MESA LABORATORIES INC /CO/

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

(Name of registrant as specified in its charter)

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

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT TO THE SHAREHOLDERS OF MESA LABORATORIES, INC.: The 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Mesa Laboratories, Inc. (“we,” “our,” the “Company,” or “Mesa”) will be held on Friday, August 22, 2025, at 2:00 p.m. Mountain Time at our corporate headquarters at 12100 West Sixth Avenue, Lakewood, Colorado 80228. As a shareholder of Mesa Laboratories, Inc. common stock at the close of business on July 3, 2025 (the “Record Date”), you are invited to participate in the Annual Meeting and any postponements or adjournments thereof. You are entitled and requested to vote on the proposals described in the accompanying proxy statement. Items of Business Include: 1. The election of the seven director nominees identified in the proxy statement for a term of one year (Proposal 1); 2. The ratification of the selection by our Audit Committee of Baker Tilly US, LLP (formerly Moss Adams, LLP) to serve as our independent registered public accounting firm for the fiscal year ending March 31, 2026 (Proposal 2); 3. An advisory vote on executive compensation (Proposal 3); 4. Approval of an amendment to the 2021 Mesa Laboratories Inc. Equity Incentive Plan (Proposal 4); and 5. The transaction of such other business as may be properly brought before the Annual Meeting or any adjournment or postponement thereof. Who Can Vote Only shareholders of record of Mesa common stock as of the Record Date will be entitled to notice of and to vote at the Annual Meeting and any postponements or adjournments thereof. At the close of business on the Record Date, there were 5,501,454 shares of common stock outstanding. Each share of common stock entitles the shareholder of record to cast one vote on each proposal submitted for voting at the Annual Meeting. It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting in person, please complete and return the enclosed proxy card in the envelope provided or vote by internet or telephone pursuant to instructions provided with the proxy card. How to Vote Please vote your shares by signing and returning your proxy card using telephone or internet voting. This will ensure that your shares will be voted whether or not you attend the Annual Meeting. If you are a shareholder of record, you may attend the Annual Meeting and vote in person even if you have previously granted a proxy. Availability of Materials We have elected to provide access to our proxy materials over the internet under the Securities and Exchange Commission’s (“SEC”) “notice and access” rules, which we believe results in lower costs and a positive environmental impact due to reduced quantities of materials that will be printed and mailed to shareholders. Our 2025 proxy statement (the “Proxy Statement”), including the enclosed proxy card, and our Annual Report on Form 10-K (the “2025 Annual Report”) for the fiscal year ended March 31, 2025 (“fiscal year 2025”) are available to view at www.edocumentview.com/MLAB or www.mesalabs.com. We intend to mail a notice regarding the internet availability of proxy materials (the “Notice of Internet Availability”) as applicable, to our shareholders on or about July 11, 2025.

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As a shareholder of the Company as of the Record Date, you are invited to participate in the Annual Meeting, and are entitled and requested to vote on the proposals described in this Proxy Statement. The Notice of Internet Availability instructs you on how to submit your proxy or voting instructions form through the Internet. If you would like to receive a paper copy of our proxy materials, the Notice of Internet Availability instructs you on how to request a paper copy of those materials, including a proxy card that provides instructions on how to submit your proxy by mail or telephone. By Order of the Board of Directors, /s/ Gary M. Owens July 11, 2025 Gary M. Owens Chief Executive Officer

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To Our Fellow Shareholders, On behalf of the Mesa Laboratories, Inc. Board of Directors, in my role as Chairperson of the Board, I am pleased to share some of our accomplishments over the past year. In fiscal year 2025, we navigated a dynamic macroeconomic environment while strengthening our core capabilities across our four divisions. The Board worked closely with management to advance our long-term strategic priorities and deliver strong operating financial performance as we continued to fulfill our mission of Protecting the Vulnerable®. Our financial performance reflected our continued focus on creating stakeholder value, as demonstrated by the growth of our revenues, organic revenues, and adjusted operating income in fiscal 2025. Additionally, we: ● Fully integrated GKE's business into our corporate infrastructure and operations; ● Successfully restructured our corporate debt, settling a portion of our convertible debentures and reducing potential for shareholder dilution; and, ● Enhanced our commercial capabilities, driving strong bookings growth to support future revenue generation. We also made meaningful enhancements to our executive compensation program to further align with shareholder interests, including extending the measurement period for performance- and market-based equity awards to three years and increasing the weighting of total shareholder return metrics. These changes reinforce our commitment to pay-for-performance and long-term value creation. Engagement with our shareholders remains a cornerstone of our governance philosophy. Over the past year, we held positive discussions with a significant portion of our shareholder base on topics including governance practices, environmental and social practices, and executive compensation. Feedback from these conversations directly informs our decisions, supporting our efforts to fulfill shareholder expectations. On behalf of the entire Board, thank you for your continued support of Mesa Laboratories. We value your partnership and confidence in our leadership as we continue to work to deliver sustainable, long-term growth, enhance the efficiency of our operations and create value for our shareholders Sincerely, /s/ John Sullivan John Sullivan, Ph.D. Chairperson of the Board of Directors

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