Electromed (ELMD) board authorizes up to $10.0M common stock buyback

Rhea-AI Filing Summary

Electromed, Inc. announced that its board of directors has approved a new share repurchase authorization. The company may buy back up to $10.0 million of its outstanding common stock over time through open market purchases and privately negotiated transactions. The actual amount and timing of any repurchases will depend on market conditions and other corporate considerations. Details were provided in a press release attached as an exhibit.

Insights

Equity Capital Allocation Analyst

Electromed adds flexibility to return capital via a $10M buyback.

Electromed, Inc. received board approval to repurchase up to $10.0 million of its outstanding common stock. The authorization allows purchases both in the open market and through privately negotiated transactions, giving flexibility in how shares are acquired.

The decision outlines only a maximum dollar amount; there is no commitment to repurchase a specific number of shares or complete the program within a set timeframe. The company notes that execution will depend on market conditions and other corporate considerations, so actual repurchases could vary significantly.

Because this is an authorization rather than a mandatory program, the eventual impact will be driven by how much of the $10.0 million capacity Electromed uses over time and at what share prices, which would be seen in subsequent periodic reports.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): September 9, 2025

ELECTROMED, INC.

(Exact Name of Registrant as Specified in Its Charter)

Minnesota	001-34839	41-1732920
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

500 Sixth Avenue NW

New Prague, MN 56071

(Address of Principal Executive Offices) (Zip Code)

(952) 758-9299

(Registrant’s Telephone Number, Including Area Code)

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:

☐	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 pursuant to Section 12(b) of the Act:

Common Stock, $0.01 par value		ELMD		NYSE American LLC
(Title of each class)		(Trading Symbol)		(Name of each exchange on which registered)

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

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 7.01 Regulation FD Disclosure.

On September 9, 2025, Electromed, Inc., a Minnesota corporation (the “Company”), issued a press release announcing the approval of a new share repurchase authorization. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 7.01.

The information contained in this Item 7.01 and Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On September 9, 2025, the Company's board of directors authorized the repurchase of up to $10.0 million of the Company's outstanding common stock from time to time on the open market and in privately negotiated transactions. The amount and timing of share repurchases, if any, will depend on market conditions and other corporate considerations.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number		Description
99.1		Press Release dated September 9, 2025
104		Cover Page Interactive Data File (embedded in the cover page and formatted in inline XBRL)

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.

	ELECTROMED, INC.
Date: September 9, 2025	By:	/s/ Bradley M. Nagel
	Name:	Bradley M. Nagel
	Title:	Chief Financial Officer

FAQ

What did Electromed (ELMD) announce in this 8-K?

Electromed, Inc. reported that its board of directors approved a new share repurchase authorization, allowing the company to buy back its common stock under specified conditions.

How large is Electromed's new share repurchase authorization?

The board authorized Electromed, Inc. to repurchase up to $10.0 million of its outstanding common stock.

How can Electromed (ELMD) execute the $10.0 million buyback?

Electromed, Inc. may repurchase shares from time to time on the open market and in privately negotiated transactions under the $10.0 million authorization.

Is Electromed required to complete the full $10.0 million repurchase?

No. The filing states that the amount and timing of any share repurchases will depend on market conditions and other corporate considerations, so Electromed is not obligated to use the entire $10.0 million authorization.

Where can investors find more details about Electromed's repurchase plan?

Additional details are included in a press release dated September 9, 2025, which is attached as Exhibit 99.1 to the 8-K and incorporated by reference into Item 7.01.

Does the share repurchase authorization change Electromed's SEC filing status?

No. The 8-K simply furnishes information about the share repurchase authorization and the related press release; it does not change Electromed, Inc.'s reporting obligations or status.