,000 square feet to the second lease, as well as added approximately 37,000 square feet of additional office space, accounted for as a separate lease (“third lease”) in accordance with ASC 842. The portion of the space covered under the initial lease was placed in service in September 2019. The portion of the space covered under the second lease commenced in September 2020. Finally, the portion of the space covered under the third lease commenced in September 2021. The three portions were recognized as an operating lease and included in the ROU operating lease assets and operating lease liabilities on the Condensed Consolidated Balance Sheets.

Computer and Office Equipment

We also have operating lease agreements for certain computer and office equipment. The remaining lease terms as of September 30, 2026, ranged from less thanone year to approximatelytwo years with fixed monthly payments that are included in the ROU operating lease assets and operating lease liabilities. The leases provide an option to purchase the related equipment at fair market value at the end of the lease. The leases will automatically renew as a month-to-month rental at the end of the lease if the equipment is not purchased or returned.

Lease Position, Undiscounted Cash Flow and Supplemental Information

The table below presents information related to our ROU operating lease assets and operating lease liabilities that we have recorded:

​​​​​​​
(In thousands) · ​ ​ ​ · At September 30, 2026 · ​ ​ ​ · At December 31, 2025
Right of use operating lease assets​$15,282​$13,798
​​​​​​​
Operating lease liabilities:​​​​​​
Current​$3,245​$3,195
Non-current​13,821​12,763
Total​$17,066​$15,958
​​​​​​​
Operating leases:​​​​​​
Weighted average remaining lease term​4.6 years​​4.9 years
Weighted average discount rate​​4.7%​​4.3%
​​​​​​​
​​Nine Months Ended September 30,
​​2026​2025
Supplemental cash flow information for our operating leases:​​​​​​
Cash paid for operating lease liabilities​$2,801​$2,785
Non-cash right of use assets obtained in exchange for new operating lease obligations​$3,415​$—

The table below reconciles the undiscounted cash flows for the periods presented to the operating lease liabilities recorded on the Condensed Consolidated Balance Sheet for the periods presented:

​​​​
(In thousands)​​​
2026 (October 1 - December 31)​$982
2027​​4,020
2028​4,121
2029​4,133
2030​4,146
Thereafter​1,318
Total minimum lease payments​​18,720
Less: Amount of lease payments representing interest​​(1,654)
Present value of future minimum lease payments​​17,066
Less: Current obligations under operating lease liabilities​​(3,245)
Non-current obligations under operating lease liabilities​$13,821

Operating lease costs were$1.0 million and$0.9 million for the three months ended September 30, 2026 and 2025, respectively. Operating lease costs were$2.8 million and$2.7 million for the nine months ended September 30, 2026 and 2025, respectively.

Major Vendors

We had purchases fromone vendor that accounted for 13% and 16% of our total purchases for the three months ended September 30, 2026 and 2025, respectively. We had purchases fromone vendor that accounted for 13% and 14% of our total purchases for the nine months ended September 30, 2026 and 2025, respectively.

Purchase Commitments

We issued purchase orders prior to September 30, 2026, totaling$38.7 million for goods that we expect to receive within the next year.

Retirement Plan

We maintain a 401(k) retirement plan for our employees in which eligible employees can contribute a percentage of their pre-tax compensation. We recorded an expense related to our discretionary contributions to the 401(k) plan of$0.6 million and$0.5 million for the three months ended September 30, 2026 and 2025, respectively, and$2.2 million and$2.0 million for the nine months ended September 30, 2026 and 2025, respectively.

Legal Proceedings

From time to time, we are subject to various claims and legal proceedings arising in the ordinary course of business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

On October 25, 2024, the United States District Court, District of Massachusetts (Boston) unsealed two qui tam complaints against us, and we were served with these complaints on January 14, 2025, and January 21, 2025. The first complaint was captioned United States ex rel. Benjaman Scarborough vs. Tactile Systems Technology, Inc., Case No. 1:21-cv-10813-IT, and was filed under seal on May 17, 2021, on behalf of the United States by a former employee (the “Scarborough Action”). The complaint in the Scarborough Action alleged that we submitted false claims and made false statements in connection with the Medicare programs, in violation of the Federal False Claims Act. The second complaint was captioned United States ex rel. Jackie Gorham, an individual, and Dustin Gast, an individual, vs. Tactile Systems Technology, Inc. Case No. 1:21-cv-11809-IT, and was filed under seal on September 1, 2021, on behalf of the United States by two former employees (the “Gorham Action”). The complaint in the Gorham Action alleged that we submitted false claims

and made false statements in connection with the Medicare, Medicare Advantage plans, Medicaid and other government payers, in violation of the Federal False Claims Act and submitted false claims resulting from kickbacks in violation of the Federal False Claims Act and the Federal Anti-Kickback Statute. Both complaints sought damages, statutory penalties, attorneys’ fees, and costs. On February 24, 2025, the parties (the relators under both complaints and the Company) filed a joint motion requesting that both matters (hereinafter the “Actions”) be stayed until November 25, 2025, to provide time for the government to review and assess sample claims for the purpose of assessing the allegations. On February 25, 2025, the court granted the motion and issued orders that stayed the Actions until November 25, 2025. By joint motions of the parties granted by the court, the stay was extended until March 25, 2026, and subsequently until June 23, 2026.

On April 14, 2026, the affected parties (government, relators, and the Company) reached an agreement in principle to settle the Actions for an aggregate payment by the Company of approximately$0.6 million, plus relators’ attorneys’ fees and costs. In connection with the agreement in principle, the Company recorded an accrual of approximately$1.0 million, inclusive of the proposed settlement amount and estimated relators’ attorneys’ fees and related costs, which is reflected in accrued expenses on the Condensed Consolidated Balance Sheet as of June 30, 2026. On July 14, 2026, the parties (government, relators, and the Company) executed the final settlement agreement resolving the Actions for an aggregate payment by the Company of approximately$0.6 million, plus relators’ attorneys’ fees and costs in an amount to be determined. Subsequently, the Company agreed to pay$0.2 million in relators’ attorneys’ fees related to the Scarborough Action.

On August 21, 2026, the court entered orders dismissing with prejudice all False Claims Act claims against the Company as to the United States and the relators, thereby concluding both Actions, except for reserving the right of the relators in the Gorham Action to pursue claims for reasonable expenses, attorneys’ fees and costs. A motion for fees in the amount of$0.6 million for the relators in the Gorham Action was filed on August 28, 2026. On September 11, 2026, the Company filed a response opposing the request for fees. The fee matter has been fully briefed by the parties and is pending decision by the court.

The Company paid the aggregate amount of approximately$0.8 million in settlement fees for both Actions and the Scarborough Action relators’ attorneys’ fees and costs in July 2026, and the accrual related to the Actions that was recorded as of June 30, 2026 was reduced by such amount as of September 30, 2026. The recorded accrual related to the estimated relators’ attorneys’ fees and costs for the Gorham Action as of September 30, 2026 was approximately$0.2 million.

Note 10. Stockholders' Equity

Share Repurchase Program

On October 16, 2025, our Board of Directors authorized a new program to repurchase up to$25.0 million of our common stock, following the prior repurchase authorization that had been fully utilized. Under the new program, purchases may be made from time to time in the open market, in privately negotiated purchases, or both. The timing and number of shares to be purchased will be based on the price of the Company's common stock, general business and market conditions and other investment considerations and factors. This share repurchase program expires on November 3, 2027. The program does not obligate the Company to repurchase any specific number of shares and may be suspended or discontinued at any time without prior notice.

We made repurchases under the applicable share repurchase program in the following periods, which include the market price of the shares, commissions and excise tax:

​​​​​​​​​​​​​​
​ · ​ · ​ · Three Months Ended · ​ · ​ · ​ · Nine Months Ended
​ · ​ · ​ · September 30, · ​ · ​ · ​ · September 30,
(In thousands, except share and per share data)​​2026​​2025​​​2026​​2025
Number of shares repurchased​​253,612​​—​​​502,762​​2,143,099
Total shares repurchased cost​$6,171​$—​​$12,528​$26,772
Average total cost per repurchased share​$24.33​$—​​$24.92​$12.49

As of September 30, 2026, approximately$12.5 million of authorized share repurchases were remaining under the share repurchase program. We expect that repurchases will be funded through available cash balances and ongoing business operating cash generation. Shares of common stock repurchased under the program are immediately retired. Repurchases under our share repurchase program reduce the weighted-average number of shares of common stock outstanding for basic and diluted earnings per share calculations.

Stock-Based Compensation

On May 7, 2025, our stockholders approved the Tactile Systems Technology, Inc. 2025 Equity Incentive Plan (the “2025 Plan”), which authorizes us to grant stock options, stock appreciation rights, restricted stock, stock units and other stock-based awards to employees, non-employee directors and certain consultants and advisors. The 2025 Plan provides for the issuance of up to 1,850,000 shares of our common stock, plus the number of shares subject to any award under the 2016 Equity Incentive Plan (the “2016 Plan”) that was outstanding on May 7, 2025 and that later expires, is cancelled or forfeited, is settled for cash or otherwise does not result in the issuance of all of the shares subject to such award. As of September 30, 2026,1,492,651 shares were available for future grant pursuant to the 2025 Plan.

Following our stockholders’ approval of the 2025 Plan on May 7, 2025, no additional grants will be made under the 2016 Plan. However, outstanding awards under the 2016 Plan will continue to be governed by their respective original terms.

We recorded stock-based compensation expense of$2.4 million and$1.8 million for the three months ended September 30, 2026 and 2025, respectively, and$6.4 million and$5.8 million for the nine months ended September 30, 2026 and 2025, respectively. This expense was allocated as follows:

​​​​​​​​​​​​​
​ · ​ · Three Months Ended · ​ · Nine Months Ended
​ · ​ · September 30, · ​ · September 30,
(In thousands) · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Cost of revenue​$41​$96​$243​$296
Sales and marketing expenses​​429​​379​​1,306​​1,347
Research and development expenses​​(13)​​45​​65​​130
Reimbursement, general and administrative expenses​​1,919​​1,294​​4,802​​4,046
Total stock-based compensation expense​$2,376​$1,814​$6,416​$5,819

Stock Options

Stock options issued to participants other than non-employees typically vest over three orfour years and typically have a contractual term ofseven orten years. No stock-based compensation expense was included in the Condensed Consolidated Statements of Operations for stock options for each of the three and nine months ended September 30, 2026 and 2025. As of September 30, 2026, there wasno unrecognized pre-tax stock option expense under our equity compensation plans.

Our stock option activity for the nine months ended September 30, 2026, was as follows:

​​​​​​​​​​​
​ · ​ ​ ​ · ​ · ​ · Weighted- · ​ · Weighted- · ​ · ​ · ​
​ · ​ · ​ · ​ · Average · ​ · Average · ​ · Aggregate
​ · ​ · Options · ​ · Exercise Price · ​ · Remaining · ​ · Intrinsic
(In thousands except options and per share data) · ​ · Outstanding · ​ · Per Share (1) · ​ · Contractual Life · ​ · Value (2)
Balance at December 31, 2025​225,448​$43.87​1.8 years​$316
Exercised​(16,275)​​15.22​​​$​
Cancelled/Expired​(18,374)​​54.44​​​​​
Balance at September 30, 2026​190,799​$45.30​1.1 years​$—
​​​​​​​​​​​
Options exercisable at September 30, 2026​190,799​$45.30​1.1 years​$—
(1)The exercise price of each option granted during the periods shown was equal to the market price of the underlying stock on the date of grant.
(2)The aggregate intrinsic value of options exercised represents the difference between the exercise price of the option and the closing stock price of our common stock on the date of exercise. The aggregate intrinsic value of options outstanding represents the difference between the exercise price of the option and the closing stock price of our common stock on the last trading day of the period.

Options exercisable of 244,660 as of September 30, 2025, had a weighted-average exercise price of$41.51 per share.

Time-Based Restricted Stock Units

We have granted time-based restricted stock units to certain participants that are stock-settled with common shares. Time-based restricted stock units vest overone tothree years. Stock-based compensation expense included in the Condensed Consolidated Statements of Operations for time-based restricted stock units was$1.5 million and$1.3 million for the three months ended September 30, 2026 and 2025, respectively, and$4.4 million and$4.2 million for the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, there was approximately$8.6 million of total unrecognized pre-tax compensation expense related to outstanding time-based restricted stock units that is expected to be recognized over a weighted-average period of 1.9 years.

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

​​​​​​​​​
​ · ​ · ​ · ​ · Weighted- · ​ · ​ · ​
​ · ​ ​ ​ · ​ · ​ ​ ​ · Average Grant · ​ ​ ​ · Aggregate
​ · ​ · Units · ​ · Date Fair Value · ​ · Intrinsic
(In thousands except unit and per unit data) · ​ · Outstanding · ​ · Per Unit · ​ · Value (1)
Balance at December 31, 2025​718,621​$13.92​$20,840
Granted​311,786​​27.24​​​
Vested​(385,138)​​13.32​​​
Cancelled​(82,444)​​18.46​​​
Balance at September 30, 2026​562,825​$21.05​$12,545
(1)The aggregate intrinsic value of restricted stock units outstanding was based on our closing stock price on the last trading day of the period.

Performance-Based Restricted Stock Units

We have granted performance-based restricted stock units (“PSUs”) to certain participants. These PSUs have both performance-based and time-based vesting features. The PSUs granted in 2025 have three separate performance periods, andone-third of each grant will be earned if and to the extent performance goals based on revenue and adjusted EBITDA margin are achieved in 2025 (ranging from 25% to 175% of target), one-third will be earned if and to the extent performance goals based on revenue change and adjusted EBITDA change are achieved in 2026 (ranging from 25% to 175% of target), andone-third will be earned if and to the extent performance goals based on revenue change and adjusted EBITDA change are achieved in 2027 (ranging from 25% to 175% of target). The PSUs granted in 2026 have three separate performance periods, andone-third of each grant will be earned if and to the extent performance goals based on revenue and adjusted EBITDA margin are achieved in 2026 (ranging from 25% to 175% of target), one-third will be earned if and to the extent performance goals based on revenue change and adjusted EBITDA change are achieved in 2027 (ranging from 25% to 175% of target), andone-third will be earned if and to the extent performance goals based on revenue change and adjusted EBITDA change are achieved in 2028 (ranging from 25% to 175% of target). All earned and vested PSUs will be settled in shares of common stock.

Stock-based compensation expense recognized for PSUs was$0.8 million and$0.4 million for the three months ended September 30, 2026 and 2025, respectively, and$1.6 million and$1.1 million for the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, there was approximately$2.5 million of total unrecognized pre-tax compensation expense related to outstanding PSUs that is expected to be recognized over a weighted average period of 2.1 years.

Our PSU activity for the nine months ended September 30, 2026, was as follows:

​​​​​​​​​
​ · ​ · ​ · ​ · Weighted- · ​ · ​ · ​
​ · ​ ​ ​ · ​ · ​ ​ ​ · Average Grant · ​ ​ ​ · Aggregate
​ · ​ · PSUs · ​ · Date Fair Value · ​ · Intrinsic
(In thousands except unit and per unit data) · ​ · Outstanding · ​ · Per Unit · ​ · Value (1)
Balance at December 31, 2025​310,296​$14.76​$8,999
Granted​108,846​​28.25​​​
Adjusted​12,705​​​​​​
Vested​(104,968)​​14.38​​​
Cancelled​(26,390)​​20.61​​​
Balance at September 30, 2026​300,489​$19.30​$6,698
(1)The aggregate intrinsic value of PSUs outstanding was based on our closing stock price on the last trading day of the period.

Employee Stock Purchase Plan

Our employee stock purchase plan (“ESPP”), which was approved by our Board of Directors on April 27, 2016, and by our stockholders on June 20, 2016, allows participating employees to purchase shares of our common stock at a discount through payroll deductions. The ESPP is available to all of our employees and employees of participating subsidiaries. Participating employees may purchase common stock, on a voluntary after-tax basis, at a price equal to 85% of the lower of the closing market price per share of our common stock on the first or last trading day of each stock purchase period. The ESPP provides forsix-month purchase periods, beginning on May 16 and November 16 of each calendar year.

A total of 1,600,000 shares of common stock was initially reserved for issuance under the ESPP. This share reserve was automatically supplemented each January 1, commencing in 2017 and ending on and including January 1, 2026, by an amount equal to the least of (a)1% of the shares of our common stock outstanding on the immediately preceding December 31, (b)500,000 shares or (c) such lesser amount as our Board of Directors may determine. Pursuant to the automatic increase feature of the ESPP,224,381 shares were added as available for issuance thereunder on January 1, 2026 and 240,780 shares were added as available for issuance thereunder on January 1, 2025. As of September 30, 2026,1,691,730 shares were available for future issuance under the ESPP. We recognized stock-based compensation expense associated

with the ESPP of$0.1 million for each of the three months ended September 30, 2026 and 2025, and$0.4 million and$0.5 million for the nine months ended September 30, 2026 and 2025, respectively.

Note 11. Revenue

We derive our revenue from the sale and rental of our products to our customers in the United States. The following table presents our revenue, inclusive of sales and rental revenue, disaggregated by product line:

​​​​​​​​​​​​​
​ · ​ · Three Months Ended · ​ · Nine Months Ended
​ · ​ · September 30, · ​ · September 30,
(In thousands) · ​ ​ ​ · 2026 · ​ · 2025 · ​ · 2026 · ​ · 2025
Revenue​​​​​​​​​​​​
Lymphedema products​$81,838​$72,381​$217,689​$188,905
Airway clearance products​​10,020​​13,374​​35,134​​37,023
Total​$91,858​$85,755​$252,823​$225,928
​​​​​​​​​​​​​
Percentage of total revenue​​​​​​​​​​​​
Lymphedema products​89%​84%​86%​84%
Airway clearance products​​11%​​16%​​14%​​16%
Total​100%​100%​100%​100%

Our revenue by channel, inclusive of sales and rental revenue, for the three and nine months ended September 30, 2026 and 2025, is summarized in the following table:

​​​​​​​​​​​​​
​ · ​ · Three Months Ended · ​ · Nine Months Ended
​ · ​ · September 30, · ​ · September 30,
(In thousands) · ​ ​ ​ · 2026 · ​ · 2025 · ​ · 2026 · ​ · 2025
Private insurers and other payers​$50,541​$43,369​$134,306​$111,355
Veterans Administration​​7,690​​7,662​​21,305​​21,705
Medicare​​23,607​​21,350​​62,078​​55,845
Durable medical equipment distributors​​10,020​​13,374​​35,134​​37,023
Total​$91,858​$85,755​$252,823​$225,928

Our rental revenue is derived from rent-to-purchase arrangements that typically range from three toten months. As title transfers to the patient, with whom we have the contract, upon the termination of the lease term and because collectability is probable, under ASC 842, these are recognized as sales-type leases. Each rental agreement contains two components, the controller and related garments, both of which are interdependent and recognized as one lease component.

The revenue and associated cost of revenue of sales-type leases are recognized on the lease commencement date and a net investment in leases is recorded on the Condensed Consolidated Balance Sheets. We bill the patients’ insurance payers monthly over the duration of the rental term. We record the net investment in leases and recognize revenue upon commencement of the lease in the amount of the expected consideration to be received through the monthly payments. Similar to our sales revenue, the transaction price is impacted by multiple factors, including the terms and conditions contracted by third-party payers. As the rental contract resides with the patients, we have elected the portfolio approach, at the payer level, to determine the expected consideration, which considers the impact of early terminations. While the contract is with the patient, in certain circumstances, the third-party payer elects an initial rental period with an option to extend. We assess the likelihood of extending the lease at the onset of the lease to determine if the option is reasonably certain to be exercised. As the lease is short-term in nature, we anticipate collection of substantially all of the net investment within the first year of the lease agreement. Completion of these payments represents the fair market value of the equipment, and as such, interest income is not applicable.

Rental revenue for each of the three and nine months ended September 30, 2026 and 2025, was primarily from private insurers and Medicare. Sales-type lease revenue and the associated cost of revenue for the three and nine months ended September 30, 2026 and 2025, were:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three Months Ended · ​ · Nine Months Ended
​ · ​ · September 30, · ​ · September 30,
(In thousands)​2026​2025​2026​2025
Sales-type lease revenue​$9,529​$8,865​$27,039​$26,038
Cost of sales-type lease revenue​2,969​2,858​8,084​7,518
Gross profit​$6,560​$6,007​$18,955​$18,520

Note 12. Income Taxes

We record our interim provision for income taxes by applying our estimated annual effective tax rate to our year-to-date pre-tax income and adjusting for discrete tax items recorded in the period. Deferred income taxes result from temporary differences between the reporting of amounts for financial statement purposes and income tax purposes. These differences relate primarily to different methods used for income tax reporting purposes, including for depreciation and amortization, warranty and vacation accruals, and deductions related to allowances for doubtful accounts receivable and inventory reserves. Our provision for income taxes included current federal and state income tax expense, as well as deferred federal and state income tax expense.

The effective tax rate for the three months ended September 30, 2026 was an expense of 29.3%, compared to an expense of 28.2% for the three months ended September 30, 2025. The primary driver of the change in the Company’s effective tax rate was attributable to the relative impact of stock-based compensation discrete tax items. We recorded an income tax expense of$3.0 million and an income tax expense of$3.2 million for the three months ended September 30, 2026 and 2025, respectively.

The effective tax rate for the nine months ended September 30, 2026 was an expense of 20.6%, compared to an expense of 28.9% for the nine months ended September 30, 2025. The primary driver of the change in the Company’s effective tax rate was attributable to the relative impact of stock-based compensation discrete tax items. We recorded an income tax expense of$3.4 million for each of the nine months ended September 30, 2026 and 2025.

We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority is more-likely-than-not to sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the condensed consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority.

The Company is subject to income tax examinations by federal and state taxing authorities. The Company is currently under examination by one state taxing authority.

Note 13. Net Income Per Share

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

​​​​​​​​​​​​​
​ · ​ · Three Months Ended · ​ · Nine Months Ended
​ · ​ · September 30, · ​ · September 30,
(In thousands, except share and per share data) · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Net income​$7,160​$8,209​$13,182​$8,452
Weighted-average shares outstanding​​22,632,801​​22,318,570​​22,624,676​​23,035,461
Weighted-average shares used to compute diluted net income per share​​23,045,862​​22,513,140​​23,136,378​​23,304,900
Net income per share - Basic​$0.32​$0.37​$0.58​$0.37
Net income per share - Diluted​$0.31​$0.36​$0.57​$0.36

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

​​​​​​​​​
​ · ​ · Three Months Ended · ​ · Nine Months Ended
​ · ​ · September 30, · ​ · September 30,
​​ ​ ​2026​ ​ ​2025​ ​ ​2026​ ​ ​2025
Restricted stock units​—​387,911​—​280,533
Common stock options​166,423​277,438​174,198​296,956
Performance stock units​—​112,481​—​119,499
Total​166,423​777,830​174,198​696,988

Note 14. Fair Value Measurements

We determine the fair value of our assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. We use a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1). The next highest priority is based on quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in non-active markets or other observable inputs (Level 2). The lowest priority is given to unobservable inputs (Level 3).

The carrying amounts of financial instruments such as accounts receivable, other current assets, accounts payable, accrued expenses and other current liabilities approximate their related fair values due to the short-term maturities of these items. Non-financial assets, such as equipment and leasehold improvements, and intangible assets are subject to non-recurring fair value measurements if they are deemed impaired.

As of September 30, 2026, we had an obligation to pay up to$4.9 million in contingent consideration related to the LymphaTech acquisition if certain future non-financial milestones are met. The carrying amount of the contingent consideration liability is adjusted to fair value at each reporting date until settled. Changes in fair value are included in intangible asset amortization and contingent consideration in our Condensed Consolidated Statements of Operations. The following table presents the changes in fair value of the contingent consideration liability during the nine months ended September 30, 2026:

​​​​
(In thousands) · ​ · ​
Contingent consideration at December 31, 2025​$—
Addition for acquisition​​4,863
Fair value adjustments​​61
Contingent consideration at September 30, 2026​$4,924
​​​​​​​​​​​​​​​

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

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · At September 30, 2026
​ · ​ ​ ​ · Quoted Prices · ​ ​ ​ · ​ · ​ · ​ ​ ​ · ​ · ​ · ​ ​ ​ · ​ · ​
​ · ​ · in Active · ​ · Significant · ​ · ​ · ​ · ​ · ​ · ​
​​Markets for​Other​Significant​​
​​Identical​Observable​Unobservable​​
​​Assets​Inputs​Inputs​​
(In thousands)​(Level 1)​(Level 2)​(Level 3)​Total
Recurring Fair Value Measurements: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Contingent Consideration​$—​—​$4,924​$4,924
Total​$—​$—​$4,924​$4,924

See Note 15 – “Business Combination” for additional information regarding this contingent consideration liability.

Note 15. Business Combination

On February 17, 2026, we acquired all outstanding equity interests of LymphaTech pursuant to the Stock Purchase Agreement, dated as of February 17, 2026. LymphaTech is a medical technology company pioneering a digital, 3D full body measurement and monitoring platform designed specifically for lymphedema. We acquired LymphaTech to further expand our position as a leader in treating lymphedema by extending our solutions across the care continuum, including earlier identification, assessment, and long‑term monitoring.

The total purchase consideration for LymphaTech payable at closing, on a cash-free, debt-free basis, was approximately$7.2 million. Each holder of issued and outstanding shares of LymphaTech capital stock received their pro rata portion (based on their relative ownership percentage) of the consideration paid at closing, less$0.2 million, which was utilized to pay the sellers’ transaction expenses. The other component of purchase consideration is contingent consideration based on the achievement of non-financial milestones after closing, which contingent consideration had an estimated fair value of approximately$4.9 million as of the acquisition date and as of September 30, 2026. In October 2026, one of the milestones was achieved, and therefore a portion of the contingent consideration, in the amount of approximately$2.2 million, will be payable by us on or before November 12, 2026.

The acquisition date fair value of contingent consideration was measured using the income approach, specifically the probability weighted expected return method for the milestone payments. We remeasure the fair value of the contingent liability on a quarterly basis. Estimates and assumptions used in the valuation include the probability of achieving these non-financial milestones, the expected timing of achieving these milestones, and a discount rate. These unobservable inputs represent a Level 3 measurement because they are supported by little or no market activity and reflect our own assumptions in measuring fair value. Any changes in the fair value subsequent to the acquisition date are recognized in our consolidated statements of operations.

During the three months ended September 30, 2026, the estimated fair value of the contingent consideration liability was increased by$61,000. This change in fair value of the contingent consideration liability was due to timing and cost of borrowing changes during the three months ended September 30, 2026. See Note 14 – “Fair Value Measurements” for additional information regarding the fair value measurement of the contingent consideration liability.

The acquisition of LymphaTech was funded by cash on hand. We recognized transaction costs of$0.8 million in the nine months ended September 30, 2026. These costs are reported in Reimbursement, general and administrative expenses in our Condensed Consolidated Statements of Operations. Transaction costs include, but are not limited to, investment banker, advisory, legal, and other professional fees.

The following table reflects the allocation of the purchase consideration between the amount paid at closing and the estimated fair value of the contingent consideration at closing:

​​​​
(In thousands) · ​ ​ ​ · Purchase Consideration
Cash consideration payments to LymphaTech stockholders​$7,230
Estimated fair value of contingent consideration​​4,863
Total purchase consideration​$12,093

Fair Value of Assets Acquired and Liabilities Assumed

The acquisition of LymphaTech has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, with the Company treated as the accounting acquirer, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair value on the acquisition date. Acquisition accounting is dependent upon certain valuations and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. The process for estimating the fair values of identifiable intangible assets and certain tangible assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates.

The purchase price allocation for the LymphaTech acquisition is considered final as of September 30, 2026. The table below presents the estimated fair values of assets acquired and liabilities assumed on the acquisition date based on valuations and management estimates. Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact our results of operations.

​​​​
​ · ​ · ​
(In thousands) · ​ ​ ​ · Estimated Fair Value
Assets · ​ · ​
Current assets · ​ · ​
Cash and cash equivalents​$1,004
Accounts receivable, net​​19
Total current assets​​1,023
Non-current assets​​
Intangible assets​​4,110
Goodwill(1)​​8,491
Total non-current assets​​12,601
Total assets acquired​$13,624
Liabilities and stockholders' equity​​​
Current liabilities​​
Accrued expenses and other current liabilities​$180
Unearned revenue​​313
Total current liabilities​​493
Non-current liabilities​​
Deferred income taxes​​1,038
Total long term liabilities​​1,038
Total liabilities assumed​$1,531
​​​​
Net assets acquired​$12,093
(1)Of the $8.5 million of goodwill from the acquisition, none is expected to be tax deductible. Goodwill is comprised of expected synergies for the combined operations and the assembled workforce acquired in the acquisition.

Identifiable Intangible Assets

The identifiable intangible assets acquired consist of a developed technology asset, customer relationship assets and a tradename asset. The estimated fair value of the developed technology asset was prepared using the relief from royalty method which calculates the value of the developed technology based on royalties that would be paid if licensed by a third party. The estimated fair value of customer relationship assets was prepared using the multi-period excess earnings method which calculates the present value of the incremental after-tax cash flows attributable solely to each customer relationship. The estimated fair value of the tradename asset was prepared using the relief from royalty method which calculates the value of the tradename based on royalties that would be paid if licensed by a third party. The estimated useful lives are based on forecasted periods of benefit for each intangible asset. Estimated useful lives and estimated fair values are presented in the table below.

​​​​​​
(In thousands) · ​ ​ ​ · Estimated Fair Value · ​ · Estimated Useful Life
Developed technology​$3,200​10 years
Customer relationships​​540​5 years
Tradename​​370​10 years
Estimated fair value of intangible assets acquired​$4,110​​
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