Mesa Laboratories SEC Filings

Mesa Laboratories, Inc. held its annual meeting on August 22, 2025. Holders of 5,501,454 shares were entitled to vote and 5,203,377 shares were represented in person or by proxy. Seven director nominees — John J. Sullivan, Gary M. Owens, Jennifer S. Alltoft, Shannon M. Hall, Shiraz S. Ladiwala, R. Tony Tripeny and Mark C. Capone — were each elected to one-year terms through the 2026 annual meeting. The board then appointed committee members. Shareholders ratified Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2026. On a non-binding advisory basis, shareholders approved the compensation of the company’s named executive officers as disclosed in the proxy statement.

Shiraz Ladiwala, a director of Mesa Laboratories, received restricted stock unit vestings and holds common stock. On August 15, 2025, 1,949 RSUs vested and were reported as acquired resulting in 1,949 shares delivered at $0 per share. Additionally, 3,810 RSUs granted on the same date were reported as unvested and remain scheduled to vest on August 15, 2026, representing an additional 3,810 shares. After the vested delivery, the reporting person beneficially owned 5,023 shares of Mesa Laboratories common stock. The Form 4 was filed by one reporting person and lists the reporting person as a director. The filing was signed under power of attorney on August 15, 2025.

John James Sullivan, a director of Mesa Laboratories, reported transactions dated 08/15/2025 related to his company equity awards and holdings. The filing shows 1,404 restricted stock units (RSUs) vested and were converted into 1,404 shares with a reported price of $0, increasing his direct common stock holdings to 27,282 shares. The report also records an additional grant of 2,784 RSUs that vest on 08/15/2026 and are reported as 2,784 shares of direct beneficial ownership once settled. Separately, 44,780 shares are held indirectly via a spousal lifetime access trust. All transactions were reported on Form 4 and appear to be routine equity compensation activity by an insider.

Mesa Laboratories, Inc. drew $97 million under its existing senior secured Credit Facility on August 12, 2025, bringing total outstanding borrowings under that facility to $108 million. The company used the proceeds to fund settlement of its outstanding convertible notes that matured on August 15, 2025, in accordance with the indenture.

The Credit Facility carries interest at either a base rate or a SOFR rate plus a spread and matures on April 5, 2029. The filing references the full credit agreement previously filed on April 8, 2024, and includes a press release as Exhibit 99.1 dated August 18, 2025.

Shannon Hall, a director of Mesa Laboratories, reported stock-based compensation transactions dated 08/15/2025. The filing shows 1,404 restricted stock units (RSUs) vested on that date and were converted into 1,404 shares of common stock with a reported acquisition price of $0. After the transaction Hall beneficially owns 4,189 shares directly. The filing also reports an additional grant of 2,784 RSUs that vest on 08/15/2026 and are recorded as 2,784 shares of underlying common stock. The Form 4 was executed under power of attorney and signed on 08/18/2025.

Tony Tripeny, a director of Mesa Laboratories, reported transactions on 08/15/2025 that changed his beneficial ownership in the company's common stock. 1,404 shares were acquired upon vesting of Restricted Stock Units (RSUs) (price reported as $0) and 2,784 RSUs were granted that vest on 08/15/2026. After these transactions, he beneficially owns 4,083 shares. The Form 4 was filed with an 08/18/2025 signature executed by a power of attorney. All items reported relate to non-derivative shares and RSU awards described in the filing.

Mark Christopher Capone, a director of Mesa Laboratories, reported transactions on Form 4 showing equity from restricted stock units. On 08/15/2025 1,404 RSUs vested and were converted into 1,404 shares of common stock at a $0 price, increasing his reported beneficial ownership of common stock to 2,128 shares. The filing also reports an additional 2,784 RSUs that remain outstanding and vest on 08/15/2026. The Form 4 was executed under power of attorney by John Sakys and dated 08/18/2025. All transactions are routine equity compensation events; no cash purchase price was reported.

Jennifer Sadie Alltoft, a director of Mesa Laboratories, reported changes in her beneficial ownership on Form 4. On 08/15/2025 she had 1,404 restricted stock units (RSUs) vest and be converted into 1,404 shares of common stock at a $0 price, and she acquired an additional 2,784 RSUs that vest on 08/15/2026. After the transactions, she beneficially owned 4,878 shares directly.

The filing was signed under power of attorney by John Sakys on 08/18/2025. The transactions are compensation-related equity awards (vesting and new RSU grant) and reflect routine director equity compensation rather than open-market purchases or sales.

Mesa Laboratories (MLAB) filed its FY-26 Q1 10-Q for the quarter ended 30-Jun-2025. Net sales rose 2.4% YoY to $59.5 m, while gross margin slipped 200 bp to 62.0% as higher input and labor costs outweighed price and mix. Operating income fell 45% to $3.1 m, but a $6.1 m FX gain drove net income up 40% to $4.7 m, or diluted EPS of $0.85 (vs $0.62).

• Segment trends: Sterilization & Disinfection Control (+10.7% rev, 71.5% GM) offset declines in Biopharma Development (-4.3% rev, GM -11.4 ppt) and Clinical Genomics (-9.7% rev). Calibration Solutions grew 4.7% but margin contracted 4.4 ppt.
• Geography: U.S. sales +2.9% to $27.6 m; China -17% to $5.4 m; other regions +6.9%.
• Cash & debt: Cash fell to $21.3 m (-$6.0 m Q-to-Q) as operating cash flow shrank to $1.9 m (vs $10.7 m). Convertible notes of $97.5 m mature Aug-2025 and are now classified current; revolver balance rose to $14 m. Total leverage 1.8× EBITDA remains within covenants.
• Balance sheet: Inventories up 10.8% to $28.1 m; goodwill lifted by $6.3 m FX. Share count 5.50 m; dividend maintained at $0.16/sh (-$0.9 m cash).
• Guidance/risks: No formal outlook, but management cites tariff pressure, higher refinancing rates on revolver once notes are repaid, and segment-specific demand softness, particularly in China and BPD.

Overall, results show modest top-line expansion driven by SDC, but core profitability and cash generation weakened, and near-term refinancing risk rises as the convertible notes approach maturity.