Form 8-K

8-K — MESA LABORATORIES INC /CO/

Accession: 0001437749-26-026769

Filed: 2026-08-10

Period: 2026-08-10

CIK: 0000724004

SIC: 3823 (INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — mlab20260807_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_1000989.htm)

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0000724004

2026-08-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): AUGUST 10, 2026

MESA LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

Colorado

(State or other jurisdiction of

incorporation)

0-11740

(Commission File Number)

84-0872291

(I.R.S. Employer

Identification No.)

12100 WEST SIXTH AVENUE,

LAKEWOOD, Colorado

(Address of principal executive offices)

80228

(Zip Code)

Registrant’s telephone number, including area code: 303-987-8000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered under Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which

registered

Common Stock, no par value

MLAB

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.02

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 10, 2026, Mesa Laboratories, Inc. issued a press release relating to its results for the three months ended June 30, 2026. A copy of the press release is furnished herewith as Exhibit 99.1.

The information furnished in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that section, and shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibits:

99.1

Press release dated August 10, 2026.

104

Cover Page Interactive Data File (embedded withing the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DATE: August 10, 2026

Mesa Laboratories, Inc.

(Registrant)

BY:

/s/ John Sakys

John Sakys

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_1000989.htm · Sequence: 2

ex_1000989.htm

Exhibit 99.1

Mesa Labs Announces First Quarter Results

Lakewood, Colorado, August 10, 2026 – Mesa Laboratories, Inc. (NASDAQ:MLAB) (“Mesa” or the “Company”), a global leader in the design and manufacture of life science tools and critical quality control solutions, today announced results for its first fiscal quarter (“1Q27”) ended June 30, 2026 (amounts in thousands).

1Q27 Financial Summary – (comparisons are versus the same prior year period)

●

Revenues increased 1.0%

●

Non-GAAP organic and core organic revenues

1 growth was 1.0% and 0.4%, respectively

●

Operating income increased 129% to $7,031

●

Non-GAAP adjusted operating income (“AOI”) excluding unusual items

2 increased 19.5% and was 25.6% as a percentage of revenues

●

Repaid $8,656 of debt and reduced Total Net Leverage Ratio

3 to 1.85

We operate our business in four divisions: Sterilization and Disinfection Control (“SDC”), Biopharmaceutical Development (“BPD”), Calibration Solutions (“CS”), and Clinical Genomics (“CG”).

Executive Commentary (amounts in thousands)

“I joined Mesa about one hundred days ago. I did not spend my time writing a vision statement, I spent it inside the company, with our people and our customers. What I found is a set of durable, regulation-embedded franchises with real and growing earnings power, and fixable execution problems we have already begun to fix. My focus is disciplined execution and consistent, profitable growth across our four divisions. In November, alongside first-half results, I will give full-year guidance,” said Siddhartha Kadia, President and CEO of Mesa.

“First quarter revenues of $60,138 represented 1.0% organic (0.4% core organic) growth, returning the Company to positive core organic growth in 1Q27 as we stated last quarter. Growth was driven by CS and BPD, partially offset by SDC, while revenues in CG were essentially flat versus the prior year. AOI excluding unusual items was 25.6% of revenues versus 21.7% in 1Q26, above expectations even as we increased investment in SDC to support future organic growth. In the first quarter, we repaid $8,656 of debt and reduced our Total Net Leverage Ratio to 1.85, well below our previously stated target of 2.0,” said John Sakys, Chief Financial Officer of Mesa. “We remain focused on disciplined capital allocation and preserving the financial flexibility necessary to support Mesa’s strategic priorities.”

Financial Results (unaudited, amounts in thousands, except per share data)

Total revenues were $60,138, an increase of 1.0% compared to 1Q26. Operating income increased 129% to $7,031. Net income was $2,830, a decrease of 40.3%, or $0.49 per diluted share of common stock. The decrease was driven by nonoperating expense of $2,678 in 1Q27 compared to nonoperating income of $3,948 in 1Q26. The prior year period included unrealized foreign currency gains of approximately $6,150 related to an intercompany loan, offsetting the increase in operating income. On a non-GAAP basis, core organic revenues growth was 0.4% and AOI increased 16.5% to $15,035 or $2.61 per diluted share of common stock, compared to 1Q26. As detailed in the Unusual Items table below, AOI for 1Q27 was negatively impacted by unusual items totaling $382. Excluding the unusual items for 1Q27, AOI increased 19.5% to $15,417. A reconciliation of non-GAAP measures is provided in the tables below. Total Net Leverage Ratio was 1.85 as of June 30, 2026.

Division Performance

Revenues

Organic Revenues Growth1

Core Organic Revenues Growth

(Amounts in thousands)

Three Months Ended June 30, 2026

Three Months Ended

June 30, 2026

Three Months Ended

June 30, 2026

SDC

24,505

(3.6

(4.6

BPD

12,059

5.0

5.2

13,285

7.6

7.5

10,289

(0.1

(1.1

Total

60,138

1.0

0.4

Sterilization and Disinfection Control (41% of revenues in 1Q27) revenues were $24,505 for the quarter, which resulted in an organic revenues decline of 3.6%. This decline was primarily attributable to fulfillment and delivery execution challenges that negatively impacted the timing of customer shipments. Gross profit percentage for the quarter decreased by 150 bps versus the same quarter in the prior year primarily from lower revenues on a partially fixed cost base and product mix.

Biopharmaceutical Development (20% of revenues in 1Q27) revenues were $12,059 for the quarter, which delivered organic revenues growth of 5.0%. The increase resulted primarily from higher immunoassays hardware and consumables sales volumes and, to a lesser extent, price increases. Sales volumes in the prior year period were negatively impacted by order delays as customers deferred purchasing decisions amid rapidly evolving tariff conditions and macroeconomic uncertainty. Gross profit percentage for the quarter increased 800 bps, primarily from favorable product mix, efficiencies in our supply chain management, and higher revenues on a partially fixed cost base.

Calibration Solutions (22% of revenues in 1Q27) revenues were $13,285 for the quarter, which delivered organic revenues growth of 7.6%. Revenues growth was driven primarily by strong commercial execution and, to a lesser extent, price increases. Gross profit percentage for the quarter increased by 350 bps, primarily from higher revenues on a partially fixed cost base.

Clinical Genomics (17% of revenues in 1Q27) revenues were $10,289 for the quarter, which resulted in an organic revenues decline of 0.1%. Revenues were essentially flat, as modest growth outside of China offset continued weakness in that market. While revenue in China continued to decrease, the year-over-year reduction was significantly smaller than in the prior year period following substantial revenue declines in recent fiscal years. Gross profit percentage for the quarter increased by 790 bps, primarily attributable to price increases and manufacturing and supply chain efficiency improvements.

Conference Call, Webcast, and Webcast Replay Information

Details for the conference call can be found below:

Date:

Monday, August 10, 2026

Time:

4:30 p.m. Eastern Time

Toll Free:

1-877-407-4018

International:

1-201-689-8471

Conference ID:

13761713

Call me™ Link:

https://callme.viavid.com/viavid/?callme=true&passcode=13761713&h=true&info=company-email&r=true&B=6

Webcast:

https://viavid.webcasts.com/starthere.jsp?ei=1769592&tp_key=620296632d

Please call the conference telephone number or log on to the web access link five minutes prior to the start time.

A replay of the call will remain available for 45 days via the investors section of the Mesa Labs website at https://investors.mesalabs.com/.

Use of Non-GAAP Financial Measures

Adjusted operating income, adjusted operating income excluding unusual items, organic revenues growth and core organic revenues growth are non-GAAP measures that exclude or adjust for certain items, as detailed within the tables in “Supplemental Information Regarding Non-GAAP Financial Measures.”

Organic revenues growth is defined as reported revenues growth excluding the impact of acquisitions and core organic revenues growth is defined as organic revenues growth excluding currency translation. A reconciliation of each of these non-GAAP measures to its GAAP counterpart is set forth below.

Adjusted operating income and adjusted operating income per share are defined to exclude the non-cash impact of amortization of intangible assets acquired in a business combination, stock-based compensation, and depreciation and impairment of goodwill and long-lived assets. These measures are also presented excluding unusual items. A reconciliation of these non-GAAP measures to their GAAP counterparts is set forth below, along with additional information regarding their use.

3 Total Net Leverage Ratio under our Credit Facility is defined as the ratio of total debt minus unrestricted cash in excess of $10 million as compared to 12 months trailing EBITDA. EBITDA, a non-GAAP metric, for purposes of this calculation, is defined as net income plus the sum of interest expense, income tax expense, depreciation, amortization, unusual or non-recurring non-cash charges and stock compensation expense.

About Mesa Laboratories, Inc.

Mesa is a global leader in the design and manufacture of life science tools and critical quality control solutions for regulated applications in the pharmaceutical, healthcare and medical device industries. Mesa offers products and services to help our customers ensure product integrity, increase patient and worker safety, and improve the quality of life throughout the world.

For more information about Mesa, please visit its website at www.mesalabs.com.

Forward Looking Statements

This press release contains forward-looking statements regarding our future business expectations. Any statements contained herein that are not statements of historical fact may be forward-looking statements, including statements relating to future financial results, business conditions and strategic initiatives. Words such as “seek,” “expect,” “plan” “intend,” “anticipate,” “believe,” “could,” “should,” “estimate,” “may,” “target,” “project,” and similar expressions may also identify forward-looking statements. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. The forward-looking statements are made based on expectations and beliefs concerning future events affecting us and are subject to risks and uncertainties relating to our operations and business environments, all of which are difficult to predict and many of which are beyond our control. Risks and uncertainties that could cause actual results to differ materially from our historical experience and present expectations or projections include those relating to: our ability to successfully grow our business; market acceptance of our products; the potential for reduced demand for our products ; conditions in the global economy and the particular markets we serve; significant developments or uncertainties stemming from actions of the U.S. government, including changes in U.S. trade policies and medical device regulations; the timely development and commercialization, and customer acceptance, of enhanced and new products and services; the inherent uncertainty of projections of revenues, growth, operating results, profit margins, expenses, earnings, margins, tax rates, tax provisions, cash flows, liquidity, demand, and competition; the effects of additional actions taken to become more efficient or reduce costs; restructuring activities; laws regulating fraud and abuse in the health care industry and the privacy and security of health and personal information; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; foreign currency exchange rates and fluctuations in those rates; and general economic, industry, and capital markets conditions. These risks and uncertainties also include, but are not limited to, those described in our filings with the Securities and Exchange Commission including our Annual Report on Form 10-K for the year ended March 31, 2026, and our Quarterly Reports on Form 10-Q. We assume no obligation to update the information in this press release.

Mesa Laboratories Contacts:

John Sakys; CFO

1-303-987-8000

investors@mesalabs.com

Financial Summary (Unaudited except for the information as of and for the year ended March 31, 2026)

Condensed Consolidated Statements of Operations

(Amounts in thousands, except per share data)

Three Months Ended

June 30,

2026

2025

Revenues

60,138

59,543

Cost of revenues

21,126

22,604

Gross profit

39,012

36,939

Operating expenses

31,981

33,875

Operating income

7,031

3,064

Nonoperating expense (income)

2,678

(3,948

)

Earnings before income taxes

4,353

7,012

Income tax expense

1,523

2,270

Net income

2,830

4,742

Earnings per share (basic)

0.50

0.87

Earnings per share (diluted)

0.49

0.85

Weighted average common shares outstanding:

Basic

5,657

5,465

Diluted

5,757

5,553

Consolidated Condensed Balance Sheets

(Amounts in thousands)

June 30, 2026

March 31, 2026

Cash and cash equivalents

30,695

26,928

Other current assets

72,153

79,340

Total current assets

102,848

106,268

Noncurrent assets

316,376

321,479

Total assets

419,224

427,747

Liabilities

230,464

241,502

Stockholders’ equity

188,760

186,245

Total liabilities and stockholders’ equity

419,224

427,747

Reconciliation of Non-GAAP Measures

(Unaudited)

GAAP Operating Income (Loss) to Non-GAAP Adjusted Operating Income (“AOI”)

(Amounts in thousands, except per share data)

Three Months Ended

June 30,

2026

2025

Operating income (GAAP)

7,031

3,064

Amortization of intangible assets

4,392

4,553

Stock-based compensation expense

2,359

3,881

Depreciation expense

1,253

1,404

AOI (non-GAAP)

15,035

12,902

Unusual items – before tax

Legal settlement1

382

Total impact of unusual items on AOI – before tax

382

AOI excluding unusual items (non-GAAP)

15,417

12,902

AOI per share - basic (non-GAAP)

2.66

2.36

AOI per share - diluted (non-GAAP)

2.61

2.32

AOI excluding unusual items per share – basic (non -GAAP)

2.73

2.36

AOI excluding unusual items per share – diluted (non-GAAP)

2.68

2.32

Weighted average common shares outstanding:

Basic

5,657

5,465

Diluted

5,757

5,553

Legal Settlement related to lawsuit stemming from actions prior to presented reporting periods.

Organic and Core Organic Revenues Growth (Unaudited)

Three Months Ended June 30, 2026

Total revenues growth

1.0

Impact of acquisitions

Organic revenues growth (non-GAAP)

1.0

Currency translation

(0.6

Core organic revenues growth (non-GAAP)

0.4

Supplemental Information Regarding Non-GAAP Financial Measures

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), we provide non-GAAP adjusted operating income, non-GAAP adjusted operating income per share amounts, non-GAAP adjusted operating income excluding unusual items, non-GAAP adjusted operating income excluding unusual items per share amounts, non-GAAP organic revenues growth, and non-GAAP core organic revenues growth, in order to provide meaningful supplemental information regarding our operational performance. We believe that the use of these non-GAAP financial measures, in addition to GAAP financial measures, helps investors to gain a better understanding of our operating results, consistent with how management measures and forecasts our operating performance, especially when comparing such results to previous periods and to the performance of our competitors. Such measures are also used by management in their financial and operating decision-making and for compensation purposes. This information facilitates management's internal comparisons to our historical operating results as well as to the operating results of our competitors. Since management finds these measures to be useful, we believe that our investors can benefit by evaluating both GAAP and non-GAAP results.

The non-GAAP measures of adjusted operating income and adjusted operating income per share presented in the reconciliation above are defined to exclude the non-cash impact of amortization of intangible assets acquired in a business combination, stock-based compensation, depreciation and impairment of goodwill and long-lived assets. To calculate adjusted operating income, we exclude, as applicable:

●

Impairments of long-lived assets, as such charges are outside of our normal operations and in most cases are difficult to accurately forecast.

●

Stock-based compensation expense, as it is a non-cash charge and costs calculated for this expense vary in accordance with the stock price on the date of grant.

●

Depreciation expense, as it is a non-cash charge.

●

The expense associated with the amortization of acquisition-related intangible assets, as a significant portion of the purchase price for acquisitions may be allocated to intangible assets that have lives of up to 20 years. Exclusion of amortization expense allows comparisons of operating results that are consistent over time for both our newly acquired and long-held businesses and with both acquisitive and non-acquisitive peer companies.

The non-GAAP measures of adjusted operating income excluding unusual items and adjusted operating income excluding unusual items per share presented in the reconciliation above are defined as adjusted operating income less unusual items that are not ongoing and are related to a specific transaction. We exclude these unusual items as they are outside of normal operations and are not ongoing.

Our management recognizes that items such as amortization of intangible assets, stock-based compensation expense, depreciation expense and impairment losses on goodwill and long-lived assets can have a material impact on our operating and net income. To gain a complete picture of all effects on our profit and loss from any and all events, management relies (and investors should rely) on the GAAP consolidated statements of operations. The non-GAAP numbers focus instead on our core operating business.

Readers are reminded that non-GAAP measures are merely a supplement to, and not a replacement for, or superior to, financial measures prepared according to GAAP. They should be evaluated in conjunction with the GAAP financial measures. Our non-GAAP information may be different from the non-GAAP information provided by other companies.

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Document And Entity Information

Aug. 10, 2026

Document Information [Line Items]

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Aug. 10, 2026

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0-11740

Entity, Tax Identification Number

84-0872291

Entity, Address, Address Line One

12100 WEST SIXTH AVENUE

Entity, Address, City or Town

LAKEWOOD

Entity, Address, State or Province

Entity, Address, Postal Zip Code

80228

City Area Code

303

Local Phone Number

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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dei_SolicitingMaterial

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Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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