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SI-BONE, Inc. SIBN Form 10-Q filing Q1 FY2026

Filed
May 11, 2026, 5:03 PM EDT
Fiscal quarter
Q1 FY2026
Calendar quarter
Q1 2026
Accession
0001459839-26-000056

Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

In thousands, except share and per share amounts · Unaudited

View SEC source
Line itemMarch 31, 2026December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents
Short-term investments
Accounts receivable, net of allowance for credit losses of and , respectively
Inventory
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Operating lease right-of-use assets
Other non-current assets
TOTAL ASSETS
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
Accrued liabilities and other
Operating lease liabilities, current portion
Total current liabilities
Long-term borrowings
Operating lease liabilities, net of current portion
TOTAL LIABILITIES
Commitments and contingencies (Note 6)
STOCKHOLDERS’ EQUITY
Preferred stock, par value; shares authorized; shares issued and outstanding
Common stock, par value; shares authorized; and shares issued and outstanding, respectively
Additional paid-in capital
Accumulated other comprehensive income
Accumulated deficit()()
TOTAL STOCKHOLDERS’ EQUITY
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

In thousands, except share and per share amounts · Unaudited

View SEC source
Line itemThree Months Ended March 31, 2026Three Months Ended March 31, 2025
Revenue
Cost of goods sold
Gross profit
Operating expenses:
Sales and marketing
Research and development
General and administrative
Total operating expenses
Loss from operations()()
Interest and other income (expense), net:
Interest income
Interest expense()()
Other income (expense)
Net loss$()$()
Other comprehensive income (loss):
Changes in foreign currency translation()
Unrealized loss on marketable securities(155)(81)
Comprehensive loss$()$()
Net loss per share, basic and diluted$()$()
Weighted-average number of common shares used to compute basic and diluted net loss per share

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

In thousands, except share amounts · Unaudited

View SEC source
Line itemCommon StockSharesCommon StockAmountAdditional Paid-in CapitalAccumulated Other Comprehensive IncomeAccumulated DeficitTotal Stockholders’ Equity
Balance as of December 31, 202543,647,131$4$626,970$816$(450,258)
Issuance of common stock upon exercise of stock options, net of shares withheld7,34634
Issuance of common stock upon vesting of restricted stock units546,996
Stock-based compensation6,025
Foreign currency translation(160)()
Net unrealized loss on marketable securities(155)(155)
Net loss(4,334)()
Balance as of March 31, 202644,201,473$4$633,029$501$(454,592)
Line itemCommon StockSharesCommon StockAmountAdditional Paid-in CapitalAccumulated Other Comprehensive IncomeAccumulated DeficitTotal Stockholders’ Equity
Balance as of December 31, 202442,086,477$4$598,070$244$(431,354)
Issuance of common stock upon exercise of stock options, net of shares withheld20,045103
Issuance of common stock upon vesting of restricted stock units373,078
Stock-based compensation6,663
Foreign currency translation157
Net unrealized loss on marketable securities(81)(81)
Net loss(6,542)()
Balance as of March 31, 202542,479,600$4$604,836$320$(437,896)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

In thousands · Unaudited

View SEC source
Line itemThree Months Ended March 31, 2026Three Months Ended March 31, 2025
Cash flows from operating activities
Net loss$()$()
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation
Depreciation and amortization1,6171,278
Accounts receivable credit losses
Amortization of discount and premium on marketable securities()()
Inventory reserve
Amortization of debt issuance costs
Loss on disposal of property and equipment
Changes in operating assets and liabilities:
Accounts receivable()
Inventory()()
Prepaid expenses and other assets
Accounts payable
Accrued liabilities and other()()
Net cash used in operating activities()()
Cash flows from investing activities
Maturities of marketable securities46,13060,000
Purchases of marketable securities()()
Purchases of property and equipment()()
Net cash (used in) provided by investing activities()
Cash flows from financing activities
Proceeds from the exercise of stock options
Net cash provided by financing activities
Effect of exchange rate changes on cash and cash equivalents(145)417
Net increase (decrease) in cash and cash equivalents()
Cash and cash equivalents at
Beginning of period
End of period
Supplemental disclosure of non-cash information
Unpaid purchases of property and equipment
Right-of-use asset obtained in exchange for a lease liability

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

7

SI-BONE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. The Company and Nature of Business

SI-BONE, Inc. (the “Company”) was incorporated in the state of Delaware on March 18, 2008 and is headquartered in Santa Clara, California. The Company is a leader in developing and commercializing differentiated solutions targeting surgical and interventional procedures for patients with compromised bone. Since building solutions targeting the sacroiliac joint, the Company has expanded its platform to address adjacent indications, including spinopelvic fixation and pelvic trauma, leveraging its expertise in biomechanical design and anatomy-specific innovation.

Since launching its first generation iFuse in 2009, the Company has launched multiple implant product lines, including iFuse 3D in 2017, iFuse TORQ in 2021, iFuse Bedrock Granite in 2022, iFuse INTRA and iFuse TORQ TNT in 2024, and iFuse INTRA Ti in 2026. In the United States, iFuse, iFuse 3D, iFuse TORQ and iFuse Bedrock Granite have clearances for applications in sacroiliac joint dysfunction, adult spinal deformity and pelvic trauma. iFuse TORQ TNT has clearances for applications in pelvic trauma and sacroiliac joint dysfunction. In Europe, iFuse, iFuse 3D and iFuse TORQ are approved for applications in sacroiliac fusion, adult spinal deformity and pelvic fracture fixation. iFuse TORQ TNT is CE marked for uses similar to those in the US.

8

SI-BONE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP have been condensed or omitted, and accordingly the balance sheet as of December 31, 2025 has been derived from the audited consolidated financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments that are necessary for a fair statement of the Company’s consolidated financial information. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any other interim period or for any other future year.

The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements and related notes thereto for the year ended December 31, 2025 contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2026 (the “2025 Annual Report”).

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant accounting estimates and management judgments reflected in the condensed consolidated financial statements primarily includes the fair value of performance-based restricted stock unit awards. Estimates are based on historical experience, where applicable and other assumptions believed to be reasonable by the management. Actual results could differ from those estimates.

Significant Accounting Policies

The Company’s significant accounting policies are disclosed in the 2025 Annual Report. There have been no material changes to these accounting policies.

Segments

The Company's chief operating decision makers (“CODMs”) are the Chief Executive Officer and Chief Financial Officer. The Company has determined that it has a single operating and reportable segment. The CODMs use revenue and net loss at the consolidated level to measure segment profit and loss, allocate resources, monitor plan versus actual results, and manage operations. Significant expenses within net loss include cost of goods sold, sales and marketing, research and development, and general and administrative at the consolidated level. Other segment items within net loss include interest income, interest expense, and other income (expense), net.

Substantially all of the segment revenue is derived from sales to customers in the U.S. Description of segment products are included in Note 1. The Company and Nature of Business. Revenue by geography is based on billing address of the customer. International revenue accounted for less than 10% of the total revenue during the periods presented. Long-lived assets held outside the U.S. are immaterial. The following table summarizes the Company's revenue by geography:

in thousands

View SEC source
Line itemThree Months Ended March 31, 2026Three Months Ended March 31, 2025
United States
International

Recent Accounting Pronouncements

9

SI-BONE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

In December 2025, the FASB issued ASU 2025-12, Codification Improvements (“ASU 2025-12”). ASU 2025-12 provides updates for a broad range of Accounting Topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of ASU 2025-12 on its disclosures.

In November 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) (“ASU 2025-11”). ASU 2025-11 provides additional guidance on interim disclosure requirements and improves the navigability of the requirements. ASU 2025-11 is effective for fiscal years beginning after December 15, 2028 and for interim periods within fiscal years beginning after December 15, 2029. The Company is currently evaluating the impact of ASU 2025-11 on its disclosures.

In September 2025, the FASB issued ASU 2025-06, Goodwill and Other-Internal-Use Software (Subtopic 350-40) - Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 makes targeted improvements to the accounting for internal-use software. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and for interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of ASU 2025-06 on its accounting for internal developed software and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. ASU 2024-03 should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of ASU 2024-03 on its disclosures.

10

SI-BONE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

3. Marketable Securities

All of the Company's marketable securities were available-for-sale and were classified based on their maturities. Marketable securities with remaining maturities at the date of purchase of three months or less are classified as cash equivalents. Short-term investments are securities that original maturity or remaining maturity is greater than three months and not more than twelve months. Long-term investments are securities for which the original maturity or remaining maturity is greater than twelve months.

The table below summarizes the marketable securities:

March 31, 2026 · in thousands

View SEC source
Line itemAmortized CostUnrealized GainsUnrealized LossesAggregate Fair Value
Money market funds$28,974$28,974
Cash equivalents
U.S. treasury securities96,4267(35)96,398
Corporate bonds3,010(2)3,008
Commercial paper11,763(21)11,742
Short-term investments()
Total marketable securities$()

December 31, 2025 · in thousands

View SEC source
Line itemAmortized CostUnrealized GainsUnrealized LossesAggregate Fair Value
Money market funds$28,524$28,524
U.S. treasury securities4,99915,000
Cash equivalents
U.S. treasury securities101,371100101,471
U.S. agency bonds4,10934,112
Short-term investments
Total marketable securities

The amortized cost of the Company's available-for-sale securities approximates their fair value. Unrealized losses are generally due to interest rate fluctuations, as opposed to credit quality. However, the Company reviews individual securities that are in an unrealized loss position in order to evaluate whether or not they have experienced or are expected to experience credit losses. As of March 31, 2026 and December 31, 2025, unrealized gains and losses from the investments were not the result of a decline in credit quality. As a result, the Company did recognize any credit losses related to its investments and that all unrealized gains and losses on available-for-sale securities are recorded in accumulated other comprehensive income (loss) on the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025.

The Company elected to present accrued interest receivable separately from short-term investments on its condensed consolidated balance sheets. Accrued interest receivable was million and million as of March 31, 2026 and December 31, 2025, respectively, and was recorded in prepaid expenses and other current assets. The Company also elected to exclude accrued interest receivable from the estimation of expected credit losses on its marketable securities and reverse accrued interest receivable through interest income (expense) when amounts are determined to be uncollectible. The Company did write off any accrued interest receivable during the three months ended March 31, 2026 or year ended December 31, 2025.

4. Fair Value Measurement

11

SI-BONE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Carrying amounts of certain of the Company’s financial instruments, including cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities and market interest rates, if applicable. The carrying value of the Company’s long-term debt also approximates fair value based on management’s estimation that a current interest rate would not differ materially from the stated rate. There were no other financial assets and liabilities that require fair value hierarchy measurements and disclosures for the periods presented.

The table below summarizes the fair value of the Company’s marketable securities measured at fair value on a recurring basis based on the three-tier fair value hierarchy:

March 31, 2026 · in thousands

View SEC source
Line itemLevel 1Level 2Level 3Total
Marketable securities
Money market funds$28,974$28,974
U.S. treasury securities96,39896,398
Corporate bonds3,0083,008
Commercial paper11,74211,742
Total marketable securities$125,372$14,750
December 31, 2025
Level 1Level 2Level 3Total
(in thousands)
Marketable securities
Money market funds$28,524$28,524
U.S. treasury securities106,471106,471
U.S. agency bonds4,1124,112
Total marketable securities$134,995$4,112

12

SI-BONE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

5. Balance Sheet Components

Inventory

As of March 31, 2026, inventory consisted of finished goods of million and work-in-progress and components of million. As of December 31, 2025, inventory consisted of finished goods of million and work-in-progress and components of million.

Property and Equipment, net:

in thousands

View SEC source
Line itemMarch 31, 2026December 31, 2025
Instrument trays$26,540$25,733
Machinery and equipment3,2393,242
Construction in progress5,6435,901
Computer and office equipment4,9064,710
Leasehold improvements3,8733,873
Furniture and fixtures386386
Less: Accumulated depreciation and amortization()()

As of March 31, 2026, construction in progress pertains to the cost of individual components of an instrument tray used for surgical placement of the Company's products that have not yet been placed into service of $5.3 million and software costs of $0.3 million. As of December 31, 2025, construction in progress pertains to cost of individual components of an instrument tray used for surgical placement of the Company's products that have not yet been placed into service of $5.8 million and software costs of $0.1 million. Depreciation expense was million and million for the three months ended March 31, 2026 and 2025, respectively.

Accrued Liabilities and Other:

in thousands

View SEC source
Line itemMarch 31, 2026December 31, 2025
Accrued compensation and related expenses
Accrued royalty
Accrued rebates
Accrued professional services
Others

Accounts Receivable and Allowance for Credit Losses:

The movement in the allowance for credit losses was as follows:

in thousands

View SEC source
Line itemMarch 31, 2026December 31, 2025
Balance at beginning of period
Provision
Write-offs()()
Balance at end of period

13

SI-BONE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

6. Commitments and Contingencies

Operating Leases

In February 2026, the Company entered into a lease for 50,485 square feet of office space in San Jose, California, with a lease term of 102 months with one five-year option to extend the term of the lease. The monthly base rent is $128,737 and is subject to annual increases. The Company is not required to pay monthly base rent for the first six months. Under the terms of the lease, the Company expects to receive up to $3.8 million from the landlord as reimbursement for qualifying costs incurred in connection with the Company’s construction of tenant improvements. During the three months ended March 31, 2026, the Company recorded a right-of-use asset of $6.6 million and a lease liability of $6.5 million related to the lease. As of March 31, 2026, lease payments have not yet commenced for the lease.

The Company also has a non-cancelable operating lease for an office building space, located in Santa Clara, California, with an original lease period expiring in May 2025. On July 18, 2024, the Company extended the term of the lease for an additional period of fourteen months commencing on June 1, 2025 and expiring July 31, 2026.

The Company also has non-cancelable leases for a building used for research and development and warehouse space in Santa Clara, California which expires in October 2026, and office building space in Gallarate, Italy which expires in August 2027.

The Company also leases vehicles under operating lease arrangements for certain of its personnel in Europe which expire at various times throughout 2026 to 2028.

Supplemental information related to lease expense and valuation of the lease assets and lease liabilities are as follows:

Line itemThree Months Ended March 31, 2026Three Months Ended March 31, 2025
Operating lease expense$414$311
Variable lease expense
Total lease expense
Cash paid for amounts included in the measurement of operating lease liabilities
Leased assets obtained in exchange for new operating lease liabilities
March 31, 2026December 31, 2025
Weighted average remaining lease term (in years)8.131.20
Weighted average discount rate%%

14

SI-BONE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Future minimum lease payments under non-cancelable operating leases as of March 31, 2026 was as follows:

Year Ending December 31,(in thousands)(in thousands)
Remainder of 2026
2027
2028
2029
2030
Thereafter
Total operating lease payments
Less: imputed interest and tenant improvement allowance()
Total operating lease liabilities

As of March 31, 2026, the Company had operating lease liabilities that had not commenced.

Purchase Commitments and Obligations

The Company has certain purchase commitments related to its inventory management with certain manufacturing suppliers based on the agreements or blanket purchase orders. The contractual obligations represent future cash commitments and liabilities under agreements with third parties and exclude orders for goods and services entered into in the normal course of business that are not enforceable or legally binding. These outstanding commitments amounted to million as of March 31, 2026 and December 31, 2025.

Indemnification

The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third-party with respect to the Company’s technology. The term of these indemnification agreements is generally perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future, but have not yet been made.

The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual.

The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. No liability associated with such indemnifications has been recorded to date.

Legal Contingencies

In October 2024, the Company received a civil investigative demand (“CID”) from the U.S. Department of Justice, Civil Division, in connection with an investigation under the federal Anti-Kickback Statute and Civil False Claims Act (the “Investigation”). The CID requests information and documents primarily relating to meals and consulting service payments provided to health care professionals. The Company is cooperating with the Investigation but is currently unable to express a view regarding the likely duration, or ultimate outcome, of the Investigation or estimate the possibility of, or amount or range of, any possible financial impact. Depending on how the Investigation progresses, there may be a material impact on the Company’s business, results of operations, or financial condition.

From time to time, the Company may become involved in legal proceedings arising in the ordinary course of its business. Except with regards to the Investigation, the Company is not presently a party to any material legal proceedings that, if determined adversely to the Company, would have a material adverse effect on the Company.

15

SI-BONE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

7. Borrowings

Term Loan

The following table summarizes the outstanding borrowings from the term loan as of the periods presented:

in thousands

View SEC source
Line itemMarch 31, 2026December 31, 2025
Principal outstanding
Less: Unamortized debt issuance costs and lender fees()()
Outstanding debt, net of debt issuance costs and unaccreted value of final payment fee
Classified as:
Long-term borrowings

The outstanding debt is related to a Loan and Security Agreement dated August 12, 2021 (the "Original Loan Agreement") entered into by the Company with Silicon Valley Bank, a California corporation ("SVB"). Pursuant to the Original Loan Agreement, the Company borrowed a term loan in the aggregate principal amount of $35.0 million to the Company (the “Original Term Loan”).

On January 6, 2023, the Company entered into a First Amendment to Loan and Security Agreement with SVB to amend our Original Loan Agreement (the "First Amendment" and with the Original Loan Agreement, collectively the "Amended Loan Agreement"). Upon entry into the Amended Loan Agreement, the Company borrowed a new term loan in the aggregate principal amount of $36.0 million (the "First Amendment Term Loan"), which was substantially used to repay in full the $35.0 million Original Term Loan outstanding under the Original Loan Agreement, and we also obtained a secured revolving credit facility in an aggregate principal amount of up to $15.0 million (the “Revolving Line”). The First Amendment also provided for a final payment fee payable to SVB of 2% of the original principal amount of the First Amendment Term Loan due upon the earlier of the First Amendment Term Loan Maturity Date, termination of the Amended Loan Agreement, acceleration by the Lender following an event of default, or prepayment of the First Amendment Term Loan.

On January 25, 2024, the Company entered into a Second Amendment to Loan and Security Agreement with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as successor in interest to SVB ("First Citizens") to further amend our Amended Loan Agreement (the "Second Amendment" and together with the Amended Loan Agreement, collectively, the "Second Amended Loan Agreement"). The Second Amendment revised certain provisions related to financial covenants and the periods in which such covenants applied.

On November 8, 2024, the Company entered into a Third Amendment to the Loan and Security Agreement with First-Citizens to further amend our Second Amended Loan Agreement (the "Third Amendment" and together with the Second Amended Loan Agreement, collectively, the "Third Amended Loan Agreement"). Upon entry into the Third Amended Loan Agreement, we borrowed a new term loan in the aggregate principal amount of $36.0 million (the "Third Amendment Term Loan"), which was substantially used to refinance and repay in full the then-outstanding $36.0 million First Amendment Term Loan. The Company also paid a final payment fee of $0.7 million related to such prior First Amendment Term Loan. The Third Amendment set the maturity date for the Third Amendment Term Loan as September 1, 2029 (the "Third Amendment Term Loan Maturity Date"), and set the first principal repayment due date for the Third Amendment Term Loan to October 1, 2027; which date will, upon the achievement of the Performance Milestone (as defined in the Third Amendment), become October 1, 2028. Interest on the Third Amendment Term Loan will be payable monthly at a floating rate per annum equal to the greater of 4.25% and the WSJ Prime Rate minus 0.5%. The Company may elect to prepay the Third Amendment Term Loan in whole prior to the Third Amendment Term Loan Term Loan Maturity Date, subject to a prepayment fee equal to 1.5% of the original principal amount of the Third Amendment Term Loan if the loan is prepaid within 18 months following the closing of the Third Amendment. The Third Amendment revised certain provisions related to financial covenants and the periods in which such covenants apply.

The Company accounted for the Third Amended Loan Agreement as a debt modification. Accordingly, the remaining unamortized debt issuance costs related to the Second Amended Loan Agreement together with any lender fees incurred in connection with the entry of the Third Amended Loan Agreement are amortized to interest expense using the straight-line method over the new term of the loan through August 2029.

On September 25, 2025, the Company entered into a Fourth Amendment to Loan and Security Agreement with First-Citizens to further amend our Third Amended Loan Agreement (the “Fourth Amendment” and together with the Third Amended Loan Agreement, collectively, the “Fourth Amended Loan Agreement”). The Fourth Amendment revised the periods in which the financial covenants applied.

16

SI-BONE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The effective interest rates for the three months ended March 31, 2026 and March 31, 2025 were 6.6% and 7.3%, respectively. The table below summarizes the future principal payments under the Fourth Amendment Loan Agreement as of March 31, 2026:

Year ending December 31,Remainder of 2026(in thousands)$(in thousands)
20276,000
202818,000
202912,000
2030
Total principal payments$36,000

The Fourth Amended Loan Agreement includes affirmative and negative covenants applicable to the Company and certain of its foreign subsidiaries. The affirmative covenants include, among others, covenants requiring the Company to maintain its legal existence and governmental compliance, deliver certain financial reports, and maintain insurance coverage. The negative covenants include, among others, restrictions regarding transferring collateral, pledging the Company's intellectual property to other parties, engaging in mergers or acquisitions, paying dividends or making other distributions, incurring indebtedness, transacting with affiliates, and entering into certain investments, in each case subject to certain exceptions. As of March 31, 2026, the Company was in compliance with all debt covenants.

8. Stock-Based Incentive Compensation Plans

Stock Options

The table below summarizes the stock option activity for the three months ended March 31, 2026:

Line itemNumber of SharesWeighted- Average Exercise PriceWeighted-Average Contractual Remaining Life (Years)Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2025
Exercised()
Canceled and forfeited()
Outstanding as of March 31, 20261.80
Options vested and exercisable as of March 31, 20261.80
Options vested and expected to vest as of March 31, 20261.80

As of March 31, 2026, there is unrecognized compensation cost related to stock options.

There were stock options granted during the three months ended March 31, 2026 and 2025.

17

SI-BONE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Restricted Stock Units (“RSUs”)

RSUs are share awards that entitle the holder to receive freely tradable shares of the Company’s common stock upon vesting. RSUs generally vest over one to four years based upon continued services and are settled at vesting in shares of the Company's common stock. Certain RSUs vest based upon continued services and the achievement of financial milestones. The grant date fair value of the RSUs is equal to the closing price of the Company’s common stock on the grant date.

The Company granted performance-based restricted stock unit awards subject to market and service vesting conditions to certain executive officers under SI-BONE's 2018 Equity Incentive Plan (“PSUs”). The shares subject to PSUs vest over a three-year performance period. The actual number of PSUs that will vest in each measurement period will be determined by the Compensation Committee based on the Company’s total shareholder return (“TSR”) relative to the TSR of the Median Peer Companies (as defined in the award agreement). The grant date fair value of each stock award with a market condition was determined using the Monte Carlo valuation model. The table below summarizes the assumptions used to estimate the grant date fair value of the PSUs granted:

Line itemThree Months Ended March 31, 20262025
Expected volatility of common stock51.0%57.0%
Expected volatility of peer companies31.0%30.0%
Correlation coefficient of peer companies1.001.00
Risk-free interest rate3.3%4.1%
Dividend yield1.0%

The table below summarizes RSU and PSU activity for the three months ended March 31, 2026:

Line itemRSUsNumber of SharesRSUsWeighted Average Grant Date Fair ValuePSUsNumber of SharesPSUsWeighted Average Grant Date Fair Value
Outstanding as of December 31, 20251,916,581$17.30785,457$16.17
Granted1,132,35715.44178,86013.23
Vested(279,990)17.78(267,006)14.44
Canceled and forfeited(29,796)16.29(1,731)11.08
Outstanding as of March 31, 20262,739,15216.49695,58016.09

Employee Stock Purchase Plan

The Company’s 2018 Employee Stock Purchase Plan (the “ESPP”) allows eligible employees to purchase shares of the Company's common stock through payroll deductions at the price equal to 85% of the lesser of the fair market value of the stock as of the first date or the ending date of each six month offering period. The offering period generally commences in May and November. On March 26, 2020, the Company's Compensation Committee approved the amendment of the terms of future offerings under the ESPP which, among other things, increased the maximum number of shares that may be purchased on any single purchase date, provided for automatic enrollment in a new offering.

The fair value of the ESPP shares is estimated using the Black-Scholes option pricing model, which is being amortized over the requisite service period. As of March 31, 2026 and December 31, 2025, total accumulated ESPP related employee payroll deductions amounted to $1.1 million and $0.3 million, respectively, which were included within accrued compensation and related expenses in the condensed consolidated balance sheets.

18

SI-BONE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Stock-Based Compensation

The table below presents the detail of stock-based compensation expense amounts included in the condensed consolidated statements of operations:

in thousands

View SEC source
Line itemThree Months Ended March 31, 2026Three Months Ended March 31, 2025
Cost of goods sold$132$160
Sales and marketing2,3132,623
Research and development688834
General and administrative2,8923,046

Warrants

The table below summarizes common stock warrants activity for the three months ended March 31, 2026:

DateIssuanceDateExpirationOutstanding Balance atDecember 31, 2025Price per ShareWarrants IssuedWarrant ExercisedWarrant ExpiredOutstanding Balance atMarch 31, 2026
3/1/20173/1/20271,388$5.941,388
12/22/201612/22/20269,712$10.039,712
  1. Net Loss Per Share of Common Stock

The table below summarizes the computation of basic and diluted net loss per share:

in thousands, except share and per share data

View SEC source
Line itemThree Months Ended March 31, 2026Three Months Ended March 31, 2025
Net loss$()$()
Weighted-average shares used to compute basic and diluted net loss per share
Net loss per share, basic and diluted$()$()

Because the Company has reported a net loss in all periods presented, outstanding stock options, restricted stock units, ESPP purchase rights and common stock warrants are anti-dilutive and therefore diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following anti-dilutive common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented:

19

SI-BONE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Line itemThree Months Ended March 31, 2026Three Months Ended March 31, 2025
Stock options794,1611,021,086
Restricted stock units3,434,7323,494,719
ESPP purchase rights82,805145,509
Common stock warrants11,10078,459
  1. Income Taxes

In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date profit or loss, adjusted for discrete items arising in that quarter. The Company updates its estimate of its annual effective tax rate at the end of each quarterly period. The estimate takes into account annual forecasted income (loss) before income taxes, the geographic mix of income (loss) before income taxes and any significant permanent tax items. The Company did have provision for income taxes for the three months ended March 31, 2026 and 2025. The Company continues to maintain a full valuation allowance against its net deferred tax assets due to the uncertainty surrounding realization of such assets.

The Company accounts for the uncertainty in income taxes by utilizing a comprehensive model for the recognition, measurement, presentation and disclosure in financial statements of any uncertain tax positions that have been taken or are expected to be taken on an income tax return. There had been no changes in the estimated uncertain tax benefits recorded as of March 31, 2026 compared to December 31, 2025.

20

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes to those statements included elsewhere in this Quarterly Report on Form 10-Q, and with the consolidated financial statements and management’s discussion and analysis of our financial condition and results of operations in our Annual Report on Form 10-K filed with the SEC on February 24, 2026. Some of the information contained in this discussion and analysis, or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many important factors, including those set forth in the “Risk Factors” section of our Annual Report on Form 10-K filed on February 24, 2026, our actual results could differ materially from the results described in, or implied, by these forward-looking statements.

Overview

We are a leader in developing and commercializing differentiated solutions targeting surgical and interventional procedures for patients with compromised bone. Since building solutions targeting the sacroiliac joint, we have expanded our platform to address adjacent indications, including spinopelvic fixation and pelvic trauma, leveraging our expertise in biomechanical design and anatomy-specific innovation.

We market our products primarily with a direct sales force as well as a number of third-party sales agents in the United States, and with a combination of a direct sales force and sales agents in other countries. As of March 31, 2026, nearly 150,000 procedures have been performed using our technologies since initial commercialization.

Factors Affecting Results of Operations and Key Performance Indicators

We monitor certain key performance indicators that we believe provide us and our investors indications of conditions that may affect results of our operations. Our revenue growth rate and commercial progress is impacted by, among other things, our key performance indicators, including our ability to expand access to solutions, increase physician penetration, launch new products, address human capital needs and gain operational efficiencies.

Introduce Solutions Addressing New Markets

We believe we are the industry leader in pioneering anatomy-specific solutions that are grounded in our biomechanical design expertise and backed by strong clinical evidence. Our product development strategy focuses on addressing unmet clinical needs while leveraging our existing platform technologies, enabling us to expand surgeon adoption and increase procedure volumes over time. As pioneers of minimally invasive treatment for sacroiliac joint dysfunction and degeneration, we developed a deep competency in addressing the challenges of low-density bone in the sacrum. Over the years, we have expanded our platform of solutions to address spinopelvic fixation and pelvic trauma. Our focus on innovation has resulted in three of our platform technologies being designated as breakthrough devices by the FDA.

We continue to invest in research and development initiatives to bring new and differentiated solutions to the market. Robust clinical evidence is central to drive adoption and favorable reimbursement, and we remain focused on continuing to set the industry standard in delivering evidence-based care through best-in-class clinical trials that demonstrate the efficacy, safety, and economic benefit of our solutions. During the three months ended March 31, 2026, we spent $4.2 million on research and development, equating to 8.0% of our revenue. During the three months ended March 31, 2025, we spent $4.5 million on research and development, equating to 9.6% of our revenue.

Expand Access to Solutions

Our commercial growth is driven by expansion of our sales organization, increased surgical capacity, and broader site-of-service adoption. As of March 31, 2026, our U.S. commercial organization included 89 territory sales managers, 80 clinical support specialists, and 336 third-party sales agents, compared to 85 territory sales managers, 78 clinical support specialists, and 278 third-party sales agents as of March 31, 2025.

As of March 31, 2026, our international commercial organization included 10 direct sales representatives and 28 third-party sales agents and resellers, compared to 10 direct sales representatives and 29 third-party sales agents and resellers as of March 31, 2025.

Our expanded platform allows us to serve our physicians across all sites of care. Over 33% of U.S. sacroiliac joint procedures were performed in ambulatory surgical center (“ASC”) and office-based lab (“OBL”) settings during the quarter.

Engage and Educate Physicians

Physician adoption and utilization are key drivers of our revenue growth. We focus on:

  • increasing the number of active physicians performing our procedures;
  • improving time to first case following training; and
  • increasing procedures per active physician.

Our training programs include hands-on cadaveric sessions, simulator-based training, and structured onboarding programs designed to accelerate adoption and improve procedural efficiency. In addition to training new physicians and working with our existing physician customers to grow their use of our products, we have several initiatives to re-engage inactive physicians.

Enhance Employee Experience and Engagement

Our ability to recruit and retain skilled personnel, particularly within our commercial organization, is a significant determinant of our success. We continue to focus on maintaining a competitive compensation structure and supporting sales force productivity and retention.

In addition to ensuring equitable compensation for our employees, we maintain a strong focus on enhancing employee retention and job satisfaction. To achieve this, we have established a feedback mechanism to continually monitor and respond to employee sentiment. Using this feedback, we deploy strategies that enhance the skills of our people managers and improve internal communications with employees. Furthermore, we provide ongoing learning and leadership training opportunities to support professional growth.

Each year, we conduct instructor-led trainings designed to build people leadership capabilities and train managers on delivering actionable feedback. We have also adopted a goal for each of our managers to have regular check-ins with employees to discuss their personal goals and career plans in furtherance of our commitment to career and professional development.

Gain Operational Efficiency

To support the growing demand for our solutions, we continue to focus on operational efficiency, including increasing sales force productivity, and optimizing utilization of our instrument trays.

We are focused on increasing our territory sales managers’ and sales representatives’ capacity, efficiency and productivity. We may do this by adding more clinical support specialists and third-party sales agents as part of hybrid arrangements for case coverage, and by consigning instrument trays and implants at selective sites of service. As of March 31, 2026, our trailing twelve month average revenue per territory sales manager has increased to approximately $2.2 million from $2.0 million as of March 31, 2025.

We have made significant investments in instrument trays and implants to support procedural growth. We continue to focus on improving capital efficiency through optimized inventory management and maximize our asset utilization by having our instrument trays used in more surgeries in any given time period. We routinely work with our suppliers to improve supply chain efficiency, lower manufacturing costs and reduce our cash investment in inventory.

Components of Results of Operations

Revenue

Our revenue from sales of implants fluctuates based on volume of cases (procedures performed), discounts, mix of international and U.S. sales, different implant pricing and the number of implants used for a particular patient. Similar to other orthopedic companies, our case volume can vary from quarter to quarter due to a variety of factors including reimbursement, sales force changes, physician activities, product launches, and seasonality. In addition, our revenue is impacted by changes in average selling price as we respond to the competitive landscape and price differences at different medical facilities, such as hospitals, ASCs and OBLs. Further, revenue results can differ based upon the mix of business between U.S. and international sales mix of our products used, and the sales channel through which each procedure is supported. Our revenue from international sales is impacted by fluctuations in foreign currency exchange rates between the U.S. dollar (our reporting currency) and the local currency.

Our business is affected by seasonal variations. For instance, we have historically experienced lower sales in the summer months and higher sales in the last quarter of the fiscal year as patients have more time in the winter months to have the procedure completed or want to take advantage of their annual limits on deductibles, co-payments and other out-of-pocket payments specified in their insurance plans. However, taken as a whole, seasonality does not have a material impact on our financial results from year to year.

Cost of Goods Sold, Gross Profit, and Gross Margin

We utilize third-party manufacturers for production of our implants and instrument trays. Cost of goods sold consists primarily of costs of the components of implants and instruments, instrument tray depreciation, royalties, scrap and inventory obsolescence, as well as distribution-related expenses such as logistics and shipping costs. Our cost of goods sold has historically increased as case levels increase and from changes in our product mix.

Operating Expenses

Our operating expenses consist of sales and marketing, research and development, and general and administrative expenses. Personnel costs are the most significant component of operating expenses and consist of salaries, sales commissions and other cash and stock-based compensation related expenses. We intend to make investments to execute our strategic plans and operational initiatives. We anticipate certain operating expenses will continue to increase to support our growth.

Sales and Marketing Expenses

Sales and marketing expenses primarily consist of salaries, stock-based compensation expense, and other compensation related costs, for personnel employed in sales, marketing, medical affairs, reimbursement and professional education departments. In addition, our sales and marketing expenses include commissions and bonuses, generally based on a percentage of sales, as well as certain commission guarantees paid to our senior sales management, territory sales managers, clinical support specialists and third-party sales agents.

Research and Development Expenses

Our research and development expenses primarily consist of engineering, product development, clinical and regulatory expenses (including clinical study expenses), consulting services, outside prototyping services, outside research activities, materials, depreciation, and other costs associated with development of our products. Research and development expenses also include related personnel compensation and stock-based compensation expense. We expense research and development costs as they are incurred.

Research and development expenses for engineering projects fluctuate with project timing. Based upon our broader set of product development initiatives and the stage of the underlying projects, we expect to continue to make investments in research and development. As such, we anticipate that research and development expenses will continue to increase in the future.

General and Administrative Expenses

General and administrative expenses primarily consist of salaries, stock-based compensation expense, and other costs for finance, accounting, legal, insurance, compliance, and administrative matters.

Interest Income

Interest income is primarily related to our investments of excess cash in money market funds and marketable securities.

Interest Expense

Interest expense is primarily related to borrowings, amortization of debt issuance costs, and accretion of final fees on the First-Citizens Fourth Amended Loan Agreement.

Other Income (Expense), Net

Other income (expense), net consists primarily of net foreign exchange gains and losses on foreign transactions.

Results of Operations

Comparison of the Three Months Ended March 31, 2026 and 2025

Revenue, Cost of Goods Sold, Gross Profit, and Gross Margin:

in thousands, except for percentages

View SEC source
Line itemThree Months Ended March 31, 2026Three Months Ended March 31, 2025$ Change% Change
Revenue$52,588$47,290$5,29811.2%
Cost of goods sold10,6449,5951,04910.9%
Gross profit$41,944$37,695$4,24911.3%
Gross margin79.8%79.7%

We derive the majority of our revenue from sales to customers in the U.S. Revenue by geography is based on billing address of the customer. The table below summarizes our revenue by geography:

in thousands, except for percentages

View SEC source
Line itemThree Months Ended March 31, 2026AmountThree Months Ended March 31, 2026%Three Months Ended March 31, 2025AmountThree Months Ended March 31, 2025%$ Change% Change
United States$49,30293.8%$44,83694.8%$4,46610.0%
International3,2866.2%2,4545.2%83233.9%
$52,588100.0%$47,290100.0%$5,29811.2%

Revenue. The increase in revenue for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 was primarily driven by higher U.S. procedure volumes, supported by expanded adoption of our product portfolio, increased sales channel coverage, and continued growth in ASC and OBL settings.

Gross Profit and Gross Margin. Gross profit increased $4.2 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, mainly driven by higher revenue. The gross margin remained stable year-over-year, reflecting lower product costs partially offset by higher royalty expenses.

Operating Expenses:

in thousands, except for percentages

View SEC source
Line itemThree Months Ended March 31, 2026Three Months Ended March 31, 2025$ Change% Change
Sales and marketing$32,808$30,681$2,1276.9%
Research and development4,1924,534(342)(7.5)%
General and administrative10,0379,960770.8%
Total operating expenses$47,037$45,175$1,8624.1%

Sales and Marketing Expenses. The increase in sales and marketing expenses for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 was primarily due to a $0.8 million increase in commissions and employee related costs driven by higher revenues and increase in headcount, and a $1.6 million increase in travel, training and marketing activities, partially offset by a decrease of $0.3 million related to stock-based compensation.

Research and Development Expenses. The decrease in research and development expenses for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 was due to timing and stage of product development across projects, as we continue to invest in recently launched products, next generation product development, and clinical and regulatory initiatives.

General and Administrative Expenses. The increase in general and administrative expenses for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily due to a $0.3 million increase in personnel costs and stock-based compensation, partially offset by a $0.3 million decrease in professional service costs.

Interest and Other Income (Expense), Net:

in thousands, except for percentages

View SEC source
Line itemThree Months Ended March 31, 2026Three Months Ended March 31, 2025$ Change% Change
Interest income$1,350$1,592$(242)(15.2)%
Interest expense(592)(662)70(10.6)%
Other income (expense), net18(7)(87.5)%
Total interest and other expense, net$759$938$(179)(19.1)%

Interest Income. The decrease in interest income for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 was primarily due to lower interest earned on our investments in marketable securities, primarily as a result of lower interest rates.

Interest Expense. The decrease in interest expense for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 was primarily due to lower interest rates associated with the First-Citizens Fourth Amended Loan Agreement.

Other Income (Expense), Net. The change in other income (expense), net for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 was primarily due to foreign currency fluctuations.

Liquidity and Capital Resources

As of March 31, 2026, we had cash and marketable securities of $144.7 million as compared to $147.8 million as of December 31, 2025. We have financed our operations primarily through our public offerings and debt financing arrangements. As of both March 31, 2026 and December 31, 2025, we had $35.6 million in outstanding debt.

As of March 31, 2026, we had an accumulated deficit of $454.6 million as compared to $450.3 million as of December 31, 2025. During the three months ended March 31, 2026, we incurred a net loss of $4.3 million. During the years ended December 31, 2025 and 2024, we incurred a net loss of $18.9 million and $30.9 million, respectively, and expect to incur additional losses in the future.

Based upon our current operating plan, we believe that our existing cash and marketable securities will enable us to fund our operating expenses and capital expenditure requirements over the next 12 months from the filing of this Form 10-Q. However, the financial impact of a potential economic downturn or capital market disruptions pose risks and uncertainties in our future available capital resources. We may face challenges and uncertainties and, as a result, may need to raise additional capital as our available capital resources may be consumed more rapidly than currently expected due to, but not limited to (a) decreases in sales of our products and the uncertainty of future revenues from new products; (b) changes we may make to the business that affect ongoing operating expenses; (c) changes we may make in our business strategy; (d) regulatory and reimbursement developments affecting our existing products; (e) changes we may make in our research and development spending plans; and (f) other items affecting our forecasted level of expenditures and use of cash resources. In addition, as we seek to deploy new product offerings, the need for additional capital to fund the purchase of inventories of implants and instrument trays may become more acute and may limit the number of revenue opportunities that we pursue. Each new product family introduced typically requires the purchase of consumable implant inventory as well as investment in a fleet of instrument trays required to support procedures nationwide.

Term Loan

Our outstanding debt is related to a Loan and Security Agreement (the “Original Loan Agreement”) dated August 12, 2021 (the “Effective Date”), entered into by us and Silicon Valley Bank, a California corporation (“SVB”). Pursuant to the Original Loan Agreement, we borrowed a term loan in the aggregate principal amount of $35.0 million (the “Original Term Loan”).

On January 6, 2023, we entered into a First Amendment to Loan and Security Agreement with SVB to amend our Original Loan Agreement (the “First Amendment” and together with the Original Loan Agreement, collectively the “Amended Loan Agreement”). Upon entry into the Amended Loan Agreement, we borrowed a new term loan in the aggregate principal amount of $36.0 million (the “First Amendment Term Loan”), which was substantially used to repay in full the $35.0 million Original Term Loan outstanding under the Original Loan Agreement, and we also obtained a secured revolving credit facility in an aggregate principal amount of up to $15.0 million (the “Revolving Line"). The First Amendment also provided for a final payment fee payable to SVB of 2% of the original principal amount of the First Amendment Term Loan due upon the earlier of the First Amendment Term Loan Maturity Date, termination of the Amended Loan Agreement, acceleration by the Lender following an event of default, or prepayment of the First Amendment Term Loan.

On January 25, 2024, we entered into a Second Amendment to Loan and Security Agreement with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as successor in interest to SVB (“First-Citizens”) to further amend our Amended Loan Agreement (the “Second Amendment” and together with the Amended Loan Agreement, collectively, the “Second Amended Loan Agreement”). The Second Amendment revised certain provisions related to financial covenants and the periods in which such covenants applied.

On November 8, 2024, we entered into a Third Amendment to Loan and Security Agreement with First-Citizens to further amend our Second Amended Loan Agreement (the “Third Amendment” and together with the Second Amended Loan Agreement, collectively, the “Third Amended Loan Agreement”). Upon entry into the Third Amended Loan Agreement, we borrowed a new term loan in the aggregate principal amount of $36.0 million (the “Third Amendment Term Loan”), which was substantially used to refinance and repay in full the then-outstanding $36.0 million First Amendment Term Loan. We also paid a certain final payment fee due related to such prior First Amendment Term Loan. The Third Amendment set the maturity date for the Third Amendment Term Loan to September 1, 2029 (the "Third Amendment Term Loan Maturity Date"), and set the first principal repayment due date for to the Third Amendment Term Loan to October 1, 2027, which date will, upon the achievement of the Performance Milestone (as defined in the Third Amendment), be October 1, 2028. Interest on the outstanding principal balance of the Third Amendment Term Loan is payable monthly at a floating rate per annum equal to the greater of 4.25% and the WSJ prime rate minus 0.5%. The Company may elect to prepay the Third Amendment Term Loan in whole prior to the Third Amendment Term Loan Maturity Date, subject to a prepayment fee equal to 1.5% of the original principal amount of the Third Amendment Term Loan if the loan is prepaid within 18 months following the closing of the Third Amendment. The Third Amendment revised certain provisions related to financial covenants and the periods in which such covenants apply, and First-Citizens and the Company also agreed to terminate the Revolving Line and an uncommitted accordion term loan provision.

On September 25, 2025, we entered into a Fourth Amendment to Loan and Security Agreement with First-Citizens to further amend our Third Amended Loan Agreement (the “Fourth Amendment” and together with the Third Amended Loan Agreement, collectively, the “Fourth Amended Loan Agreement”). The Fourth Amendment revised the periods in which the financial covenants applied.

Cash requirement

Our material cash requirements include various contractual and other obligations consisting of long-term debt obligations with First-Citizens, purchase obligations with some of our suppliers and have not changed materially since the Form 10-K filed with the SEC on February 24, 2026. In February 2026, we entered into an operating lease for an office building in San Jose, California. As of March 31, 2026, expected timing of those payments are as follows:

Line itemPayments Due By PeriodPayments Due By PeriodPayments Due By PeriodPayments Due By PeriodPayments Due By PeriodPayments Due By PeriodPayments Due By PeriodPayments Due By Period
TotalLess than 1 year1-3 years4-5 yearsMore than 5 years
(in thousands)
Principal obligations (1)$36,000$$24,000$12,000$
Interest obligations (2)5,6161,7193,614283
Operating lease obligations (3)14,6506492,8323,3527,817
Purchase obligations4,3304,330
Total$60,596$6,698$30,446$15,635$7,817

(1) Represents the principal obligations of our First-Citizens Fourth Amended Loan Agreement.

(2) Represents the future interest obligations on our First-Citizens Fourth Amended Loan Agreement estimated using an interest rate of 6.25% as of March 31, 2026.

(3) Consists of future non-cancelable rent payments under operating lease obligations, excluding expected tenant improvement allowance of $3.8 million related to our San Jose office lease.

This compares to $47.7 million of contractual obligations as of December 31, 2025.

Cash Flows

The following table sets forth the primary sources and uses of cash for each of the periods presented below:

Net cash provided by (used in):Three Months Ended March 31, 2026(in thousands)Three Months Ended March 31, 2025(in thousands)$ Change(in thousands)
Operating activities$(2,362)$(4,911)$2,549
Investing activities(6,232)10,630(16,862)
Financing activities34103(69)
Effects of exchange rate changes on cash and cash equivalents(145)417(562)
Net increase (decrease) in cash and cash equivalents$(8,705)$6,239$(14,944)

Cash Used in Operating Activities

During the three months ended March 31, 2026, net cash used in operating activities was $2.4 million, consisting of a net loss of $4.3 million and an increase in net operating assets of $5.9 million, partially offset by non-cash charges of $7.9 million. During the three months ended March 31, 2025, net cash used in operating activities was $4.9 million, consisting of a net loss of $6.5 million and an increase in net operating assets of $6.2 million, partially offset by non-cash charges of $7.8 million.

Significant changes in net operating assets during the three months ended March 31, 2026 included higher inventory levels to support new product introductions, higher accounts receivable due to timing of sales and cash collections, and lower accrued liabilities and higher accounts payable balance due to the timing of payments. Non-cash charges consisted primarily of stock-based compensation and depreciation.

Cash Used in Investing Activities

Net cash used in investing activities in the three months ended March 31, 2026 was $6.2 million as compared to cash provided by investing activities of $10.6 million in the three months ended March 31, 2025. Net cash used in investing activities for the three months ended March 31, 2026 consisted of purchases of our marketable securities net of maturities of $5.2 million, and purchases of property and equipment of $1.1 million primarily related to individual components in instrument trays to support revenue growth. Net cash provided by investing activities for the three months ended March 31, 2025 consisted of maturities of our marketable securities net of purchases of $12.7 million, and purchases of property and equipment of $2.1 million primarily related to individual components in instrument trays to support revenue growth.

Cash Provided by Financing Activities

Cash provided by financing activities in the three months ended March 31, 2026 and 2025 resulted from the issuance of common stock under our stock-based incentive compensation plans.

Critical Accounting Policies, Significant Judgments, and Use of Estimates

This discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported revenue generated, and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Our critical accounting policies and estimates are described in “Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies, Significant Judgments, and Use of Estimates” in our 2025 Annual Report. There had been no material changes to the descriptions of these accounting policies, judgments and estimates.

Seasonality

Our business is affected by seasonal variations. For instance, we have historically experienced lower sales in the summer months and higher sales in the last quarter of the fiscal year. However, taken as a whole, seasonality does not have a material impact on our financial results.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks, including changes to foreign currency exchange rates and interest rates.

Foreign Currency Exchange Risk

We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the Euro. Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar, have in the past, and may in the future, negatively affect our revenue and other operating results as expressed in U.S. dollars.

We have experienced and will continue to experience fluctuations in net loss as a result of transaction gains or losses related to remeasuring certain current asset and current liability balances denominated in currencies other than the functional currency of the entities in which they are recorded. At this time, we have not entered into, but in the future we may enter into, derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk. It is difficult to predict the effect hedging activities would have on our results of operations. Foreign currency gains or losses, net recognized in the three months ended March 31, 2026 and 2025 were not material. A hypothetical 100 basis point change in foreign exchange rates during any of the periods presented would not have had a material impact on our condensed consolidated financial statements.

Interest Rate Risk

Our exposure to changes in interest rates relates to interest earned and market value on our cash and cash equivalents and short-term investments. Our cash and cash equivalents and short-term investments consist of cash, money market funds, U.S. government securities. The market value of our marketable securities may decline if current market interest rates rise. Our investment policy and strategy are focused on preservation of capital and supporting our liquidity requirements. We do not make investments for trading or speculative purposes.

With the execution of the Third Amendment with First-Citizens relative to the Third Amendment Term Loan, interest is payable monthly at a floating annual rate set at the greater of the prime rate as published in the Wall Street Journal minus 0.5% or 4.25%. Rising interest rates will increase the amount of interest paid on this debt. We believe that our exposure to interest rate risk is not significant due to the low risk profile of our investments and the amount of our Fourth Amended Term Loan, therefore a hypothetical 100 basis point change in market interest rates during any of the periods presented would not have had a material impact on our condensed consolidated financial statements.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities and Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Internal control over financial reporting has inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of March 31, 2026, our management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), have evaluated our disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Securities Exchange Act of 1934). Based on that evaluation, our CEO and our CFO have concluded that, as of March 31, 2026, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in internal control over financial reporting

During the quarter ended March 31, 2026, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in various claims, complaints, investigations and legal actions that arise from time to time in the normal course of business, including commercial and employment matters. There are no matters pending that we currently believe are material. There can be no assurance that existing or future legal proceedings arising in the ordinary course of business or otherwise will not have a material adverse effect on our business, financial condition or results of operations.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A. “Risk Factors” of our 2025 Annual Report. The risk factors described in our 2025 Annual Report, as well as other information set forth in this Quarterly Report on Form 10-Q, could materially adversely affect our business, financial condition, results of operations and prospects, and should be carefully considered. The risks and uncertainties that we face, however, are not limited to those described in the 2025 Annual Report. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business and the trading price of our securities.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

Trading Plans

During the fiscal quarter ended March 31, 2026, no director or Section 16 officer adopted, amended or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K).

Item 6. Exhibits

Exhibit Number Description Incorporation By Reference / Form Incorporation By Reference / SEC File No. Incorporation By Reference / Exhibit/Reference Filing Date

3.1 Amended and Restated Certificate of Incorporation. 8-K 001-38701 3.1 10/19/2018 3.2 Second Amended and Restated Bylaws. 8-K 001-38701 3.1 9/20/2023 3.3 Amendment to Amended and Restated Certificate of Incorporation. 8-K 001-38701 3.1 6/26/2024 4.1 Form of Common Stock Certificate of the Company. S-1/A 333-227445 4.1 10/5/2018 4.2 Reference is made to Exhibits 3.1 and 3.2 10.1 Consulting Agreement between the Registrant and Anthony J. Recupero, effective as of February 16, 2026 10-Q 001-38701 10.3 8/5/2025 10.2 Anthony J. Recupero’s retirement letter dated July 31, 2025. 10-Q 001-38701 10.4 8/5/2025 10.3 Office Lease Agreement, dated February 20, 2026, between the Registrant and Orchard Commons, LLC. 10-K 001-38701 10.2 2/24/2026 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. (104) Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

  • Filed herewith.

** Furnished herewith. Exhibit 32.1 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such exhibit be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing.