{"url_path":"/sec/kmts/10-k/2026/item-16","section_key":"item-16","section_title":"Item 16 Form 10-K Summary.","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1877184/0001193125-26-303397-index.html","accession_number":"0001193125-26-303397","cik":"0001877184","ticker":"KMTS","issuer_name":"KESTRA MEDICAL TECHNOLOGIES, LTD.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1877184/0001193125-26-303397-index.html","primary_entity_key":"0001877184","primary_entity_name":"KESTRA MEDICAL TECHNOLOGIES, LTD."},"word_count":15597,"has_tables":true,"body_markdown":"Item 16. Form 10-K Summary.\n\nNone.\n\n93\n\n \n\nExhibit Index\n\n \n\nExhibit\n\nNumber\n\n \n\nDescription\n\n3.1\n\n \n\n[Certificate of Incorporation (previously filed as Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-284807) filed on February 10, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000119312525023649/d744414dex31.htm)\n\n3.2\n\n \n\n[Memorandum of Association (previously filed as Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-284807) filed on February 10, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000119312525023649/d744414dex32.htm)\n\n3.3\n\n \n\n[Amended and Restated Bye-laws of the Registrant (previously filed as Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-42549) filed on March 7, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000119312525049896/d890644dex31.htm)\n\n3.4\n\n \n\n[Certificate of Deposit of Memorandum of Increase of Share Capital (previously filed as Exhibit 3.2 to the Current Report on Form 8-K (File No. 001-42549) filed on March 7, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000119312525049896/d890644dex32.htm)\n\n4.1\n\n \n\n[Warrant to Purchase 62,325 Common Shares issued to Kennedy Lewis Capital Partners Master Fund II LP, dated March 7, 2025, by and among Kestra Medical Technologies, Ltd., West Affum Holdings, L.P. and Kennedy Lewis Capital Partners Master Fund II LP (previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed on March 7, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000119312525049896/d890644dex101.htm)\n\n4.2\n\n \n\n[Warrant to Purchase 46,744 Common Shares issued to Kennedy Lewis Capital Partners Master Fund II LP, dated March 7, 2025, by and among Kestra Medical Technologies, Ltd., West Affum Holdings, L.P. and Kennedy Lewis Capital Partners Master Fund II LP (previously filed as Exhibit 10.2 to the Current Report on Form 8-K filed on March 7, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000119312525049896/d890644dex102.htm)\n\n4.3\n\n \n\n[Description of Share Capital (previously filed as Exhibit 4.4 to the Annual Report on Form 10-K filed on July 17, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000095017025096609/ck0001877184-ex4_4.htm)\n\n10.1\n\n \n\n[Assignment and Assumption of Registration Rights Agreement, dated as of February 26, 2025, by and between West Affum Holdings, L.P. and Kestra Medical Technologies, Ltd. (previously filed as Exhibit 10.1 to Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-284807) filed on February 26, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000119312525035754/d744414dex101.htm)\n\n10.2 +\n\n \n\n[Kestra Medical Technologies, Ltd. 2025 Omnibus Incentive Plan (previously filed as Exhibit 10.4 to the Current Report on Form 8-K filed on March 7, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000119312525049896/d890644dex104.htm)\n\n10.3 +\n\n \n\n[Kestra Medical Technologies, Ltd. 2025 Employee Stock Purchase Plan (previously filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q on March 17, 2026 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000119312526111205/ck0001877184-ex10_1.htm)\n\n10.4*\n\n \n\n[Loan Agreement, dated as of July 10, 2026, between Kestra Medical Technologies, Inc. and the guarantors signatory therein, BioPharma Credit PLC, BPCR Limited Partnership, and BioPharma Credit Investments V (Master) LP.](ck0001877184-ex10_4.htm)\n\n10.5+\n\n \n\n[Form of Indemnification Agreement (previously filed as Exhibit 10.4 to Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-284807) filed on February 26, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000119312525035754/d744414dex104.htm)\n\n10.6+\n\n \n\n[Employment Agreement, dated as of October 17, 2016, between Kestra Medical Technologies, Inc. and Brian Webster (previously filed as Exhibit 10.6 to the Registration Statement on Form S-1 (File No. 333-284807) filed on February 10, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000119312525023649/d744414dex106.htm)\n\n10.7+\n\n \n\n[Employment Agreement, dated as of September 10, 2021, between Kestra Medical Technologies, Ltd. and Vaseem Mahboob (previously filed as Exhibit 10.7 to the Registration Statement on Form S-1 (File No. 333-284807) filed on February 10, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000119312525023649/d744414dex107.htm)\n\n10.8+\n\n \n\n[Employment Agreement, dated as of October 26, 2016, between Kestra Medical Technologies, Inc. and Traci S. Umberger (previously filed as Exhibit 10.8 to the Registration Statement on Form S-1 (File No. 333-284807) filed on February 10, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000119312525023649/d744414dex108.htm)\n\n10.9+\n\n \n\n[Amendment to Employment Agreement, dated as of June 4, 2025, by and between Kestra Medical Technologies, Inc. and Brian Webster (previously filed as Exhibit 10.9 to the Annual Report on Form 10-K filed on July 17, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000095017025096609/ck0001877184-ex10_9.htm)\n\n10.10+\n\n \n\n[Amendment to Employment Agreement, dated as of June 4, 2025, by and between Kestra Medical Technologies, Inc. and Vaseem Mahboob (previously filed as Exhibit 10.10 to the Annual Report on Form 10-K filed on July 17, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000095017025096609/ck0001877184-ex10_10.htm)\n\n10.11+\n\n \n\n[Amendment to Employment Agreement, dated as of June 4, 2025, by and between Kestra Medical Technologies, Inc. and Traci S. Umberger (previously filed as Exhibit 10.11 to the Annual Report on Form 10-K filed on July 17, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000095017025096609/ck0001877184-ex10_11.htm)\n\n10.12+\n\n \n\n[Employment Agreement, dated as of June 4, 2025, by and between Kestra Medical Technologies, Inc. and Al Ford](https://www.sec.gov/Archives/edgar/data/1877184/000095017025096609/ck0001877184-ex10_12.htm)[(previously filed as Exhibit 10.12 to the Annual Report on Form 10-K filed on July 17, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000095017025096609/ck0001877184-ex10_12.htm)\n\n10.13+\n\n \n\n \n\n[Employment Agreement, dated as of October 17, 2025, between Kestra Medical Technologies, Inc. and Timothy Moran (previously filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on December 11, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000119312525316210/ck0001877184-ex10_1.htm)\n\n10.14*+\n\n \n\n \n\n[Kestra Medical Technologies, Ltd. Director Compensation Policy.](ck0001877184-ex10_14.htm)\n\n94\n\n \n\n10.15+\n\n \n\n[Forms of Option Grant Notice under Kestra Medical Technologies, Ltd. 2025 Omnibus Incentive Plan (previously filed as Exhibit 10.3 to Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-284807) filed on February 26, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000119312525035754/d744414dex103.htm)\n\n10.16+\n\n \n\n[Form of Restricted Stock Unit Grant Notice and Award Agreement (Non-employee Directors) under the Kestra Medical Technologies, Ltd. 2025 Omnibus Incentive Plan (previously filed as Exhibit 10.13 to the Annual Report on Form 10-K filed on July 17, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000095017025096609/ck0001877184-ex10_13.htm)\n\n10.17+\n\n \n\n[Form of Restricted Stock Unit Grant Notice and Award Agreement (Executive Officers) under the Kestra Medical Technologies, Ltd. 2025 Omnibus Incentive Plan (previously filed as Exhibit 10.14 to the Annual Report on Form 10-K filed on July 17, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000095017025096609/ck0001877184-ex10_14.htm)\n\n10.18+\n\n \n\n[Form of Performance Stock Unit Grant Notice and Award Agreement (revenue PSU) under the Kestra Medical Technologies, Ltd. 2025 Omnibus Incentive Plan (previously filed as Exhibit 10.15 to the Annual Report on Form 10-K filed on July 17, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000095017025096609/ck0001877184-ex10_15.htm)\n\n10.19+\n\n \n\n[Form of Performance Stock Unit Grant Notice and Award Agreement (rTSR PSU) under the Kestra Medical Technologies, Ltd. 2025 Omnibus Incentive Plan (previously filed as Exhibit 10.16 to the Annual Report on Form 10-K filed on July 17, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000095017025096609/ck0001877184-ex10_16.htm)\n\n19\n\n \n\n[Insider Trading Policy of Kestra Medical Technologies, Ltd](https://www.sec.gov/Archives/edgar/data/1877184/000095017025096609/ck0001877184-ex19.htm)[(previously filed as Exhibit 19 to the Annual Report on Form 10-K filed on July 17, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000095017025096609/ck0001877184-ex19.htm)\n\n21\n\n \n\n[List of Subsidiaries (previously filed as Exhibit 21 to the Annual Report on Form 10-K filed on July 17, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000095017025096609/ck0001877184-ex21.htm)\n\n23*\n\n \n\n[Consent of Independent Registered Public Accounting Firm.](ck0001877184-ex23.htm)\n\n31.1*\n\n \n\n[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.](ck0001877184-ex31_1.htm)\n\n31.2*\n\n \n\n[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.](ck0001877184-ex31_2.htm)\n\n32.1*\n\n \n\n[Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](ck0001877184-ex32_1.htm)\n\n32.2*\n\n \n\n[Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](ck0001877184-ex32_2.htm)\n\n97\n\n \n\n[Executive Compensation Recovery Policy (previously filed as Exhibit 97 to the Annual Report on Form 10-K filed on July 17, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1877184/000095017025096609/ck0001877184-ex97.htm)\n\n101.INS\n\n \n\nInline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.\n\n101.SCH\n\n \n\nInline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents\n\n104\n\n \n\nCover Page Interactive Data File (embedded within the Inline XBRL document)\n\n \n\n* Filed herewith.\n\n+ Includes a management contract or compensatory plan.\n\n95\n\n \n\nSIGNATURES\n\nPursuant 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 thereunto duly authorized.\n\n \n\n \n\nKestra Medical Technologies, Ltd.\n\n \n\nDate: July 14, 2026\n\nBy:\n\n/s/ Brian Webster\n\n \n\nBrian Webster\n\n \n\nPresident and Chief Executive Officer\n\n \n\nDate: July 14, 2026\n\nBy:\n\n/s/ Vaseem Mahboob\n\n \n\n \n\n \n\nVaseem Mahboob\n\n \n\n \n\n \n\nChief Financial Officer\n\n \n\nPursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.\n\n \n\nName\n\nTitle\n\nDate\n\n/s/ Brian Webster\n\nPresident and Chief Executive Officer, and Director\n\nJuly 14, 2026\n\nBrian Webster\n\n(Principal Executive Officer)\n\n/s/ Vaseem Mahboob\n\nChief Financial Officer\n\nJuly 14, 2026\n\nVaseem Mahboob\n\n(Principal Financial and Accounting Officer)\n\n/s/ Traci Umberger\n\nGeneral Counsel and CAO, and Director\n\nJuly 14, 2026\n\nTraci Umberger\n\n \n\n/s/ Jeff Schwartz\n\nChairman of the Board of Directors\n\nJuly 14, 2026\n\nJeff Schwartz\n\n/s/ Raymond W. Cohen\n\nDirector\n\nJuly 14, 2026\n\nRaymond W. Cohen\n\n/s/ Mary Kay Ladone\n\n \n\nDirector\n\nJuly 14, 2026\n\nMary Kay Ladone\n\n \n\n \n\n/s/ Kevin Reilly\n\nDirector\n\nJuly 14, 2026\n\nKevin Reilly\n\n \n\n \n\n \n\n \n\n \n\n/s/ Conor Hanley\n\n \n\nDirector\n\n \n\nJuly 14, 2026\n\nConor Hanley\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n/s/ Elizabeth Kwo\n\n \n\nDirector\n\n \n\nJuly 14, 2026\n\nElizabeth Kwo\n\n \n\n \n\n \n\n \n\n \n\n96\n\n \n\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\n[Report of Independent Registered Public Accounting Firm (PCAOB ID 238)](#report_of_independent_registered_public)\n\nF-2\n\n[Consolidated Balance Sheets](#condensed_consolidated_balance_sheets)\n\nF-3\n\n[Consolidated Statements of Operations and Comprehensive Loss](#consolidated_statements_of_operations)\n\nF-4\n\n[Consolidated Statements of Changes in Redeemable Preferred Stock and Shareholders](#consolidated_statements_of_changes)’[Equity (Deficit)](#consolidated_statements_of_changes)\n\nF-5\n\n[Consolidated Statements of Cash Flows](#consolidated_statements_of_cash_flows)\n\nF-7\n\n[Notes to Consolidated Financial Statements](#notes_to_condensed_consolidated)\n\nF-8\n\n \n\nF-1\n\n \n\nReport of Independent Registered Public Accounting Firm\n\nTo the Board of Directors and Shareholders of Kestra Medical Technologies, Ltd.\n\nOpinion on the Financial Statements\n\nWe have audited the accompanying consolidated balance sheets of Kestra Medical Technologies, Ltd. and its subsidiaries (the “Company”) as of April 30, 2026 and 2025, and the related consolidated statements of operations and comprehensive loss, of changes in redeemable preferred stock and shareholders’ equity (deficit) and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2026 and 2025, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.\n\nBasis for Opinion\n\nThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.\n\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\nEmphasis of Matter\n\nAs discussed in Note 1 to the consolidated financial statements, the Company has incurred negative operating cash flows and significant losses from operations since its inception. Management’s evaluation of the events and conditions and management’s plans to mitigate these matters are also described in Note 1.\n\n \n\n \n\n \n\n/s/ PricewaterhouseCoopers LLP\n\nIrvine, California\n\nJuly 14, 2026\n\nWe have served as the Company’s auditor since 2016.\n\nF-2\n\n \n\nKESTRA MEDICAL TECHNOLOGIES, LTD. AND SUBSIDIARIES\n\nCONSOLIDATED BALANCE SHEETS\n\n(in thousands, except share and per share amounts)\n\n \n\n \n\n \n\n \n\nApril 30,\n\n \n\n \n\nApril 30,\n\n \n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\nAssets\n\n \n\n \n\n \n\n \n\n \n\n \n\nCurrent assets\n\n \n\n \n\n \n\n \n\n \n\n \n\nCash and cash equivalents\n\n \n\n$\n\n99,710\n\n \n\n \n\n$\n\n237,595\n\n \n\nShort-term investments\n\n \n\n \n\n96,724\n\n \n\n \n\n—\n\n \n\nAccounts receivable, net\n\n \n\n \n\n14,542\n\n \n\n \n\n \n\n8,081\n\n \n\nDisposable medical equipment supplies\n\n \n\n \n\n6,706\n\n \n\n \n\n \n\n6,572\n\n \n\nPrepaid expenses and other current assets\n\n \n\n \n\n4,677\n\n \n\n \n\n \n\n3,080\n\n \n\nTotal current assets\n\n \n\n \n\n222,359\n\n \n\n \n\n \n\n255,328\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nLong-term investments\n\n \n\n \n\n65,767\n\n \n\n \n\n—\n\n \n\nRight-of-use assets\n\n \n\n3,364\n\n \n\n \n\n \n\n2,078\n\n \n\nDeposits\n\n \n\n \n\n1,761\n\n \n\n \n\n \n\n2,021\n\n \n\nRestricted cash\n\n \n\n \n\n334\n\n \n\n \n\n \n\n334\n\n \n\nProperty and equipment, net\n\n \n\n \n\n59,090\n\n \n\n \n\n \n\n34,830\n\n \n\nOther long-term assets\n\n \n\n \n\n5,790\n\n \n\n \n\n \n\n1,153\n\n \n\nTotal assets\n\n \n\n$\n\n358,465\n\n \n\n \n\n$\n\n295,744\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nLiabilities and Shareholders’ Equity\n\n \n\n \n\n \n\n \n\n \n\n \n\nCurrent liabilities\n\n \n\n \n\n \n\n \n\n \n\n \n\nAccounts payable\n\n \n\n$\n\n27,295\n\n \n\n \n\n$\n\n23,961\n\n \n\nAccrued liabilities\n\n \n\n \n\n23,046\n\n \n\n \n\n \n\n13,829\n\n \n\nOperating lease liabilities, current portion\n\n \n\n \n\n31\n\n \n\n \n\n \n\n187\n\n \n\nTotal current liabilities\n\n \n\n \n\n50,372\n\n \n\n \n\n \n\n37,977\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nOperating lease liabilities, net of current portion\n\n \n\n \n\n4,111\n\n \n\n \n\n \n\n3,026\n\n \n\nWarrant liabilities\n\n \n\n \n\n1,369\n\n \n\n \n\n \n\n8,097\n\n \n\nOther long-term liabilities\n\n \n\n \n\n306\n\n \n\n \n\n \n\n140\n\n \n\nLong-term debt, net\n\n \n\n \n\n42,649\n\n \n\n \n\n \n\n41,098\n\n \n\nTotal liabilities\n\n \n\n \n\n98,807\n\n \n\n \n\n \n\n90,338\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCommitments and contingencies (Note 14)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nShareholders’ equity\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCommon Shares, $1.00 par value; 100,000,000 shares authorized as of April 30, 2026 and April 30, 2025; 58,383,924 issued and outstanding as of April 30, 2026 and 51,348,656 shares issued and outstanding as of April 30, 2025\n\n \n\n \n\n58,384\n\n \n\n \n\n \n\n51,349\n\n \n\nAdditional paid-in capital\n\n \n\n \n\n853,353\n\n \n\n \n\n \n\n674,306\n\n \n\nAccumulated other comprehensive loss\n\n \n\n \n\n(218\n\n)\n\n \n\n—\n\n \n\nAccumulated deficit\n\n \n\n \n\n(651,861\n\n)\n\n \n\n \n\n(520,249\n\n)\n\nTotal shareholders’ equity\n\n \n\n \n\n259,658\n\n \n\n \n\n \n\n205,406\n\n \n\nTotal liabilities and shareholders’ equity\n\n \n\n$\n\n358,465\n\n \n\n \n\n$\n\n295,744\n\n \n\n \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\nF-3\n\n \n\nKESTRA MEDICAL TECHNOLOGIES, LTD. AND SUBSIDIARIES\n\nCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS\n\n(in thousands, except share and per share amounts)\n\n \n\n \n\n \n\nYear Ended April 30,\n\n \n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\nRevenue\n\n \n\n$\n\n95,126\n\n \n\n \n\n$\n\n59,815\n\n \n\nCost of revenue\n\n \n\n \n\n46,263\n\n \n\n \n\n \n\n35,605\n\n \n\nGross profit\n\n \n\n \n\n48,863\n\n \n\n \n\n \n\n24,210\n\n \n\nOperating expenses:\n\n \n\n \n\n \n\n \n\n \n\n \n\nResearch and development\n\n \n\n \n\n19,484\n\n \n\n \n\n \n\n15,652\n\n \n\nSelling, general and administrative\n\n \n\n \n\n164,120\n\n \n\n \n\n \n\n114,936\n\n \n\nTotal operating expenses\n\n \n\n \n\n183,604\n\n \n\n \n\n \n\n130,588\n\n \n\nLoss from operations\n\n \n\n \n\n(134,741\n\n)\n\n \n\n \n\n(106,378\n\n)\n\nOther expense (income):\n\n \n\n \n\n \n\n \n\n \n\n \n\nInterest expense\n\n \n\n \n\n7,546\n\n \n\n \n\n \n\n7,734\n\n \n\nInterest income\n\n \n\n \n\n(8,351\n\n)\n\n \n\n \n\n(3,199\n\n)\n\nOther expense (income)\n\n \n\n \n\n(2,618\n\n)\n\n \n\n \n\n2,766\n\n \n\nNet loss before provision for income taxes\n\n \n\n \n\n(131,318\n\n)\n\n \n\n \n\n(113,679\n\n)\n\nProvision for income taxes\n\n \n\n \n\n294\n\n \n\n \n\n \n\n135\n\n \n\nNet loss\n\n \n\n \n\n(131,612\n\n)\n\n \n\n \n\n(113,814\n\n)\n\nLess: Undeclared preferred stock dividends\n\n \n\n \n\n—\n\n \n\n \n\n \n\n12,321\n\n \n\nNet loss attributable to common shareholders, basic and diluted\n\n \n\n$\n\n(131,612\n\n)\n\n \n\n$\n\n(126,135\n\n)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNet loss per share attributable to common shareholders, basic and diluted\n\n \n\n$\n\n(2.43\n\n)\n\n \n\n$\n\n(5.13\n\n)\n\nWeighted-average shares of common shares outstanding, basic and diluted1\n\n \n\n \n\n54,184,698\n\n \n\n \n\n \n\n24,583,745\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nOther comprehensive loss:\n\n \n\n \n\n \n\n \n\n \n\n \n\nNet loss\n\n \n\n$\n\n(131,612\n\n)\n\n \n\n$\n\n(113,814\n\n)\n\nUnrealized loss on marketable securities\n\n \n\n \n\n(218\n\n)\n\n \n\n \n\n—\n\n \n\nComprehensive loss\n\n \n\n$\n\n(131,830\n\n)\n\n \n\n$\n\n(113,814\n\n)\n\n \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n1Weighted-average shares of common shares outstanding, basic and diluted, has been adjusted on a retrospective basis. Refer to Note 16 “Net Loss Per Share Attributable to Common Shareholders” for additional disclosure.\n\nF-4\n\n \n\nKESTRA MEDICAL TECHNOLOGIES, LTD. AND SUBSIDIARIES\n\nCONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE PREFERRED STOCK AND\n\nSHAREHOLDERS’ EQUITY (DEFICIT)\n\n(in thousands, except share amounts)\n\n \n\n \n\n \n\nRedeemable Preferred Stock\n\n \n\n \n\n \n\nCommon Shares\n\n \n\n \n\nAdditional\nPaid-In\n\n \n\n \n\nAccumulated\n\n \n\n \n\nNon-controlling\n\n \n\n \n\nTotal\nShareholders’\n\n \n\n \n\n \n\nShares\n\n \n\n \n\nAmount\n\n \n\n \n\n \n\nShares\n\n \n\n \n\nAmount\n\n \n\n \n\nCapital\n\n \n\n \n\nDeficit\n\n \n\n \n\nInterests\n\n \n\n \n\nEquity (Deficit)\n\n \n\nBalances at April 30, 20242\n\n \n\n \n\n177,110\n\n \n\n \n\n$\n\n177,110\n\n \n\n \n\n \n\n \n\n19,909,281\n\n \n\n \n\n$\n\n19,909\n\n \n\n \n\n$\n\n177,149\n\n \n\n \n\n$\n\n(406,435\n\n)\n\n \n\n$\n\n—\n\n \n\n \n\n$\n\n(209,377\n\n)\n\nShare-based compensation expense\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n24,271\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n24,271\n\n \n\nConversion of Incentive Units to common shares on IPO\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n651,577\n\n \n\n \n\n \n\n652\n\n \n\n \n\n \n\n(652\n\n)\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\nCapital contribution from West Affum LP\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n2,374\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n2,374\n\n \n\nWarrant modification upon IPO\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n(1,171\n\n)\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n(1,171\n\n)\n\nIssuance of redeemable preferred stock\n\n \n\n \n\n103,400\n\n \n\n \n\n \n\n103,400\n\n \n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\nConversion of redeemable preferred stock to common shares on IPO\n\n \n\n \n\n(280,510\n\n)\n\n \n\n \n\n(280,510\n\n)\n\n \n\n \n\n \n\n15,444,716\n\n \n\n \n\n \n\n15,445\n\n \n\n \n\n \n\n265,065\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n280,510\n\n \n\nIssuance of stock to non-controlling interest\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n17,100\n\n \n\n \n\n \n\n17,100\n\n \n\nConversion of non-controlling interest to common shares on IPO\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n1,645,893\n\n \n\n \n\n \n\n1,646\n\n \n\n \n\n \n\n15,454\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n(17,100\n\n)\n\n \n\n \n\n—\n\n \n\nIssuance of restricted share awards\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n32,485\n\n \n\n \n\n \n\n32\n\n \n\n \n\n \n\n(32\n\n)\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\nIssuance of common shares upon IPO, net of underwriter discounts and issuance costs of $21,909\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n13,664,704\n\n \n\n \n\n \n\n13,665\n\n \n\n \n\n \n\n196,726\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n210,391\n\n \n\nDeemed dividend for payments to third party on behalf of shareholder\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n(4,878\n\n)\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n(4,878\n\n)\n\nNet loss and comprehensive loss\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n(113,814\n\n)\n\n \n\n \n\n \n\n \n\n \n\n(113,814\n\n)\n\nBalances at April 30, 2025\n\n \n\n \n\n—\n\n \n\n \n\n$\n\n—\n\n \n\n \n\n \n\n \n\n51,348,656\n\n \n\n \n\n$\n\n51,349\n\n \n\n \n\n$\n\n674,306\n\n \n\n \n\n$\n\n(520,249\n\n)\n\n \n\n$\n\n—\n\n \n\n \n\n$\n\n205,406\n\n \n\n \n\n \n\nF-5\n\n \n\n \n\n \n\nCommon Shares\n\n \n\n \n\n \n\nAdditional\nPaid-In\n\n \n\n \n\nAccumulated Other\n\n \n\n \n\nAccumulated\n\n \n\n \n\nTotal\nShareholders’\n\n \n\n \n\n \n\nShares\n\n \n\n \n\nAmount\n\n \n\n \n\n \n\nCapital\n\n \n\n \n\nComprehensive Loss\n\n \n\n \n\nDeficit\n\n \n\n \n\nEquity (Deficit)\n\n \n\nBalances at April 30, 2025\n\n \n\n \n\n51,348,656\n\n \n\n \n\n$\n\n51,349\n\n \n\n \n\n \n\n$\n\n674,306\n\n \n\n \n\n$\n\n—\n\n \n\n \n\n$\n\n(520,249\n\n)\n\n \n\n$\n\n205,406\n\n \n\nShare-based compensation expense\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n33,644\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n33,644\n\n \n\nIssuance of common shares - exercise of warrant\n\n \n\n \n\n100,397\n\n \n\n \n\n \n\n100\n\n \n\n \n\n \n\n \n\n3,954\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n4,054\n\n \n\nIssuance of common shares - equity offering, net of underwriter discounts and issuance costs of $10,414\n\n \n\n \n\n6,900,000\n\n \n\n \n\n \n\n6,900\n\n \n\n \n\n \n\n \n\n141,386\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n148,286\n\n \n\nIssuance of common shares - stock option exercises\n\n \n\n \n\n34,871\n\n \n\n \n\n \n\n35\n\n \n\n \n\n \n\n \n\n558\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n593\n\n \n\nDeemed dividend for payments to third party on behalf of shareholder\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n(495\n\n)\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n(495\n\n)\n\nOther comprehensive loss\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n(218\n\n)\n\n \n\n \n\n—\n\n \n\n \n\n \n\n(218\n\n)\n\nNet loss\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n(131,612\n\n)\n\n \n\n \n\n(131,612\n\n)\n\nBalance at April 30, 2026\n\n \n\n \n\n58,383,924\n\n \n\n \n\n$\n\n58,384\n\n \n\n \n\n \n\n$\n\n853,353\n\n \n\n \n\n$\n\n(218\n\n)\n\n \n\n$\n\n(651,861\n\n)\n\n \n\n$\n\n259,658\n\n \n\n \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n2The number and amount of shares of common shares of Intermediate Holdings at a par value of $0.01 prior to the IPO has been retrospectively recast based on the number of Common Shares at a par value of $1.00 of Kestra Medical Technologies, Ltd. into which they were exchanged in connection with the Organizational Transactions prior to the IPO. Refer to Note 1 “The Company” for additional disclosure.\n\nF-6\n\n \n\nKESTRA MEDICAL TECHNOLOGIES, LTD. AND SUBSIDIARIES\n\nCONSOLIDATED STATEMENTS OF CASH FLOWS\n\n(in thousands)\n\n \n\n \n\n \n\nYear Ended April 30,\n\n \n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\nCash flows from operating activities\n\n \n\n \n\n \n\n \n\n \n\n \n\nNet loss\n\n \n\n$\n\n(131,612\n\n)\n\n \n\n$\n\n(113,814\n\n)\n\nAdjustments to reconcile net loss to net cash used in operating activities:\n\n \n\n \n\n \n\n \n\n \n\n \n\nDepreciation and amortization\n\n \n\n \n\n8,709\n\n \n\n \n\n \n\n7,968\n\n \n\nLoss on disposal of property and equipment\n\n \n\n \n\n1,161\n\n \n\n \n\n \n\n1,340\n\n \n\nReserve for equipment and supplies\n\n \n\n \n\n2,435\n\n \n\n \n\n \n\n754\n\n \n\nProvision for uncollectible accounts receivable\n\n \n\n \n\n2,596\n\n \n\n \n\n \n\n2,694\n\n \n\nAmortization (accretion) of premiums (discounts) on securities, net\n\n \n\n \n\n(106\n\n)\n\n \n\n \n\n—\n\n \n\nInterest paid-in-kind\n\n \n\n \n\n—\n\n \n\n \n\n \n\n855\n\n \n\nAmortization of debt discounts and issuance costs\n\n \n\n \n\n1,874\n\n \n\n \n\n \n\n1,400\n\n \n\nShare-based compensation expense\n\n \n\n \n\n33,644\n\n \n\n \n\n \n\n24,270\n\n \n\nNon-cash lease expense\n\n \n\n \n\n326\n\n \n\n \n\n \n\n416\n\n \n\nDeferred income tax expense\n\n \n\n \n\n166\n\n \n\n \n\n \n\n64\n\n \n\nChange in fair value of warrant liabilities\n\n \n\n \n\n(2,673\n\n)\n\n \n\n \n\n2,648\n\n \n\nChanges in operating assets and liabilities:\n\n \n\n \n\n \n\n \n\n \n\n \n\nDisposable medical equipment supplies\n\n \n\n \n\n(458\n\n)\n\n \n\n \n\n(3,443\n\n)\n\nPrepaid expenses and other current assets\n\n \n\n \n\n(563\n\n)\n\n \n\n \n\n(1,852\n\n)\n\nAccounts receivable\n\n \n\n \n\n(9,056\n\n)\n\n \n\n \n\n(8,777\n\n)\n\nAccounts payable\n\n \n\n \n\n4,302\n\n \n\n \n\n \n\n2,842\n\n \n\nAccrued liabilities\n\n \n\n \n\n8,197\n\n \n\n \n\n \n\n4,617\n\n \n\nOperating lease liabilities\n\n \n\n \n\n(685\n\n)\n\n \n\n \n\n370\n\n \n\nOther long-term assets\n\n \n\n \n\n40\n\n \n\n \n\n \n\n40\n\n \n\nNet cash used in operating activities\n\n \n\n \n\n(81,703\n\n)\n\n \n\n \n\n(77,608\n\n)\n\nCash flows from investing activities\n\n \n\n \n\n \n\n \n\n \n\n \n\nPurchases of property and equipment\n\n \n\n \n\n(34,892\n\n)\n\n \n\n \n\n(22,936\n\n)\n\nDeposits for medical rental equipment\n\n \n\n \n\n(528\n\n)\n\n \n\n \n\n(655\n\n)\n\nRefund of deposits for medical rental equipment\n\n \n\n \n\n184\n\n \n\n \n\n \n\n283\n\n \n\nInvestment in equity security\n\n \n\n \n\n(5,000\n\n)\n\n \n\n \n\n—\n\n \n\nPurchase of marketable securities\n\n \n\n \n\n(163,041\n\n)\n\n \n\n \n\n—\n\n \n\nNet cash used in investing activities\n\n \n\n \n\n(203,277\n\n)\n\n \n\n \n\n(23,308\n\n)\n\nCash flows from financing activities\n\n \n\n \n\n \n\n \n\n \n\n \n\nProceeds from issuance of redeemable preferred stock\n\n \n\n \n\n—\n\n \n\n \n\n \n\n103,400\n\n \n\nProceeds from issuance of common stock\n\n \n\n \n\n149,291\n\n \n\n \n\n \n\n215,789\n\n \n\nProceeds from issuance of stock to non-controlling interest\n\n \n\n \n\n—\n\n \n\n \n\n \n\n17,100\n\n \n\nProceeds from capital contributions\n\n \n\n \n\n—\n\n \n\n \n\n \n\n2,374\n\n \n\nPayment of IPO offering costs\n\n \n\n \n\n—\n\n \n\n \n\n \n\n(3,523\n\n)\n\nPayment of equity issuance costs\n\n \n\n \n\n(2,466\n\n)\n\n \n\n \n\n(3,224\n\n)\n\nDeemed dividend for payments to third party on behalf of shareholder\n\n \n\n \n\n(323\n\n)\n\n \n\n \n\n(1,654\n\n)\n\nProceeds from stock option exercises\n\n \n\n \n\n593\n\n \n\n \n\n \n\n-\n\n \n\nNet cash provided by financing activities\n\n \n\n \n\n147,095\n\n \n\n \n\n \n\n330,262\n\n \n\nNet increase (decrease) in cash, cash equivalents and restricted cash\n\n \n\n \n\n(137,885\n\n)\n\n \n\n \n\n229,346\n\n \n\nCash, cash equivalents and restricted cash\n\n \n\n \n\n \n\n \n\n \n\n \n\nBeginning of period\n\n \n\n \n\n237,929\n\n \n\n \n\n \n\n8,583\n\n \n\nEnd of period\n\n \n\n$\n\n100,044\n\n \n\n \n\n$\n\n237,929\n\n \n\nReconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheets\n\n \n\n \n\n \n\n \n\n \n\n \n\nCash and cash equivalents\n\n \n\n$\n\n99,710\n\n \n\n \n\n$\n\n237,595\n\n \n\nRestricted cash\n\n \n\n \n\n334\n\n \n\n \n\n \n\n334\n\n \n\nCash, cash equivalents and restricted cash\n\n \n\n$\n\n100,044\n\n \n\n \n\n$\n\n237,929\n\n \n\nNon-cash investing and financing activities:\n\n \n\n \n\n \n\n \n\n \n\n \n\nPurchases of property and equipment in accrued liabilities and accounts payable\n\n \n\n$\n\n8,314\n\n \n\n \n\n$\n\n7,029\n\n \n\nExercise of liability classified warrant\n\n \n\n \n\n4,055\n\n \n\n \n\n \n\n—\n\n \n\nRemeasurement of lease liability\n\n \n\n \n\n1,614\n\n \n\n \n\n \n\n—\n\n \n\nEquity offering costs incurred but not yet paid\n\n \n\n \n\n415\n\n \n\n \n\n \n\n1,875\n\n \n\nDeemed dividend for payments to third party on behalf of shareholder included in accrued liabilities and accounts payable\n\n \n\n \n\n172\n\n \n\n \n\n \n\n—\n\n \n\nIssuance of warrants related to long-term debt\n\n \n\n \n\n—\n\n \n\n \n\n \n\n5,449\n\n \n\nConversion of redeemable preferred stock into Common Shares on completion of IPO\n\n \n\n \n\n—\n\n \n\n \n\n \n\n280,510\n\n \n\nSupplemental disclosure of cash flow information\n\n \n\n \n\n \n\n \n\n \n\n \n\nIncome taxes paid\n\n \n\n$\n\n13\n\n \n\n \n\n$\n\n83\n\n \n\nInterest paid\n\n \n\n \n\n5,645\n\n \n\n \n\n \n\n4,851\n\n \n\n \n\n \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\nF-7\n\n \n\nKESTRA MEDICAL TECHNOLOGIES, LTD. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n(in thousands, except share, per share data and percentages)\n\n1. The Company\n\nKestra Medical Technologies, Ltd. is a commercial stage medical device company, which principally generates revenue through leasing the ASSURE© System, which consists of a Wearable Cardioverter Defibrillator (“WCD”), to patients.\n\nKestra Medical Technologies, Ltd. was formed as a limited company in Bermuda on May 20, 2021 as a wholly owned subsidiary of West Affum Holdings, L.P. (“West Affum LP”), a company in the Cayman Islands. Kestra Medical Technologies, Ltd. was formed for the purpose of completing a public offering and related transactions to carry on the business of West Affum Intermediate Holdings Corp. and its subsidiaries. Effective on December 31, 2025, West Affum LP was dissolved and all of the Common Shares it had received at IPO were distributed to its unit holders.\n\nWest Affum Intermediate Holdings Corp., a Cayman Islands exempted company (“Intermediate Holdings”), was incorporated on August 6, 2020, in order to carry on the business of West Affum Holdings Corp. (“WAH Corp.”) and its consolidated subsidiaries. Except as otherwise indicated or the context requires, references to the “Company” are to Intermediate Holdings for transactions occurring in periods prior to the consummation of the initial public offering of Kestra Medical Technologies, Ltd., and references to the “Company” are to Kestra Medical Technologies, Ltd. and its consolidated subsidiaries for transactions occurring in periods following the consummation of the initial public offering.\n\nThe Company and its consolidated subsidiaries own certain intellectual property related to the development of personal WCD approved by the U.S. Food and Drug Administration (“FDA”) in July of 2021.\n\nInitial Public Offering\n\nOn March 7, 2025, Kestra Medical Technologies, Ltd. completed an initial public offering of 11,882,352 common shares, par value $1.00 per share (“Common Shares”) at an offering price to the public of $17.00 per Common Share (“IPO”). On March 14, 2025, the underwriters purchased an additional 1,782,352 Common Shares at an offering price to the public of $17.00 per Common Share.\n\nIn connection with the IPO, organizational transactions were effected whereby Kestra Medical Technologies, Ltd. delivered 37,683,952 Common Shares to West Affum LP and its unitholders, including 19,885,382 Common Shares delivered to West Affum LP in exchange for West Affum LP’s contribution of its 105,808 shares of common stock, in Intermediate Holdings to Kestra Medical Technologies, Ltd., and the remainder of which Common Shares, including 32,485 Common Shares of Kestra Medical Technologies, Ltd. that are subject to vesting conditions, were delivered to holders of West Affum LP’s class A common units (the “Class A Common Units”) and equity incentive units (the “Incentive Units”), including a third-party investor in West Affum Holdings Designated Activity Company, a subsidiary of Intermediate Holdings (collectively, the “Organizational Transactions”).\n\nFollowing the Organizational Transactions, pre-existing interests in Intermediate Holdings, as well as non-controlling interests of its subsidiaries, were exchanged into Common Shares. Kestra Medical Technologies, Ltd. now directly owns 100% of Intermediate Holdings and indirectly owns 100% of each of Intermediate Holdings’ direct and indirect subsidiaries.\n\nThe IPO, together with the Organizational Transactions, represent a business combination between entities under common control under the principles of ASC Topic 805, Business Combinations. As such, the exchange of Intermediate Holdings common stock into Common Shares of Kestra Medical Technologies, Ltd. have been reflected on a retrospective basis. Other transactions that closed contemporaneously with the Organizational Transactions, including conversions of preferred stock, non-controlling interests, and equity awards were accounted for prospectively beginning on the date such transactions occurred, and were not given retrospective effect.\n\nLiquidity\n\nAs of April 30, 2026, the Company’s principal sources of liquidity consisted of $262,201 of cash, cash equivalents, and investments.\n\nThe Company has incurred negative operating cash flows and significant losses from operations since its inception. For the years ended April 30, 2026 and 2025, the Company incurred net losses of $131,612 and $113,814, respectively. Cash used in operating activities was $81,703 and $77,608 for the years ended April 30, 2026 and 2025, respectively. As of April 30, 2026, the Company had an accumulated deficit of $651,861.\n\nF-8\n\n \n\nIn March 2025, the Company raised $215,789 in proceeds in the IPO after deducting underwriting discounts and commissions and before deducting IPO offering costs of $5,398.\n\nOn December 4, 2025, the Company completed a public underwritten offering and issued an aggregate of 6,900,000 Common Shares at a price of $23.00 per share, resulting in net proceeds to the Company of $149,291, after deducting underwriting discounts but before expenses paid by the Company. The aggregate number of Common Shares offered in the public offering included 900,000 Common Shares issued pursuant to the exercise in full of the underwriters’ option to purchase additional shares.\n\nBased on the Company’s current operating plan, the Company believes that its existing cash, cash equivalents, and investments will be sufficient to fund the Company’s planned operating expenses and capital expenditure requirements for at least the next 12 months from the date of issuance of these financial statements.\n\nHowever, the Company may experience lower than expected cash generated from operating activities or greater than expected capital expenditures, cost of revenue or operating expenses and may require additional funding to execute on its growth plans, which may include funding raised through future equity and debt financings. Management cannot predict with certainty that adequate funding will be available on acceptable terms or at all. If the Company cannot obtain sufficient funds on acceptable terms when needed, the Company may experience a material and adverse effect on its business, financial condition, results of operations and prospects.\n\n2. Significant Accounting Policies\n\nBasis of Presentation\n\nThe accompanying consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s reporting currency is the U.S. dollar.\n\nCertain prior period amounts have been reclassified to conform to the current period presentation.\n\nUse of Estimates\n\nThe preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period. Estimates are required as part of determining the collectability of lease payments for revenue recognition, estimated useful lives of property and equipment, losses for unreturned property and equipment, share-based compensation expense, fair value of warrants and valuation allowance for deferred tax assets.\n\nThe Company bases its estimates on historical experience and other market-specific or relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates.\n\nCash, Cash Equivalents and Restricted Cash\n\nThe Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. Restricted cash consists of amounts related to the Company’s office lease agreement and credit card collateralization. In lieu of a cash security deposit, the landlord required an irrevocable standby letter of credit upon execution of the lease be maintained throughout the term of the lease agreement in the amount of $109 as of April 30, 2026 and 2025. The Company also had restricted cash of $225 for credit card collateralization as of April 30, 2026 and 2025.\n\nInvestments\n\nThe Company considers investments with an original maturity greater than three months and remaining maturities less than 12 months to be short-term investments. The Company classifies those investments that are not required for use in current operations and that mature in more than 12 months as long-term investments.\n\nF-9\n\n \n\nThe Company classifies its marketable securities as available for sale and reports them at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income (loss). For investments sold prior to maturity, the cost of investments sold is based on the specific identification method. Realized gains and losses on the sale of investments are recorded in other income (expense), net in the consolidated statement of operations.\n\nIf the estimated fair value of a marketable debt security is below its amortized cost basis, the Company evaluates whether it is more likely than not that the Company will be required to sell the security before its anticipated recovery in market value and whether credit losses exist for the related securities. Credit-related losses are recognized as an allowance for credit losses on the balance sheet with a corresponding adjustment to earnings. Unrealized gains and losses that are unrelated to credit deterioration are reported in accumulated other comprehensive income (loss).\n\nThe Company invests in equity securities that do not have readily determinable fair values. Equity investments that do not have readily determinable fair values are measured using the measurement alternative at cost minus impairment, if any. These investments are included in Other long-term assets on the consolidated balance sheet as of April 30, 2026. The carrying amount of this investment is $5,000 and there were no adjustments to the carrying amount during the year ended April 30, 2026.\n\nFair Value of Financial Instruments\n\nFair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. There are three levels of inputs that may be used to measure fair value:\n\n•\nLevel 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities\n\n•\nLevel 2: Significant other observable inputs other than Level 1 prices such as quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability\n\n•\nLevel 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).\n\nDisposable Medical Equipment Supplies\n\nDisposable medical equipment supplies consist of equipment parts, consumables, and associated product supplies that are expensed to the cost of revenue at the time of order delivery to the patient or first use. Disposable medical equipment supplies are valued at cost.\n\nAccounts Receivable\n\nAccounts receivable and net revenues are based on contractually agreed-upon rates for leases for the ASSURE© System, reduced by contractual adjustments. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available. The complexity of third-party billing arrangements and laws and regulations governing Medicare may result in adjustments to amounts originally recorded.\n\nThe Company performs a periodic analysis to review the valuation of accounts receivable and collectability of outstanding balances. These estimates are determined utilizing historical realization data under a portfolio approach which is then assessed by management to evaluate whether adjustments should be made based on accounts receivable aging trends, other operating trends, and relevant business conditions such as governmental and managed care payor claims processing procedures.\n\nThe Company records a reserve for estimated probable losses as part of net revenue adjustments in reporting revenue at an expected collectable amount based on the total portfolio of receivables for which collectability has been deemed probable. The accounts receivable is presented on the consolidated balance sheets net of the adjustments.\n\nReceivables are considered past due when not collected by established due dates. Specific patient balances are written off after collection efforts have been followed and the account has been determined to be uncollectible. Changes to reserve estimate impacts are recorded as an adjustment to net revenue in the period during which changes in circumstances support a change to the estimate. The estimates of the allowance for uncollectible accounts receivable were $5,789 and $3,193 as of April 30, 2026 and 2025, respectively.\n\nF-10\n\n \n\nProperty and Equipment\n\nProperty and equipment consist of medical rental equipment, test equipment, computer software and equipment, and leasehold improvements. Medical rental equipment used in the delivery of the ASSURE® WCD system consists of a therapy cable, batteries, a battery charger, assistant and WCD monitor, all of which have different useful lives. Upon completion of use by a patient, medical rental equipment is returned to the Company’s third-party manufacturing and supply partner and inspected, tested and re-certified for use by another patient. When not in use by patients, medical rental equipment resides with the Company’s third-party manufacturing and supply partner, at third-party warehouses or with the Company’s territory managers. Physical counts of components are conducted at least annually at the third-party manufacturing and supply partner locations and at least quarterly at other locations.\n\nProperty and equipment are stated at cost less accumulated depreciation. Depreciation of medical rental equipment commences at the date when it becomes available for service, which represents the date that the asset is ready for intended use by the patients and continues through the estimated useful life of the asset. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs, including planned major maintenance activities, are expensed as incurred.\n\nProperty and equipment are depreciated using the straight-line method based on the following estimated useful lives:\n\n \n\n \n\nApril 30, 2026\n\n \n\nApril 30, 2025\n\nAsset Classification\n\nEstimated Useful Lives\n\n \n\nEstimated Useful Lives\n\nComputer software and equipment\n\n3 years\n\n \n\n3 years\n\nTest equipment\n\n5 years\n\n \n\n5 years\n\nLeasehold improvements\n\nLesser of useful life or lease-term\n\n \n\nLesser of useful life or lease-term\n\nMedical rental equipment\n\n2 - 15 years\n\n \n\n2 - 8 years\n\n \n\nDuring the year ended April 30, 2026, the estimated useful life of the medical rental equipment asset class was changed prospectively from 2 - 8 years to 2 - 15 years. This change was the result of actual field experience, established preventive maintenance programs, and an extensive engineering study completed during the period relating to the WCD monitor and battery charger. As a result, the useful life of the battery charger was changed from five years to fifteen years and the useful life of the WCD monitor was changed from seven years to fifteen years. The impact of the change was a reduction of depreciation expense, which is included within cost of revenue, by $1,410 in the year ended April 30, 2026, as compared to the useful life of medical rental equipment had it remained at 2 - 8 years. The net loss per share impact of the change is not material.\n\nWhen assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in the consolidated statements of operations and comprehensive loss for the period.\n\nDeposits\n\nDeposits represent advance payments to contracted suppliers for medical rental equipment. These payments are classified as long-term assets in the consolidated balance sheets.\n\nLeases\n\nThe Company determines if an arrangement is a lease at inception and on the lease commencement date, the Company recognizes an asset for the right to use a leased asset and a liability based on the present value of remaining lease payments over the lease term.\n\nThe Company determines whether a contract contains a lease at the inception of a contract. If the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration, the Company considers the contract to contain a lease.\n\nThe Company determines whether a contract conveys the right to control the use of an identified asset for a period of time if the contract contains both the right to obtain substantially all of the economic benefits from use of the identified asset and the right to direct the use of the identified asset.\n\nThe Company’s leases do not provide an implicit rate. As such, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.\n\nF-11\n\n \n\nLease and non-lease components are combined for all leases. The measurement of lease right-of-use assets and liabilities includes amounts related to lease payments made prior to the lease commencement date, incentives from landlords received by the Company for signing a lease, including tenant improvement allowances or deferred lease credits paid to the Company by landlords, fixed payments related to lease components, such as rent escalation payments schedules at the lease commencement date, and fixed payments related to non-lease components, such as taxes, insurance and maintenance costs. The measurement of lease right-of-use assets and liabilities excludes amounts related to variable payments related to lease components, such as contingent rent payments.\n\nVariable payments related to non-lease components, such as taxes, insurance and maintenance costs, are expensed as incurred in the consolidated statements of operations and comprehensive loss. The Company has elected not to recognize right-of use-assets and lease liabilities for leases with a term of twelve months or less. Lease costs for short-term leases are recognized on a straight-line basis over the lease term.\n\nCertain of the Company’s leases may include options to extend the lease or to terminate the lease. The Company assesses these leases and, depending on the facts and circumstances, has not included these options in the measurement of the Company’s lease right-of-use assets and liabilities since extending the lease under an option is not reasonably certain of such option being exercised.\n\nNon-cash amortization related to the lease right-of-use assets and liabilities is calculated on a straight-line basis over the lease term and is reflected in research and development expenses and selling, general and administrative expense in the consolidated statements of operations and comprehensive loss. Operating lease payments are classified as cash flows from operating activities in the consolidated statements of cash flows.\n\nImpairment of Long-Lived Assets\n\nThe Company periodically reviews its long-lived assets, including property and equipment and right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.\n\nThe Company compares the carrying value of the long-lived assets (asset group) with the estimated future net undiscounted future cash flows expected to result from the use of the assets (asset group), including cash flows from disposition. An impairment loss is measured as the amount by which the carrying value exceeds the fair value of the long-lived assets (asset group). No impairment of long-lived assets was recorded during the years ended April 30, 2026 and 2025.\n\nWarrant Liabilities\n\nThe Company accounts for certain warrants as liabilities in accordance with ASC 815-40, Derivatives and Hedging. The warrants are presented as a warrant liability in the consolidated balance sheets and are measured at fair value, with gains or losses recognized in the Other expense (income) line item of the consolidated statements of operations and comprehensive loss during the years ended April 30, 2026 and 2025.\n\nRevenue\n\nThe Company generates revenue from the leases of ASSURE© System, which consists of a WCD combined with a proprietary digital healthcare platform, to at-risk patients for a fixed amount on a month-to-month basis. The lease payments generally consist of the contracted amounts based on reimbursement arrangements with third-party payors including Medicare, Medicaid and private commercial payors, and/or certain patient co-payments. The patient has the right to cancel the lease at any time during the rental period.\n\nThe equipment leases are classified as operating leases at lease commencement, and the Company recognizes the revenue associated with ASSURE© rentals in accordance with Accounting Standards Codification Topic 842, Leases (“ASC Topic 842”). The Company elected the practical expedient provided under ASC Topic 842 to combine the lease of ASSURE© System with the non-lease components, which includes the digital healthcare platform. The ASSURE© System is expected to be the predominant component and, as a result, the Company accounts for the combined revenue components under ASC Topic 842. Revenue is recognized on a straight-line basis over the contractual non-cancellable lease term, which is one month, when collectability of the lease payments is deemed to be probable. If collectability of the lease payments is not deemed to be probable, the lease income is limited to the lesser of the income that would have been recognized if collectability was probable or the lease payments collected. Collectability of all lease payments, which includes amounts reimbursed by third-party payors and/or amounts covered by the patient, is assessed for each contract upon lease commencement and is subject to subsequent reassessment throughout the lease term, as necessary.\n\nF-12\n\n \n\nDue to the nature of the industry and the reimbursement environment in which the Company operates, the Company periodically evaluates the need to record a general reserve under ASC 450, Contingencies, for a portfolio of operating lease receivables that are probable of collection. Inherent in the reserve estimates is the risk that they will have to be revised or updated as additional information becomes available. Specifically, the complexity of many third-party billing arrangements and the uncertainty of reimbursement amounts for certain services from certain payors may result in adjustments to amounts originally recorded. Such adjustments are expected to be identified and recorded at the point of cash application or claim denial.\n\nCost of Revenue\n\nCost of revenue consists of direct material, labor and rental equipment costs and indirect costs related to rental performance of ASSURE© System. It includes the cost of disposable WCD device components, depreciation cost of medical rental equipment reusable components, shipping, and order fulfillment costs, as well as other indirect costs incurred to support the manufacture and medical rental equipment delivery to and ongoing support for the patient’s costs incurred in connection with providing the ASSURE© System to the patients.\n\nIncome Taxes\n\nThe Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established if it is more likely than not that some, or all of the net deferred tax assets will not be realized.\n\nThe Company recognizes the effect of income tax positions only if it is more likely than not that the tax position will be sustained upon examination by the tax authorities. Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being recognized. Changes in recognition or measurement are reflected in the period in which the change in judgement occurs.\n\nResearch and Development\n\nResearch and development expenses consist of salaries and related benefits of product development personnel, prototype materials and other expenses related to the development of new products. Research and development expenses are expensed as incurred.\n\nPatent Costs\n\nCosts related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. Patent-related legal costs are included as a component of selling, general and administrative expenses.\n\nShare-Based Compensation\n\nThe Company accounts for share-based compensation for employee and non-employee awards in accordance with ASC 718, Compensation - Stock Compensation. ASC 718 requires the recognition of compensation expense using a fair value-based method for costs related to all share-based awards, including stock options.\n\nShare-based compensation expense for share-based payments is measured at the grant date based on the fair value of the award and recognized as compensation expense over the period of service. The Company uses the Black-Scholes option pricing model to determine the fair value of share-based payments. The model requires various assumptions involving the judgement of management, including the fair value of common units or common shares, volatility in price, time to liquidity (prior to the IPO) and risk-free interest rate. As the Company did not have sufficient trading history for share-based awards issued prior to the IPO, the expected volatility was derived from the average historical volatilities of several comparable public companies within the Company’s industry over a period equivalent to the expected term of the share-based awards. The Company will continue to analyze the volatility assumptions as additional data for the Company’s Common Share becomes available. Due to the lack of historical exercise history, the expected term of the Company’s stock options is determined using the “simplified” method. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero-coupon U.S. treasury notes with maturities approximately equal to expected term of the stock options. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.\n\nF-13\n\n \n\nThe Company classifies share-based compensation expense in its statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.\n\nPayments on Behalf of Shareholder\n\nDuring the year ended April 30, 2026 and 2025, the Company paid administrative costs to third parties on behalf of one of its shareholders. The payments to third parties on behalf of the Company’s shareholder were recorded as a deemed dividend in the consolidated statements of changes in redeemable preferred stock and shareholders’ equity (deficit).\n\nConcentrations of Risk\n\nCredit Risk\n\nFinancial instruments which potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The Company’s cash is mainly held in financial institutions. Amounts on deposit may at times exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Further, the Company holds a small cash balance in its account located in Ireland, which is not insured.\n\nBusiness Risk\n\nThe Company relies and expects to continue to rely on a small number of vendors to manufacture supplies, materials, and rental equipment for its use in the commercial product and the clinical trial programs. These programs could be adversely affected by a significant interruption in these manufacturing services.\n\nCustomer Risk\n\nThe Company earns revenues by seeking reimbursement for the product from governmental healthcare programs and private health insurance companies, including the federal Medicare program. If the Medicare program were to slow payments of the receivables for any reason, the Company would be adversely impacted. In addition, both governmental healthcare programs and private health insurance companies may seek ways to avoid or delay reimbursement, which could adversely affect the Company’s cash flow and revenues.\n\nSegment Information\n\nThe Company has a single operating and reportable segment. The Company has determined that its Chief Executive Officer is its chief operating decision maker. The Company’s Chief Executive Officer reviews financial information presented on a consolidated basis and in a consistent manner with that is included in the consolidated statements of operations and comprehensive loss for purposes of assessing performance and making decisions on how to allocate resources. As the Company operates as one operating segment, all required segment financial information, such as revenues and significant operating expenses, is found in the accompanying consolidated financial statements. For the periods presented, all of the Company’s long-lived assets were located in the United States, and all revenues from leasing of ASSURE© System devices to patients were earned in the United States. The accounting policies for segment reporting are the same as for the Company as a whole.\n\nThe chief operating decision maker utilizes the Company’s financial information such as net loss and comprehensive loss derived from revenues and operating expenses included in the Company forecast, performance metrics, and budget versus actual analyses for purposes of evaluating financial performance and how to best allocate resources when developing and reviewing the annual budget to achieve the Company’s long-term objectives. Significant expenses within loss from operations include cost of revenue, research and development expenses, and selling, general and administrative expenses, which are each separately presented on the Company’s Consolidated Statements of Operations and Comprehensive Loss.\n\nComprehensive Loss\n\nComprehensive loss consists of net loss and other gains or losses affecting shareholders’ equity that, under accounting principles generally accepted in the United States of America, are excluded from net loss. For the year ended April 30, 2026, unrealized losses on marketable securities were included as a component of comprehensive loss. For the year ended April 30, 2025, there were no items which qualify as components of other comprehensive loss and therefore, the Company’s comprehensive loss was the same as its reported net loss.\n\nF-14\n\n \n\nRecently Adopted Accounting Pronouncements\n\nIn December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances transparency and decision usefulness of income tax disclosures, primarily related to the income tax rate reconciliation and income taxes paid information. The Company adopted ASU 2023-09 prospectively during the year ended April 30, 2026. The adoption of the amendments in ASU 2023-09 impacted the Company’s disclosures in the notes to the consolidated financial statements and did not have a material impact on its consolidated balance sheets, results of operations or cash flows.\n\nAccounting Pronouncements Not Yet Adopted\n\nIn November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”), requiring disclosure in the notes to the financial statements for specified information about certain costs and expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027; however early adoption is permitted and can be applied either prospectively or retrospectively. The Company is evaluating the impact that this ASU will have on its financial statement disclosures.\n\nIn July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), requiring election of a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods. The Company is evaluating the impact that this ASU will have on its financial statements.\n\nIn September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), modernizing the accounting framework for internal-use software by eliminating the prior stage-based model and introducing a principles-based capitalization threshold. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted. The Company is evaluating the impact that this ASU will have on its financial statements and related disclosures.\n\nThe Company has reviewed other recent accounting pronouncements and concluded that they are either not applicable to the business, or that no material effect is expected on the consolidated financial statements as a result of future adoption.\n\n3. Prepaid Expenses and Other Current Assets\n\nPrepaid expenses and other current assets consisted of the following at:\n\n \n\n \n\nApril 30, 2026\n\n \n\n \n\nApril 30, 2025\n\n \n\nPrepaid software fees\n\n$\n\n1,693\n\n \n\n \n\n$\n\n1,387\n\n \n\nOther current assets\n\n \n\n2,984\n\n \n\n \n\n \n\n1,693\n\n \n\nTotal Prepaid expenses and other current assets\n\n$\n\n4,677\n\n \n\n \n\n$\n\n3,080\n\n \n\n \n\n4. Property and Equipment\n\nProperty and equipment consisted of the following at:\n\n \n\n \n\nApril 30, 2026\n\n \n\n \n\nApril 30, 2025\n\n \n\nMedical rental equipment\n\n$\n\n83,053\n\n \n\n \n\n$\n\n52,670\n\n \n\nTest equipment\n\n \n\n3,490\n\n \n\n \n\n \n\n3,115\n\n \n\nOffice equipment and furniture\n\n \n\n1,517\n\n \n\n \n\n \n\n1,446\n\n \n\nLeasehold improvements\n\n \n\n919\n\n \n\n \n\n \n\n919\n\n \n\nWork in progress\n\n \n\n1,538\n\n \n\n \n\n \n\n635\n\n \n\nTotal property and equipment\n\n \n\n90,517\n\n \n\n \n\n \n\n58,785\n\n \n\nLess: accumulated depreciation\n\n \n\n(31,427\n\n)\n\n \n\n \n\n(23,955\n\n)\n\nTotal Property and equipment, net\n\n$\n\n59,090\n\n \n\n \n\n$\n\n34,830\n\n \n\n \n\nThe Company recorded $8,709 and $7,968 of depreciation expense for the years ended April 30, 2026 and 2025, respectively.\n\nF-15\n\n \n\n5. Leases\n\nThe Company had two operating leases for office space that commenced on May 1, 2020 and January 1, 2021 with a 48-month term and 40-month term, respectively. The Company determined at the commencement of both leases that it is reasonably certain that the Company will not exercise the option to extend the terms of either lease. The office leases have variable lease payments to reimburse the lessor for costs, such as insurance and taxes but do not depend on an index rate and are excluded from the measurement of the lease liability and are recognized in operating expense.\n\nIn June 2021, the Company amended its office lease that began on May 1, 2020 to expand the leased space, commencing on September 1, 2021. The amendment is subject to all terms and conditions of the original office lease agreement and were set to expire in April 2024. In October 2023, the Company amended the existing office lease to expire in April 2029. The Company has the option to renew for 3 or 5 years upon expiration of the extended term at prevailing market rates.\n\nThe October 2023 office lease amendment provided rent abatement from November 1, 2023 through April 30, 2024. The same amendment further provided a tenant improvement allowance of $943 to be used as rent abatement or tenant improvement reimbursement by June 2026, and $786 specifically for tenant improvement reimbursement. In August 2024, the Company amended its office lease to allow for two additional months of rent abatement and for the amount to be used specifically for tenant improvement reimbursement to be used for rent abatement or tenant improvements.\n\nIn February 2025, the Company further amended its office lease to expand the leased space, commencing on April 1, 2025.\n\nIn December 2025, the Company amended its office leases to extend the lease term through April 2031. The extended lease term resulted in a re-measurement resulting in the increase of the lease liability and right of use asset by $1,585.\n\nIn May 2025, the Company entered into a new lease agreement for an office in Texas, commencing on May 15, 2025. The lease is set to expire on May 31, 2027.\n\nOperating lease expense was as follows for the periods below:\n\n \n\n \n\n \n\nYear Ended April 30,\n\n \n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\nOperating lease expense\n\n \n\n$\n\n984\n\n \n\n \n\n$\n\n758\n\n \n\nVariable lease expense\n\n \n\n \n\n680\n\n \n\n \n\n \n\n636\n\n \n\nTotal operating lease expense\n\n \n\n$\n\n1,664\n\n \n\n \n\n$\n\n1,394\n\n \n\n \n\nOperating lease expense includes amortization and interest expense associated with operating lease right-of-use assets and liabilities. Variable lease expense includes payments related to taxes, insurance and maintenance costs as required by the lease.\n\nCash paid for operating leases was $2,081 and $655 for the years ended April 30, 2026 and 2025, respectively.\n\nThe weighted average remaining lease term for the Company’s operating leases was 60 months as of April 30, 2026, and 48 months as of April 30, 2025. The weighted average discount rate used to calculate the net present value of the Company’s operating lease liabilities was 12.0% as of April 30, 2026 and 15.2% as of April 30, 2025.\n\nF-16\n\n \n\nMaturities of operating lease liabilities (net reimbursements) were as follows as of April 30, 2026:\n\n \n\n \n\n \n\n \n\n \n\nFiscal Year:\n\n \n\n \n\n \n\n2027\n\n \n\n \n\n43\n\n \n\n2028\n\n \n\n \n\n1,346\n\n \n\n2029\n\n \n\n \n\n1,477\n\n \n\n2030\n\n \n\n \n\n1,424\n\n \n\n2031\n\n \n\n \n\n1,589\n\n \n\nTotal future lease payments\n\n \n\n$\n\n5,879\n\n \n\nLess: imputed interest\n\n \n\n \n\n(1,737\n\n)\n\nTotal lease liability balance\n\n \n\n$\n\n4,142\n\n \n\nLess: current portion of lease liability\n\n \n\n \n\n(31\n\n)\n\nTotal lease liability, net of current portion\n\n \n\n$\n\n4,111\n\n \n\n \n\n6. Accrued Liabilities\n\nAccrued liabilities consisted of the following at:\n\n \n\n \n\nApril 30, 2026\n\n \n\n \n\nApril 30, 2025\n\n \n\nBonuses and commissions\n\n$\n\n10,885\n\n \n\n \n\n$\n\n6,368\n\n \n\nOther accrued liabilities\n\n \n\n5,486\n\n \n\n \n\n \n\n3,547\n\n \n\nPaid time off\n\n \n\n3,050\n\n \n\n \n\n \n\n2,305\n\n \n\nProfessional services\n\n \n\n1,133\n\n \n\n \n\n \n\n1,141\n\n \n\nPayroll and payroll taxes\n\n \n\n2,492\n\n \n\n \n\n \n\n468\n\n \n\nTotal Accrued liabilities\n\n$\n\n23,046\n\n \n\n \n\n$\n\n13,829\n\n \n\n \n\n7. Long-Term Debt\n\nOn September 29, 2023, the Company entered into a Credit Agreement with a lender that provided a Senior Secured Delayed Draw Term Loan Facility (as amended, the “Term Loan 2024”) in an aggregate principal amount of up to $60,000 and matures on September 29, 2028. Borrowings are made available in up to three tranches, the first of which is available upon closing of the agreement, which included committed equity funding of at least $75,000, and two follow on tranches of $7,500 which became available before November 1, 2024, and February 1, 2025, dependent upon achievement of revenue milestones of trailing twelve-month revenues of $50,000 and $70,000, respectively. The Term Loan 2024 bears interest equal to the sum of Term Secured Overnight Financing Rate plus 7.25% for each interest period which is measured monthly and is payable on the last day of each fiscal quarter. Through March 31, 2025, the Company had the ability to pay-in-kind up to 2% of the payable interest. The Term Loan 2024 requires a minimum level of cash of $3,000 and certain revenue thresholds based upon trailing twelve-month revenue results. The revenue covenant began to be measured on April 30, 2024.\n\nOn September 29, 2023, the Company drew an initial $45,000. In connection with the first draw, the Company incurred a 1% facility fee of the total available loan amount of $60,000 upon the draw of the first tranche of $600 and legal fees of $1,753 for both the Company and the lender. The Company recognized the facility fee and legal fees as a discount of $1,765 to the Term Loan 2024 for the initial draw on the loan, and $588 as an Other long-term asset, for the remainder available to draw. Each of these will be amortized as interest expense over the term of the loan on a straight-line basis.\n\nAs of October 31, 2024, the Company determined that the revenue milestone related to the second tranche was not met and the third tranche was not probable of being achieved. As a result, the Company expensed the asset related to debt issuance costs and facility fees in the amount of $462.\n\nIn conjunction with the draw of the first tranche, West Affum LP issued a warrant to the lender to purchase up to 256,410 shares of West Affum LP’s common units at an exercise price of $17.55 per share. The fair value of the warrant was $1,632 and was recognized as a debt discount and as a capital contribution, and the debt discount is amortized over the term of the loan to interest expense.\n\nF-17\n\n \n\nOn February 25, 2025, the Company amended the Term Loan 2024 facility to adjust the revenue milestones applicable to the debt covenants therein and amend the ability to draw additional loans under the third tranche to allow for the ability to draw an additional $15.0 million through July 31, 2026 upon the achievement of revenue of at least $60.0 million for any twelve consecutive month period prior to the third tranche borrowing date. As of April 30, 2026, the Company was in compliance with all financial covenants.\n\nIn connection with the IPO, the warrant issued to the lender on September 29, 2023 was cancelled and exchanged for a new warrant (the “2033 Warrant”) to purchase up to 325,847 Common Shares of Kestra Medical Technologies, Ltd. with an exercise price of $11.54. The 2033 Warrant expires on September 29, 2033. The 2033 Warrant is classified as a liability and is recorded as a discount to the Term Loan 2024. Upon the funding of additional amounts under the third tranche of Term Loan 2024, the Company will issue additional warrants to the lender exercisable for Common Shares with a value equal to 10% of the amount funded.\n\nOn September 4, 2025, the lender fully exercised the 2033 Warrant to purchase Common Shares on a cashless basis, resulting in the issuance of 100,397 Common Shares and the cancellation of the 2033 Warrant.\n\nThe Company’s long-term debt consisted of the following at:\n\n \n\n \n\n \n\nApril 30, 2026\n\n \n\n \n\nApril 30, 2025\n\n \n\nTerm loan\n\n \n\n$\n\n45,000\n\n \n\n \n\n$\n\n45,000\n\n \n\nAccumulated paid-in-kind interest applied to term loan balance\n\n \n\n \n\n1,395\n\n \n\n \n\n \n\n1,395\n\n \n\nLess: unamortized debt issuance costs and debt discount\n\n \n\n \n\n(3,746\n\n)\n\n \n\n \n\n(5,297\n\n)\n\nTotal long-term debt\n\n \n\n$\n\n42,649\n\n \n\n \n\n$\n\n41,098\n\n \n\n \n\nThe Company recognized expenses related to the Term Loan 2024 as follows:\n\n \n\n \n\n \n\nYear Ended April 30,\n\n \n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\nCash interest expense\n\n \n\n$\n\n5,645\n\n \n\n \n\n$\n\n4,851\n\n \n\nAmortization of the facility fee and legal fees\n\n \n\n \n\n380\n\n \n\n \n\n \n\n874\n\n \n\nAmortization of the debt discount recognized in connection with the warrant\n\n \n\n \n\n1,521\n\n \n\n \n\n \n\n526\n\n \n\nInterest expense paid-in-kind and applied to the Term Loan 2024 balance\n\n \n\n \n\n—\n\n \n\n \n\n \n\n855\n\n \n\nTotal expense recognized related to the Term Loan 2024\n\n \n\n$\n\n7,546\n\n \n\n \n\n$\n\n7,106\n\n \n\n \n\n8. Fair Value Measurement\n\nThe following table presents the Company’s fair value hierarchy for its classified assets and liabilities measured at fair value on a recurring basis as of April 30, 2026 and 2025.\n\n \n\n \n\n \n\nLevel 1\n\n \n\n \n\nLevel 2\n\n \n\n \n\nLevel 3\n\n \n\nApril 30, 2026\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nAssets\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nMoney market funds\n\n \n\n$\n\n22,146\n\n \n\n \n\n$\n\n—\n\n \n\n \n\n$\n\n—\n\n \n\nU.S. treasury securities\n\n \n\n \n\n—\n\n \n\n \n\n \n\n195,338\n\n \n\n \n\n \n\n—\n\n \n\nTotal assets\n\n \n\n$\n\n22,146\n\n \n\n \n\n$\n\n195,338\n\n \n\n \n\n$\n\n—\n\n \n\nLiabilities\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nWarrant liabilities\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n1,369\n\n \n\nTotal liabilities\n\n \n\n$\n\n—\n\n \n\n \n\n$\n\n—\n\n \n\n \n\n$\n\n1,369\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nApril 30, 2025\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nLiabilities\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nWarrant liabilities\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n8,097\n\n \n\nTotal liabilities\n\n \n\n$\n\n—\n\n \n\n \n\n$\n\n—\n\n \n\n \n\n$\n\n8,097\n\n \n\n \n\nThe Company classifies its money market funds, which are valued based on quoted market prices in active markets with no valuation adjustment, as cash equivalents within the fair value hierarchy.\n\nF-18\n\n \n\nThe fair value and amortized cost of available-for-sale marketable securities as of April 30, 2026 are presented in the following table:\n\n \n\n \n\n \n\n \n\n \n\n \n\nGross Unrealized\n\n \n\n \n\n \n\n \n\n \n\n \n\nAmortized Cost Basis\n\n \n\n \n\nUnrealized Gains\n\n \n\n \n\nUnrealized Losses\n\n \n\n \n\nFair Value\n\n \n\nAssets\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nMoney market funds\n\n \n\n$\n\n22,146\n\n \n\n \n\n$\n\n—\n\n \n\n \n\n$\n\n—\n\n \n\n \n\n$\n\n22,146\n\n \n\nU.S. treasury securities\n\n \n\n \n\n195,556\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n(218\n\n)\n\n \n\n \n\n195,338\n\n \n\nTotal\n\n \n\n$\n\n217,702\n\n \n\n \n\n$\n\n—\n\n \n\n \n\n$\n\n(218\n\n)\n\n \n\n$\n\n217,484\n\n \n\n \n\nAs of April 30, 2026 available-for-sale marketable securities are classified as follows in the consolidated balance sheet:\n\n \n\nCategory:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCash and cash equivalents\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n$\n\n54,993\n\n \n\nShort-term investments\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n96,724\n\n \n\nLong-term investments\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n65,767\n\n \n\nTotal\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n$\n\n217,484\n\n \n\n \n\nShort-term investments have a contractual maturity date that is one year or less from the respective balance sheet date. Long-term investments have a contractual maturity date that is more than one year from the respective balance sheet date. The Company recognized no credit losses during the years ended April 30, 2026 and 2025, and had no allowance for credit losses as of April 30, 2026, and 2025.\n\nAs of April 30, 2026 and 2025, the fair value of the long-term debt, net of discounts, approximated $47,700 and $47,330, respectively. The fair value of long-term debt was determined using quoted market prices, when available, or discounted cash flows based on various factors, including maturity schedules and current market rates. Long-term debt has been classified as Level 2 of the fair value hierarchy.\n\nThere were no transfers into or out of the Level 1, 2 or 3 fair value hierarchies during the years ended April 30, 2026 and 2025.\n\nWarrant Liabilities\n\nAs of April 30, 2026, the Company recorded warrant liabilities from issuance of warrants to the lender of the Term Loan 2024 in connection with the amendment on February 25, 2025. The warrant liabilities are based on significant inputs not observable in the market, which represent a Level 3 measurement within the fair value hierarchy. The Company’s valuation of the warrant liabilities utilized the Black-Scholes option-pricing model, which incorporates assumptions and estimates to value the warrants.\n\nAs of April 30, 2026, the quantitative elements associated with the Company’s Level 3 inputs impacting the fair value measurement of the warrant liabilities included the fair value per share of the underlying Common Shares, the remaining contractual term of the warrant, risk-free interest rate, expected dividend yield and expected volatility of the price of the underlying Common Shares. The expected volatility is derived from comparable public companies as the Company did not have sufficient trading history for the Company’s Common Shares. The change in fair value of warrant liability was $2,673 for the year ended April 30, 2026, which is included in other expense within the consolidated statements of operations and comprehensive loss.\n\nThe following table presents the significant inputs and assumptions used in the Black-Scholes option pricing model to determine the fair value of the warrant liabilities as of April 30, 2026:\n\n \n\n \n\n \n\nApril 30, 2026\n\n \n\n \n\nApril 30, 2025\n\n \n\nStrike price\n\n \n\n$\n\n11.54\n\n \n\n \n\n$\n\n11.54\n\n \n\nExpected term (in years)\n\n \n\n \n\n7.42\n\n \n\n \n\n \n\n8.42\n\n \n\nExpected volatility\n\n \n\n \n\n59.00\n\n%\n\n \n\n \n\n65.00\n\n%\n\nRisk free rate\n\n \n\n \n\n4.20\n\n%\n\n \n\n \n\n4.21\n\n%\n\nDividend yield\n\n \n\n \n\n0\n\n%\n\n \n\n \n\n0\n\n%\n\n \n\nF-19\n\n \n\nA reconciliation of the Level 3 liabilities is as follows:\n\n \n\nFair value of Level 3 liabilities as of April 30, 2025\n\n \n\n$\n\n8,097\n\n \n\nChange in fair value of warrant liabilities\n\n \n\n \n\n(2,673\n\n)\n\nExercise of warrant\n\n \n\n \n\n(4,055\n\n)\n\nFair value of Level 3 liabilities as of April 30, 2026\n\n \n\n$\n\n1,369\n\n \n\n \n\n9. Common Shares\n\nThe Company had 100,000,000 Common Shares authorized and 58,383,924 and 51,348,656 Common Shares issued and outstanding with a par value of $1.00 per Common Share as of April 30, 2026 and April 30, 2025, respectively. Each Common Share is entitled to one vote.\n\n10. Redeemable Preferred Stock\n\nIn May 2022, Intermediate Holdings amended and restated its Memorandum and Articles of Association, according to which Intermediate Holdings’ existing share capital of 5,000,000 shares can upon the discretion of Intermediate Holdings be issued in the form of either common and/or preferred stock with a par value of $0.01 each.\n\nIn May and July of 2024, Intermediate Holdings issued to West Affum LP a total of 103,400 shares of preferred stock for proceeds $103,400. Following the Organizational Transactions, pre-existing interests in Intermediate Holdings, as well as non-controlling interests of its subsidiaries, were exchanged into Common Shares. Kestra Medical Technologies, Ltd. now directly owns 100% of Intermediate Holdings and indirectly owns 100% of each of Intermediate Holdings’. There were no shares of preferred stock outstanding as of April 30, 2026 and April 30, 2025.\n\nPreferred stock issued is considered non-voting and is subject to a preferred dividend accrued daily with a set payment “yield” capped at 4.7% for issuances prior to April 30, 2023 and at 6.0% for issuances on or after May 1, 2023. No dividends were declared as of the year ended April 30, 2026 or 2025. Cumulative unpaid dividends were factored into the value of the preferred stock when exchanged for Common Shares of Kestra Medical Technologies, Ltd. in connection with the Organizational Transactions.\n\n11. Non-Controlling Interest\n\nIn July 2024, West Affum Holdings Designated Activity Company (the “DAC”), a subsidiary of the Company, received a $17,100 investment from a third party (the “Investor”) in exchange for shares. The DAC sold the Investor 171 Class A redeemable ordinary shares (“Class A Redeemable Ordinary Shares”) of the DAC at a price per share equal to $100,000 for an aggregate cash purchase price of $17,100. Concurrently with the execution and delivery of the agreement governing the Investor’s investment into DAC, Intermediate Holdings entered into an agreement with the Investor and West Affum LP wherein, at the discretion of the Investor, the DAC’s Class A Redeemable Ordinary Shares held by the Investor can be exchanged into common stock of Intermediate Holdings, and subsequently exchanged into Class A Common Units of West Affum LP. The exchange ratio is calculated based on the DAC price per share of $100,000 and the Class A Common Unit price of $14.67 as of July 2024 which allows the Investor to exchange 171 DAC Class A Redeemable Ordinary Shares into 1,165,644.17 Class A Common Units of West Affum LP.\n\nIn connection with the IPO, all Class A Redeemable Ordinary Shares were exchanged for common stock of Intermediate Holdings, which common stock were exchanged for common units of West Affum LP immediately after. West Affum LP contributed all of its Intermediate Holdings common stock to Kestra Medical Technologies, Ltd. for its Common Shares. Effective on December 31, 2025, West Affum LP was dissolved and all of the Common Shares it had received at IPO were distributed to its unit holders.\n\n12. Equity Incentive Plan and Share Based Compensation\n\nIncentive Units\n\nPrior to the IPO, certain employees and contractors of Intermediate Holdings were granted Incentive Units of West Affum LP. The Incentive Units allow the holder to participate in the equity of West Affum LP subject to participation thresholds as defined by West Affum LP. Upon termination of employment or services, West Affum LP has the right but not the obligation to repurchase vested Incentive Units at fair market value within seven months following termination.\n\nF-20\n\n \n\nIncentive Units vest based on continued service on a straight-line basis over the applicable service periods. Any unvested Incentive Units are automatically forfeited upon separation. Incentive Units do not expire and have no exercise price. Compensation cost of Incentive Units is estimated on the date of grant.\n\nIn connection with the IPO, vesting was accelerated for all unvested Incentive Units and all Incentive Units were exchanged into Common Shares of Kestra Medical Technologies, Ltd. The Company recorded $2,783 in share-based compensation related to the acceleration of the vesting of the unvested Incentive Units. The following table summarizes Incentive Units activity:\n\n \n\n \n\nIncentive Units\n\n \n\nOutstanding at April 30, 2024\n\n \n\n2,130,143\n\n \n\nGranted\n\n \n\n1,192,999\n\n \n\nForfeited / repurchased\n\n \n\n(192,405\n\n)\n\nExchanged into common shares\n\n \n\n(3,130,737\n\n)\n\nOutstanding at April 30, 2025\n\n—\n\n \n\n \n\nRestricted Common Units and Restricted Shares\n\nCertain directors and advisors of the Company were granted 17,149 shares of restricted common units of West Affum LP between September 1, 2022 and October 16, 2024, with a vesting period of 3 years. In connection with the IPO, the restricted common units converted into 23,899 restricted Common Shares of Kestra Medical Technologies, Ltd., subject to continued vesting under the original grant agreements. As of April 30, 2026, 19,916 and 3,983 of these Common Shares were vested and unvested, respectively. As of April 30, 2025, 11,950 and 11,950 were vested and unvested, respectively.\n\nCertain directors and advisors of the Company were granted 35,787 shares of restricted Class A Common Units of West Affum LP between July 24, 2024 and November 3, 2024, with a vesting period of 3 years. In connection with the IPO, Class A Common Units were automatically exchanged into 45,479 restricted Common Shares of Kestra Medical Technologies, Ltd., subject to continued vesting under the directors’ original grant agreements. During the year ended April 30, 2026, 18,795 restricted Common Shares vested. As of April 30, 2026, there were 23,822 and 21,657 shares of vested and unvested restricted Common Shares outstanding. As of April 30, 2025, there were 12,994 and 32,485 shares of vested and unvested restricted Common Shares outstanding.\n\nShare-based compensation expense associated with restricted common units and restricted Common Shares is immaterial and recorded within selling, general and administrative expense.\n\nIn connection with the IPO, the Company entered into the Kestra Medical Technologies, Ltd. 2025 Omnibus Incentive Plan (the \"2025 Omnibus Incentive Plan\") to grant eligible individuals incentive equity awards, including stock options and restricted stock units. Stock option and restricted stock unit activity for the year ended April 30, 2026 is as follows:\n\nStock Options\n\nStock options activity for the year ended April 30, 2026 is as follows:\n\n \n\n \n\nNumber of options\n\n \n\n \n\nWeighted average exercise price\n\n \n\n \n\nWeighted average remaining contractual life (in years)\n\n \n\n \n\nAggregate intrinsic value (in thousands)\n\n \n\nBalance at April 30, 2025\n\n \n\n4,649,100\n\n \n\n \n\n$\n\n17.04\n\n \n\n \n\n \n\n9.85\n\n \n\n \n\n$\n\n32,640\n\n \n\nForfeited\n\n \n\n(109,721\n\n)\n\n \n\n \n\n17.38\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nExercised\n\n \n\n(34,871\n\n)\n\n \n\n \n\n17.00\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nBalance at April 30, 2026\n\n \n\n4,504,508\n\n \n\n \n\n \n\n17.04\n\n \n\n \n\n \n\n8.85\n\n \n\n \n\n \n\n16,675\n\n \n\nVested and exercisable at April 30, 2026\n\n \n\n3,182,286\n\n \n\n \n\n \n\n17.04\n\n \n\n \n\n \n\n8.85\n\n \n\n \n\n \n\n11,768\n\n \n\n \n\nAlso as of April 30, 2026, unrecognized compensation cost for outstanding stock options was $12,539, with the weighted-average period over which this cost is expected to be recognized at 0.45 years. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s Common Shares for those stock options that had exercise prices lower than the fair value of the Company’s Common Shares.\n\nThe weighted average grant date fair value of stock options outstanding as of April 30, 2026 was $10.20 per share.\n\nF-21\n\n \n\nRestricted Stock Units\n\nThe 2025 Omnibus Incentive Plan also allows for the grants of restricted shares and restricted stock units. During the year ended April 30, 2026, the Company granted restricted stock units which vest under three methods:\n\n•\nThree-year service period restricted unit grants which vest one-third on each of the first, second and third anniversaries of the date of grant. The fair value of these restricted stock units is determined based upon the Company’s stock price on the date of grant and expensed over the service period.\n\n•\nPerformance-based restricted stock unit grants that vest after one year only if the Company has achieved curtained performance objectives as defined and approved by the Company’s Board of Directors. The fair value of the performance awards is determined based on the Company’s stock price at the date of grant and expensed over the performance period based on the probability of achieving the performance objectives. If such targets are not met or service is not rendered for the requisite service period, no compensation cost is recognized, and any recognized compensation cost in prior periods will be reversed.\n\n•\nMarket-based restricted stock units that have combined market conditions and service conditions for vesting, for which the Company uses the Monte Carlo valuation model to value equity awards (as of the date of grant). Compensation cost is not adjusted if the market condition is not met, as long as the requisite service is provided.\n\nTime Based Restricted Stock Units\n\nRestricted stock unit activity for the year ended April 30, 2026 is as follows:\n\n \n\n \n\nNumber of restricted units\n\n \n\n \n\nWeighted average grant date fair value\n\n \n\nOutstanding at April 30, 2025\n\n \n\n—\n\n \n\n \n\n$\n\n—\n\n \n\nGranted\n\n \n\n2,655,737\n\n \n\n \n\n \n\n17.56\n\n \n\nForfeited\n\n \n\n(155,779\n\n)\n\n \n\n \n\n16.95\n\n \n\nOutstanding at April 30, 2026\n\n \n\n2,499,958\n\n \n\n \n\n$\n\n17.60\n\n \n\n \n\nAs of April 30, 2026, there was $34,052 of total unrecognized compensation cost related to unvested restricted stock units that is expected to be recognized over a weighted-average period of approximately 2.38 years. As of April 30, 2026, none of the restricted stock units were vested.\n\nPerformance Based Restricted Stock Units\n\nDuring the year ended April 30, 2026, the Company granted 434,702 performance-based restricted stock units that vest upon achieving curtained performance objectives. Achievement of these performance objectives was deemed probable during the three months ended July 31, 2025. The weighted average grant date fair value is $16.04.\n\nAs of April 30, 2026, there was no unrecognized compensation cost related to unvested performance-based restricted stock units. As of April 30, 2026, none of the performance-based restricted stock units were vested.\n\nMarket Based Restricted Stock Units\n\nDuring the year ended April 30, 2026, the Company granted 217,351 market-based restricted stock units that vest upon achieving both market conditions and service conditions.\n\nThe Company estimated the fair value of the market-based restricted stock units granted using a Monte Carlo simulation model with the following assumptions:\n\n \n\n \n\nApril 30, 2026\n\n \n\nExpected volatility\n\n \n\n54.6\n\n%\n\nExpected term\n\n1.76 years\n\n \n\nRisk free rate\n\n \n\n3.91\n\n%\n\nFair value of underlying common stock\n\n$\n\n17.30\n\n \n\nWeighted average grant-date fair value per share\n\n$\n\n20.25\n\n \n\n \n\nF-22\n\n \n\nAs of April 30, 2026, there was $2,741 of total unrecognized compensation cost related to unvested market-based restricted stock units that is expected to be recognized over a weighted-average period of approximately 1.21 years. As of April 30, 2026, none of the market-based restricted stock units were vested.\n\nEmployee Stock Purchase Plan\n\nUnder the 2025 Employee Stock Purchase Plan (the \"ESPP\"), participants are permitted to purchase shares of Common Shares, up to the IRS allowable limit of $25,000 in any calendar year and no more than 1,000 shares on any purchase date, through contributions (in the form of payroll deductions or otherwise to the extent permitted by the administrator of the ESPP) of up to 15% of their eligible compensation. The ESPP provides for offering periods not to exceed 27-months, and the Company anticipates each offering period to consist of one or more six-month purchase periods. Participants are permitted to purchase shares of the Company’s Common Shares at 85% of the lower of the fair market value of the Company’s Common Shares on the first trading day of an offering period or on the last trading date in each purchase period in the applicable offering period. Participants may end their participation at any time during an offering period and will be paid their accrued contributions that have not yet been used to purchase shares. Participation ends automatically upon termination of employment with the Company. No purchases were made during the year ended April 30, 2026.\n\nShare-Based Compensation\n\nThe Company recorded share-based compensation in the following expense categories of its consolidated statements of operations and comprehensive loss:\n\n \n\n \n\n \n\nYear Ended April 30,\n\n \n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\nResearch and development\n\n \n\n$\n\n3,601\n\n \n\n \n\n$\n\n1,964\n\n \n\nSelling, general and administrative\n\n \n\n \n\n30,043\n\n \n\n \n\n \n\n22,307\n\n \n\nTotal share-based compensation expense\n\n \n\n$\n\n33,644\n\n \n\n \n\n$\n\n24,271\n\n \n\n \n\n13. Income Taxes\n\nThe components of loss before income taxes are as follows:\n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\nU.S. Operations\n\n$\n\n(116,148\n\n)\n\n \n\n$\n\n(105,417\n\n)\n\nForeign Operations\n\n \n\n(15,171\n\n)\n\n \n\n \n\n(8,262\n\n)\n\n   Total\n\n$\n\n(131,318\n\n)\n\n \n\n$\n\n(113,679\n\n)\n\n \n\nIn 2025, the Company completed its restructuring in connection with its initial public offering. The Company’s parent company is based in Bermuda and is a resident for Irish tax purposes. Its subsidiaries are in the Cayman Islands, Ireland, and the U.S. Under the current laws of Bermuda and the Cayman Islands, the Company is not subject to tax on income. However, the Company and its subsidiaries are subject to taxation in Ireland, the U.S. federal government, and various states.\n\nAs a result of the restructuring completed in connection with the initial public offering, the Company’s effective tax rate varies from the statutory Irish tax rate due to the effect of U.S. federal income taxes, state income taxes and research and development credits. The Company’s effective tax rate could fluctuate from quarter to quarter based on variations in the estimated and actual level of pre-tax income or loss by jurisdiction, changes in enacted tax laws and regulations, and changes in estimates regarding the realizability of deferred tax assets. As of April 30, 2026 and 2025, the Company provided a full valuation allowance against its net deferred tax assets that we believe, based on the weight of available evidence, are not more likely than not to be realized.\n\nF-23\n\n \n\nIncome tax expense for the year ended April 30, 2026 differs from the amount of income tax determined by applying the applicable Irish statutory tax rate to pretax income as a result of the following differences. For purposes of the reconciliation between the provision (benefit) for income taxes at the statutory rate and the effective tax rate, an Irish 12.5% rate is applied to pretax income as a result of the following for the year ended April 30, 2026:\n\n \n\n \n\nYear Ended April 30, 2026\n\n \n\n \n\nAmount\n\n \n\n \n\nPercentage\n\n \n\nIrish Statutory Tax Rate\n\n$\n\n(16,415\n\n)\n\n \n\n \n\n12.5\n\n%\n\nForeign Tax Effects\n\n \n\n \n\n \n\n \n\n \n\n   US\n\n \n\n(9,873\n\n)\n\n \n\n \n\n7.5\n\n%\n\n   State Tax Provision (net of Federal Benefit)\n\n \n\n(2,871\n\n)\n\n \n\n \n\n2.2\n\n%\n\n   Other\n\n \n\n503\n\n \n\n \n\n \n\n(0.4\n\n%)\n\nNon-deductible Expenses\n\n \n\n \n\n \n\n \n\n \n\n   Stock-Based Compensation\n\n \n\n6,656\n\n \n\n \n\n \n\n(5.1\n\n%)\n\n   Other\n\n \n\n696\n\n \n\n \n\n \n\n(0.5\n\n%)\n\nTax Credits\n\n \n\n \n\n \n\n \n\n \n\n   R&D Credit\n\n \n\n(395\n\n)\n\n \n\n \n\n0.3\n\n%\n\nOther\n\n \n\n(155\n\n)\n\n \n\n \n\n0.1\n\n%\n\nChange in Valuation Allowance\n\n \n\n22,148\n\n \n\n \n\n \n\n(16.9\n\n%)\n\n \n\n$\n\n294\n\n \n\n \n\n \n\n(0.2\n\n%)\n\n \n\nAs previously disclosed for the year ended April 30, 2025, prior to the adoption of ASU 2023-09, income tax expense differs from the amount of income tax determined by applying the applicable U.S. statutory federal income tax rate to pretax income as a result of the following differences:\n\n \n\n \n\n2025\n\n \n\nTax provision (benefit) at statutory rate\n\n$\n\n(28,420\n\n)\n\nForeign Rate Differential\n\n \n\n4,719\n\n \n\nState Tax Provision (net of Federal Benefit)\n\n \n\n(4,110\n\n)\n\nNon-deductible Expenses\n\n \n\n3,561\n\n \n\nR&D Credit\n\n \n\n(402\n\n)\n\nOther\n\n \n\n-\n\n \n\nChange in Valuation Allowance\n\n \n\n24,787\n\n \n\n \n\n$\n\n135\n\n \n\n \n\nF-24\n\n \n\nSignificant components of the deferred tax assets and liabilities are as follows:\n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\nDeferred Tax Assets\n\n \n\n \n\n \n\n \n\n \n\nLoss Carryforwards\n\n$\n\n80,953\n\n \n\n \n\n$\n\n52,281\n\n \n\nInterest Carryforward\n\n \n\n6,661\n\n \n\n \n\n \n\n7,211\n\n \n\nAccrued Expenses\n\n \n\n1,563\n\n \n\n \n\n \n\n4,553\n\n \n\nOperating Lease Liability\n\n \n\n716\n\n \n\n \n\n \n\n539\n\n \n\nInventory Basis Differences\n\n \n\n308\n\n \n\n \n\n \n\n224\n\n \n\nR&D Credit Carryforward\n\n \n\n5,912\n\n \n\n \n\n \n\n5,517\n\n \n\nIntangible Asset\n\n \n\n35,375\n\n \n\n \n\n \n\n35,375\n\n \n\nStock Based Compensation\n\n \n\n6,156\n\n \n\n \n\n \n\n4,998\n\n \n\n \n\n \n\n137,644\n\n \n\n \n\n \n\n110,698\n\n \n\nLess: Valuation allowance for deferred tax assets\n\n \n\n(125,962\n\n)\n\n \n\n \n\n(103,815\n\n)\n\nNet deferred tax assets\n\n$\n\n11,682\n\n \n\n \n\n$\n\n6,883\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\nDeferred Tax Liabilities\n\n \n\n \n\n \n\n \n\n \n\nProperty and Equipment\n\n$\n\n(10,658\n\n)\n\n \n\n$\n\n(6,233\n\n)\n\nPrepaid Expenses\n\n \n\n(591\n\n)\n\n \n\n \n\n(533\n\n)\n\nRight-Of-Use Asset\n\n \n\n(541\n\n)\n\n \n\n \n\n(257\n\n)\n\nOther\n\n \n\n(198\n\n)\n\n \n\n—\n\n \n\nTotal Deferred Tax Liabilities\n\n \n\n(11,988\n\n)\n\n \n\n \n\n(7,023\n\n)\n\n \n\n \n\n \n\n \n\n \n\n \n\nNet deferred tax assets (liabilities)\n\n$\n\n(306\n\n)\n\n \n\n$\n\n(140\n\n)\n\n \n\nThe Company does not accrue a deferred tax liability on stock basis of its subsidiaries since the tax basis exceeds the book basis. There are no unremitted foreign earnings.\n\nUtilization of some of the federal and state net operating losses and credit carryforwards may be subject to annual limitations due to the change in ownership provisions of the Internal Revenue Code of 1986 (“Internal Revenue Code”) and similar state provisions. The Tax Reform Act of 1986 limits the use of net operating loss and tax credit carryforwards in certain situations where changes occur in the stock ownership of a company. A study has not yet been performed. If there was an ownership change, there could be an annual limitation that may result in the expiration of net operating losses and credits before utilization.\n\nIn assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, carry back opportunities and tax planning strategies in making the assessment. The Company believes it is more likely than not it will not realize the benefits of these deductible differences and has applied a full valuation allowance against them.\n\nNet operating losses and tax credit carryforwards for the year ended April 30, 2026 are as follows:\n\n \n\n \n\n2026\n\n \n\n \n\nExpiration Years\n\nNet operating losses, federal (Pre-TCJA)\n\n—\n\n \n\n \n\n \n\nNet operating losses, federal (Post-TCJA)\n\n \n\n322,006\n\n \n\n \n\nIndefinite\n\nNet operating losses, state\n\n \n\n97,540\n\n \n\n \n\nVarious\n\nTax credits, federal\n\n \n\n6,336\n\n \n\n \n\n2039 - 2043\n\nTax credits, state\n\n—\n\n \n\n \n\n \n\nNet operating losses, foreign\n\n \n\n43,657\n\n \n\n \n\nIndefinite\n\nTax Credits, foreign\n\n—\n\n \n\n \n\n \n\n \n\nThe Company determines whether a tax position is more likely than not to be sustained upon examination based on the technical merits of the position in accordance with ASC 740. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority.\n\nF-25\n\n \n\nThe following table summarized the activity related to unrecognized tax benefits:\n\n \n\n \n\n2026\n\n \n\nUnrecognized Tax Benefit - Beginning of Year\n\n$\n\n819\n\n \n\nAdditions - current year\n\n \n\n44\n\n \n\nAdditions - prior year\n\n—\n\n \n\nDecreases - prior year\n\n—\n\n \n\nUnrecognized Tax Benefit - End of Year\n\n$\n\n863\n\n \n\n \n\nAll of the unrecognized tax benefits as of April 30, 2026 are accounted for as a reduction in our deferred tax assets. Due to the valuation allowance, none of the $863 of unrecognized tax benefits would affect our effective tax rate, if recognized. We do not believe it is reasonably possible that our unrecognized tax benefits will significantly change in the next twelve months. We recognize interest and penalties related to unrecognized tax benefits as income tax expense. There were no accrued interest or penalties related to unrecognized tax benefits for the year ended April 30, 2026 or April 30, 2025. We do not expect any significant change in our unrecognized tax benefits during the next twelve months.\n\nThe Company files Irish, U.S. federal and U.S. state income tax returns. The Company is not currently under examination but is open to audit by the I.R.S. and state tax authorities for tax years beginning in 2019. The resolutions of any examinations are not expected to be material to these financial statements. As of April 30, 2026, there are no penalties or accrued interest recorded in the financial statements.\n\n14. Commitments and Contingencies\n\nThe Company considers the likelihood of loss or impairment of an asset, or the incurrence of a liability, as well as the ability to reasonably estimate the amount of loss, in determining loss contingencies. An estimated loss contingency is accrued when information available prior to issuance of the consolidated financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the consolidated financial statements, and the amount or range of loss can be reasonably estimated. Legal costs are expensed as incurred. Gain contingencies are not recognized until they are realized or realizable. From time to time, the Company may become involved in litigation relating to claims arising from the ordinary course of business.\n\nThe Company enters into indemnification agreements with its officers and directors, and the Company’s bye-laws include similar indemnification obligations to its officers and directors. To date, there have been no claims under any indemnification provisions, and therefore there is no accrual of such amounts as of April 30, 2026 and 2025. The Company is unable to determine the maximum potential impact of these indemnifications on the future results of operations.\n\nManagement believes that there are currently no other claims or actions pending against the Company where the ultimate disposition could have a material effect on the Company’s results of operations, financial condition or cash flows.\n\n15. Defined Contribution Plan\n\nThe Company sponsors a defined contribution retirement savings plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “401(k) Plan”), for its full-time employees, which covers all eligible employees in the United States. The 401(k) Plan provides for matching and discretionary contributions by the Company. For the years ended April 30, 2026 and 2025, matching and discretionary contributions by the Company totaled $2,240 and $1,660, respectively.\n\n16. Net Loss Per Share Attributable to Common Shareholders\n\nThe Organizational Transactions represent a business combination between entities under common control under the principles of ASC Topic 805, Business Combinations. In connection with the Organizational Transactions, West Affum LP contributed its 105,808 shares of common stock in Intermediate Holdings for 19,885,382 Common Shares of Kestra Medical Technologies, Ltd. (“Exchange”). Under the principles of ASC 260, Earnings Per Share, the Exchange was applied retrospectively for purposes of calculating basic and diluted net loss per share. Other transactions that closed contemporaneously with the Organizational Transactions, including conversions of preferred stock, non-controlling interests, and equity awards were accounted for prospectively beginning on the date such transactions occurred, and were not given retrospective treatment as they changed the relative subordination characteristics of the securities owned by the respective holders after the effective date of the Organizational Transactions. Similarly, the shares issued upon the Company's equity offerings were accounted for prospectively beginning on the date such shares were issued and were not given retrospective treatment. The total number of outstanding shares disclosed on the face of the consolidated balance sheets and consolidated statements of changes in redeemable preferred stock and shareholders’ equity\n\nF-26\n\n \n\n(deficit) represents the number of shares legally outstanding as of the latest consolidated balance sheet date. This differs from the number of outstanding shares disclosed for basic and diluted net loss per share, which has been retrospectively adjusted for common shares outstanding but not yet vested.\n\nBasic net loss per share attributable to common shareholders is calculated by dividing net loss by the weighted average number of Common Shares outstanding during the period and excludes any dilutive effects of employee share-based awards and warrants to purchase Common Shares. Diluted net loss per share attributable to common shareholders is computed giving effect to all potentially dilutive common shares, including common shares issuable upon vesting of share-based payment awards and/or upon exercise of the warrants. For the years ended April 30, 2026 or 2025, the Company did not have any dilutive shares. For both periods presented, there is no difference in the number of shares used to compute basic and diluted shares outstanding due to the Company’s net loss position.\n\nThe following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders for the years ended April 30, 2026 and 2025:\n\n \n\n \n\nYear Ended April 30,\n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\nNumerator:\n\n \n\n \n\n \n\n \n\n \n\nNet loss attributable to Kestra Medical Technologies, Ltd.\n\n$\n\n(131,612\n\n)\n\n \n\n$\n\n(113,814\n\n)\n\nUndeclared preferred dividends\n\n \n\n—\n\n \n\n \n\n \n\n(12,321\n\n)\n\nNet loss attributable to common shareholders\n\n$\n\n(131,612\n\n)\n\n \n\n$\n\n(126,135\n\n)\n\nDenominator:\n\n \n\n \n\n \n\n \n\n \n\nWeighted average shares of common share outstanding - basic and diluted\n\n \n\n54,184,698\n\n \n\n \n\n \n\n24,583,745\n\n \n\nNet loss per share attributable to common shareholders - basic and diluted\n\n$\n\n(2.43\n\n)\n\n \n\n$\n\n(5.13\n\n)\n\n \n\nThe following potentially dilutive securities outstanding have been excluded from the computations of weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported (in common stock equivalent shares):\n\n \n\n \n\nAs of April 30,\n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\nStock options\n\n \n\n4,504,508\n\n \n\n \n\n \n\n4,649,100\n\n \n\nRestricted stock units\n\n \n\n2,499,958\n\n \n\n \n\n—\n\n \n\nPerformance-based restricted stock units\n\n \n\n434,702\n\n \n\n \n\n—\n\n \n\nMarket-based restricted stock units\n\n \n\n434,702\n\n \n\n \n\n—\n\n \n\nRestricted stock\n\n \n\n25,640\n\n \n\n \n\n \n\n32,485\n\n \n\nWarrants to purchase Common Shares\n\n \n\n109,069\n\n \n\n \n\n \n\n434,916\n\n \n\nEmployee Stock Purchase Plan\n\n \n\n68,142\n\n \n\n \n\n—\n\n \n\nTotal\n\n \n\n8,076,721\n\n \n\n \n\n \n\n5,116,501\n\n \n\n \n\n17. Subsequent Event\n\nOn July 10, 2026, Kestra Medical Technologies, Inc. (the \"Borrower\"), a wholly-owned subsidiary of the Company, and other credit parties thereto (the “Credit Parties”), entered into a loan agreement (the \"Loan Agreement”) with BPCR Limited Partnership and BioPharma Credit Investments V (Master) LP (each, a “Lender”) and BioPharma Credit PLC, as collateral agent. The Loan Agreement provides for a five-year senior secured term loan facility of up to $200.0 million, divided into four tranches: (i) a committed Tranche A Loan in an aggregate principal amount of $75.0 million (the “Tranche A Loan”) which was funded on July 10, 2026 (the “Tranche A Closing Date”); (ii) a committed Tranche B Loan in an aggregate principal of $25.0 million (the “Tranche B Loan”) which may be requested, subject to certain limited conditions, at the Borrower’s option through July 31, 2027; (iii) a committed Tranche C Loan in an aggregate principal amount of $50.0 million (the “Tranche C Loan”) which is available to the Borrower upon reaching a trailing twelve-month revenue of $150.0 million and which may be requested on or prior to June 30, 2028 and (iv) an uncommitted Tranche D Loan for acquisitions at the Company's option in aggregate principal amount of $50.0 million (the “Tranche D Loan” and collectively with the Tranche A Loan, the Tranche B Loan, and the Tranche C Loan, the “Term Loans”), subject to certain limited conditions and upon approval of the Lenders, on such date mutually agreed upon between the Lenders and the Borrower.\n\nThe Borrower’s net proceeds from the Tranche A Loan were approximately $20.0 million, after deducting estimated debt issuance costs, fees and expenses, and repaying the Borrower's obligations under Term Loan 2024 on July 10, 2026. The remaining proceeds will be used to fund the Company’s general corporate and working capital requirements.\n\nF-27\n\n \n\nThe Term Loans mature on July 10, 2031 (the “Maturity Date”). The Term Loans bear interest as a variable rate per annum equal to a 5.50% plus three-month Secured Overnight Financing Rate (“SOFR”) with a SOFR floor of 3.25%. Interest is due and payable on the last day of each quarter, with payment beginning in the calendar quarter immediately following July 10, 2026. The Loan Agreement requires the Borrower to pay an amount equal to 1.75% of the Lenders’ total committed amount to fund the Term Loans, payable with respect to each Term Loan on the funding date of such Term Loan. The Term Loans provide for 48 months of interest-only payments and amortizes in four equal quarterly installments beginning in the second fiscal quarter of 2030 and continuing through the Maturity Date. The Term Loans may be voluntarily prepaid in whole (but not in part), and are subject to make-whole, prepayment premium and exit fees, and must be prepaid upon a Change in Control (as defined in the Loan Agreement). The Borrower is required to maintain a minimum liquidity of at least $20.0 million in cash and cash equivalents at all times.\n\nF-28"}