aort-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission file number: 1-13165

ARTIVION, INC.

(Exact name of registrant as specified in its charter)


Delaware						59-2417093
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1655 Roberts Boulevard, NW, Kennesaw, Georgia						30144
(Address of principal executive offices)						(Zip Code)

(770) 419-3355

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	AORT	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

Accelerated Filer

Non-accelerated Filer

Smaller Reporting Company

Emerging Growth Company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.


Class						Outstanding at May 1, 2026
Common Stock, $0.01 par value						48,543,350

Table of Contents

TABLE OF CONTENTS


Part I – FINANCIAL INFORMATION

Item 1. Financial Statements.			3
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income			3
Condensed Consolidated Balance Sheets			4
Condensed Consolidated Statements of Cash Flows			5
Condensed Consolidated Statements of Stockholders’ Equity			6
Notes to Condensed Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			23
Item 3. Quantitative and Qualitative Disclosures About Market Risk.			32
Item 4. Controls and Procedures.			32

Part II – OTHER INFORMATION			34

Item 1. Legal Proceedings.			34
Item 1A. Risk Factors.			34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.			48
Item 3. Defaults Upon Senior Securities.			48
Item 4. Mine Safety Disclosures.			48
Item 5. Other Information.			48
Item 6. Exhibits.			49
Signatures			50

Table of Contents

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Artivion, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

In Thousands, Except Per Share Data

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Revenues:
Products	$	91,442	$	78,798
Preservation services	24,895		20,180
Total revenues	116,337		98,978

Cost of products and preservation services:
Products	29,697		25,263
Preservation services	11,192		10,138
Total cost of products and preservation services	40,889		35,401

Gross margin	75,448		63,577

Operating expenses:
General, administrative, and marketing	60,820		54,704
Research and development	8,841		6,728
Total operating expenses	69,661		61,432


Operating income	5,787		2,145

Interest expense	5,367		7,663
Interest income	(205)		(144)

Other expense (income), net	286		(3,079)

Income (loss) before income taxes	339		(2,295)
Income tax benefit	(1,078)		(1,790)

Net income (loss)	$	1,417	$	(505)

Income (loss) per share
Basic	$	0.03	$	(0.01)
Diluted	$	0.03	$	(0.01)

Weighted-average common shares outstanding:
Basic	48,074		42,232
Diluted	49,731		42,232

Net income (loss)	$	1,417	$	(505)
Other comprehensive (loss) income:
Foreign currency translation adjustments, net of tax	(8,846)		6,331
Comprehensive (loss) income	$	(7,429)	$	5,826

See accompanying Notes to Condensed Consolidated Financial Statements

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Artivion, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

In Thousands


	March 31, 2026		December 31, 2025
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	55,764	$	64,908
Trade receivables, net	91,871		89,758
Other receivables	13,749		13,921
Inventories	97,995		92,427
Deferred preservation costs	53,412		54,531
Prepaid expenses and other	44,725		42,537
Total current assets	357,516		358,082

Goodwill	251,660		254,091
Acquired technology, net	120,001		123,664
Operating lease right-of-use assets, net	34,555		34,701
Property and equipment, net	67,744		64,988
Other intangibles, net	34,886		32,831
Deferred tax assets, net	1,139		1,201
Other long-term assets	15,656		15,238
Total assets	$	883,157	$	884,796

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	18,337	$	16,042
Accrued compensation	13,852		22,484
Accrued expenses	17,427		16,447
Accrued interest	4,482		4,815
Taxes payable	7,130		7,489
Accrued procurement fees	1,785		3,436
Current portion of contingent consideration	21,490		20,690
Current maturities of operating leases	4,667		4,649
Current portion of finance lease obligations	862		726
Other current liabilities	2,668		4,778
Total current liabilities	92,700		101,556

Long-term debt, net	215,352		215,114
Non-current contingent consideration	40,830		39,890
Non-current maturities of operating leases	34,231		34,427
Deferred tax liabilities, net	27,637		24,308
Deferred compensation liability	9,738		9,464
Non-current finance lease obligations	3,045		2,698
Other long-term liabilities	9,157		9,107
Total liabilities	$	432,690	$	436,564

Commitments and contingencies

Stockholders’ equity:
Preferred stock $0.01 par value per share, 5,000 shares authorized, no shares issued	—		—
Common stock $0.01 par value per share, 75,000 shares authorized, 49,983 and 49,330 shares issued as of March 31, 2026 and December 31, 2025, respectively	500		493
Additional paid-in capital	526,261		516,604
Retained deficit	(50,081)		(51,498)
Accumulated other comprehensive loss	(11,565)		(2,719)
Treasury stock, at cost, 1,487 shares as of March 31, 2026 and December 31, 2025	(14,648)		(14,648)
Total stockholders’ equity	450,467		448,232

Total liabilities and stockholders’ equity	$	883,157	$	884,796

See accompanying Notes to Condensed Consolidated Financial Statements

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Artivion, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

In Thousands

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Net cash flows from operating activities:
Net income (loss)	$	1,417	$	(505)

Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization	6,340		5,446
Non-cash compensation	8,414		8,045
Non-cash lease expense	1,297		1,226
Write-down of inventories and deferred preservation costs	1,062		1,312

Deferred income taxes	(524)		—
Change in fair value of contingent consideration	1,740		(2,830)



Other	537		(2,891)
Changes in operating assets and liabilities:
Receivables	(2,760)		(7,922)
Inventories and deferred preservation costs	(6,379)		(2,453)
Prepaid expenses and other assets	(1,286)		(327)
Accounts payable, accrued expenses, and other liabilities	(8,704)		(16,054)
Net cash flows provided by (used in) operating activities	1,154		(16,953)

Net cash flows from investing activities:
Capital expenditures	(8,003)		(3,638)
Payments related to sale of non-financial assets	(1,500)		—
Payments for Endospan agreements	(1,000)		—
Net cash flows used in investing activities	(10,503)		(3,638)

Net cash flows from financing activities:


Repayment of debt	—		(66)
Proceeds from exercise of stock options and issuance of common stock	1,250		4,181


Principal payments on short-term notes payable	(577)		—
Other	(210)		(178)
Net cash flows provided by financing activities	463		3,937

Effect of exchange rate changes on cash and cash equivalents	(258)		884
Decrease in cash and cash equivalents	(9,144)		(15,770)

Cash and cash equivalents beginning of period	64,908		53,463
Cash and cash equivalents end of period	$	55,764	$	37,693

See accompanying Notes to Condensed Consolidated Financial Statements

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Artivion, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

In Thousands

(Unaudited)


	Common Stock			Additional Paid-In Capital		Retained Deficit		Accumulated Other Comprehensive Loss		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount								Shares	Amount
Balance at December 31, 2025	49,330	$	493	$	516,604	$	(51,498)	$	(2,719)	(1,487)	$	(14,648)	$	448,232
Net income	—	—		—		1,417		—		—	—		1,417
Other comprehensive loss, net of tax	—	—		—		—		(8,846)		—	—		(8,846)
Equity compensation	603	6		8,408		—		—		—	—		8,414
Exercise of options	9	—		178		—		—		—	—		178
Employee stock purchase plan	41	1		1,071		—		—		—	—		1,072
Balance at March 31, 2026	49,983	$	500	$	526,261	$	(50,081)	$	(11,565)	(1,487)	$	(14,648)	$	450,467


	Common Stock			Additional Paid-In Capital		Retained Deficit		Accumulated Other Comprehensive Loss		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount								Shares	Amount
Balance at December 31, 2024	43,432	$	434	$	376,607	$	(61,266)	$	(24,927)	(1,487)	$	(14,648)	$	276,200
Net loss	—	—		—		(505)		—		—	—		(505)
Other comprehensive income, net of tax	—	—		—		—		6,331		—	—		6,331
Equity compensation	543	6		8,039		—		—		—	—		8,045
Exercise of options	171	2		3,218		—		—		—	—		3,220
Employee stock purchase plan	44	—		961		—		—		—	—		961
Balance at March 31, 2025	44,190	$	442	$	388,825	$	(61,771)	$	(18,596)	(1,487)	$	(14,648)	$	294,252

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Artivion, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation and Summary of Significant Accounting Policies

Overview

The accompanying Condensed Consolidated Financial Statements include the accounts of Artivion, Inc. and its subsidiaries (“Artivion,” the “Company,” “we,” or “us”). All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying Consolidated Balance Sheet as of December 31, 2025 has been derived from audited financial statements. The accompanying unaudited Condensed Consolidated Financial Statements as of, and for the three months ended, March 31, 2026 and 2025 have been prepared in accordance with (i) accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and (ii) the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the US Securities and Exchange Commission (the “SEC”). Accordingly, such statements do not include all the information and disclosures that are required by US GAAP for a complete presentation of financial statements. In the opinion of management, all adjustments (including those of a normal, recurring nature) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes included in Artivion’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 18, 2026.

Foreign Currency Translation and Transactions

Assets and liabilities of international subsidiaries whose functional currency is the local currency are translated at the rate of exchange in effect on the balance sheet date; income and expenses are translated at the average exchange rates throughout the year. Foreign currency exchange rate realized and unrealized gains and losses resulting from transactions are included in Other expense (income), net in our Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income and resulted in a net loss of $0.8 million and a net gain of $2.9 million for the three months ended March 31, 2026 and 2025, respectively. Currency translation adjustments resulting from intra-entity loans that are of a long-term investment nature, net of tax, are included in Accumulated other comprehensive loss and resulted in a net loss of $7.4 million and a net gain of $3.8 million for the three months ended March 31, 2026 and 2025, respectively.

Significant Accounting Policies

A summary of our significant accounting policies is included in Note 1 of the “Notes to Consolidated Financial Statements” contained in our Form 10-K for the year ended December 31, 2025. Management believes that the consistent application of these policies enables us to provide users of the financial statements with useful and reliable information about our operating results and financial condition. The Condensed Consolidated Financial Statements are prepared in accordance with US GAAP, which require us to make estimates and assumptions. We did not experience any significant changes during the three months ended March 31, 2026 in any of our Significant Accounting Policies from those contained in our Form 10-K for the year ended December 31, 2025.

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New Accounting Pronouncements

Recently Adopted

In July 2025 the FASB issued ASU No. 2025-05 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under Topic 606 – Revenue from Contracts with Customers. Under this practical expedient, entities may assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The updated standard is effective for financial statements issued for fiscal years beginning after December 15, 2025. We adopted ASU 2025-05 on a prospective basis effective January 1, 2026. The adoption of ASU 2025-05 did not have a material impact on our financial condition or results of operations.

Not Yet Effective

In September 2025 the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software costs under Subtopic 350-40. The amendments remove references to prescriptive and sequential software development stages and clarify when entities begin capitalizing internal-use software costs. The updated standard is effective for financial statements issued for fiscal years beginning after December 15, 2027. We are currently evaluating the impacts of the new standard.

In November 2024 the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses to improve the disclosures about a public business entity’s expenses for more detailed information about the types of expenses in commonly presented expense captions such as cost of sales; selling, general, and administrative expenses; and research and development. The updated accounting guidance, among other things, requires quantitative disclosures for employee compensation, selling expenses, and purchases of inventory. The updated guidance is effective for financial statements issued for fiscal years beginning after December 15, 2026. We are currently evaluating the impacts of the new standard.

2. Sale of PerClot

Overview

On July 28, 2021 we entered into an asset purchase agreement, Transitional Manufacturing and Supply Agreement (“TMSA”), and other ancillary agreements related to the sale of PerClot®, a polysaccharide hemostatic agent used in surgery (“PerClot”), to a subsidiary of Baxter International, Inc. (“Baxter”) and an agreement to terminate all of our material agreements with Starch Medical, Inc. (“SMI”) related to PerClot (collectively the “Baxter Transaction”). Under the terms of the Baxter Transaction, Baxter will pay an aggregate of up to $54.5 million in consideration (we will receive up to $41.0 million and SMI will receive up to $13.5 million), consisting of (i) $25.0 million at closing, of which $6.0 million was paid to SMI; (ii) $18.8 million upon our receipt of Premarket Approval (“PMA”) from the US Food and Drug Administration (the “FDA”) for PerClot and our transfer of the PMA to Baxter, of which $4.5 million was paid to SMI; and (iii) up to $10.0 million upon Baxter’s achievement of certain cumulative worldwide net sales of PerClot prior to December 31, 2026 and December 31, 2027, of which up to $3.0 million is payable to SMI. In addition, at the conclusion of our manufacturing and supply services for Baxter, Baxter will pay $0.8 million upon transfer of our PerClot manufacturing equipment. Under the terms of the Baxter Transaction, we will continue to provide to Baxter certain transition services relating to the sale of SMI PerClot outside of the US. Within the terms of the TMSA, we will manufacture and supply PerClot for Baxter post PMA for a contractual period. The TMSA has been extended for an additional 24-month term and will expire in February 2027.

PerClot PMA

Upon receipt of the PMA in May 2023, under the terms of the TMSA, we began manufacturing and supplying PerClot for Baxter and recorded $0.6 million and $0.8 million of PerClot revenues on the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income during the three months ended March 31, 2026 and 2025, respectively.

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PerClot Sales Milestone

During the second half of 2025, upon Baxter’s achievement of certain cumulative worldwide net sales of PerClot, we recorded a pre-tax gain of $7.0 million included as Gain from sale of non-financial assets within the Consolidated Statements of Operations and Comprehensive Income (Loss) for the year ended December 31, 2025. The gain is comprised of a cash payment of $5.0 million from Baxter, a receivable of $5.0 million due from Baxter, and a payable of $3.0 million due to SMI. The receivable and payable are reflected in Other receivables and Other current liabilities, respectively, in the Consolidated Balance Sheets as of December 31, 2025. Pursuant to the terms of the Baxter Transaction, we made a payment of $1.5 million to SMI in January 2026 in connection with Baxter’s achievement of the PerClot sales milestone. As of March 31, 2026, $1.5 million remained payable to SMI and $5.0 million was receivable from Baxter, which were reflected in Other current liabilities and Other receivables, respectively, in the Condensed Consolidated Balance Sheets.

3. Agreements with Endospan

On September 11, 2019 Artivion’s wholly owned subsidiary, JOTEC, entered into an exclusive distribution agreement (“Endospan Distribution Agreement”) with Endospan Ltd. (“Endospan”), an Israeli corporation, pursuant to which JOTEC obtained exclusive distribution rights for NEXUS ONE, and under subsequent amendments, the NEXUS DUO and NEXUS TRE (collectively the “NEXUS family of products”) and accessories in certain countries in Europe in exchange for a fixed distribution fee of $9.0 million paid in September 2019. The Endospan Distribution Agreement was fully amortized as of December 31, 2024.

Additionally, we entered into a loan agreement to provide Endospan a secured loan of up to $15.0 million (“Endospan Loan”) and a securities purchase option agreement (“Endospan Option”) with Endospan for $1.0 million paid in September 2019. The Endospan Option Agreement, prior to amendment described below, provides Artivion the option to purchase all the outstanding securities of Endospan from Endospan’s securityholders at the time of acquisition, or the option to acquire all of Endospan’s assets, in each case, for a price between $350.0 and $450.0 million before, or within a certain period of time after FDA approval of NEXUS, with such option expiring if not exercised within 90 days after receiving notice that Endospan has received approval from the FDA for NEXUS.

On July 1, 2024 Artivion and Endospan entered into an amendment to the Endospan Option (“Endospan Option Amendment”) which amended the terms of the previously existing Endospan Option. Under the terms of the Endospan Option Amendment, the price to acquire all of Endospan’s outstanding securities from Endospan’s securityholders at the time of acquisition, or the option to acquire all of Endospan’s assets under the Endospan Option was reduced from $250.0 million to $175.0 million, resulting in an upfront acquisition purchase price of $135.0 million, inclusive of the loan off-set. There is no longer a minimum earnout payment of $100.0 million and the maximum earnout payment of $200.0 million remains the same. As described in more detail below, we also entered into an amendment to the Endospan Loan (the “Endospan Loan Amendment”) whereby we agreed to fund Endospan additional secured loans of up to $25.0 million (“Additional Endospan Loan” and together with the Endospan Loan, the “Endospan Loans”).

Valuation

The agreements with Endospan were entered into concurrently and had certain terms that are interrelated. In our evaluation of the initial relative fair value of each of the Endospan agreements to determine the amount to record, we utilized discounted cash flows to estimate the fair market value for the Endospan Loan and for the Endospan Distribution Agreement. We estimated the fair value of the Endospan Option utilizing a Monte Carlo simulation model. Inputs in our valuation of the Endospan agreements included cash payments and anticipated payments based on the executed agreements with Endospan, projected discounted cash flows in connection with the Endospan transaction, our expected internal rate of return and discount rates, and our assessed probability and timing of receipt of certification of certain approvals and milestones in obtaining FDA approval.

Endospan Option

In July 2024, in conjunction with the Endospan Option Amendment, we performed a fair value measurement utilizing a Monte Carlo simulation model and determined that the value of the Endospan Option was $3.1 million. The Endospan Option was valued at $3.1 million as of March 31, 2026 and December 31, 2025, which is reflected in Other current assets in the Condensed Consolidated Balance Sheets.

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In April 2026 the FDA approved the PMA for the NEXUS® Aortic Arch System. On May 7, 2026, following such approval, we elected to exercise the option to acquire Endospan pursuant to the Endospan Option Amendment. We will fund the upfront purchase price of $135.0 million using proceeds from the New Delayed Draw Term Loan Facility, as described in Note 8 – “Debt” in Part I, Item 1 of this Form 10-Q.

Endospan Loans

Artivion and Endospan also entered into a loan agreement (the “Endospan Loan”), dated September 11, 2019, in which Artivion agreed to provide Endospan a secured loan of up to $15.0 million to be funded in three tranches of $5.0 million each in 2019, 2020, and 2023, respectively.

We elected the fair value option for recording the Endospan Loan. We assess the fair value of the Endospan Loan based on quantitative and qualitative characteristics, and adjust the amount recorded to its current fair market value at each reporting period. We performed assessments of the fair value of the Endospan Loan in previous periods and determined that the Endospan Loan had no fair value. After entering into the Endospan Loan Amendment in July 2024, we determined that the Endospan Loan had a fair value of $0.8 million as of March 31, 2026 and December 31, 2025.

As a part of the Endospan Loan Amendment, Artivion agreed to fund the Additional Endospan Loan up to $25.0 million. The Additional Endospan Loan is contracted to be funded in three tranches of $7.0 million, $10.0 million, and $8.0 million, subject to Endospan’s achievement of milestones related to its pursuit of regulatory approval for NEXUS ONE that are specified in the Endospan Loan Amendment. The first two tranches totaling $17.0 million were funded during the year ended December 31, 2024. The third tranche of $8.0 million was funded in November 2025. We performed a fair value assessment of the Additional Endospan Loan and determined that the fair value was $19.6 million and $19.1 million as of March 31, 2026 and December 31, 2025, respectively, which is reflected in Other current assets in the Condensed Consolidated Balance Sheets.

4. Financial Instruments

A summary of financial instruments measured at fair value was as follows (in thousands):


March 31, 2026	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	24,304	$	—	$	—	$	24,304
Certificates of deposit	1,094		—		—		1,094
Endospan Loans	—		—		20,402		20,402
Total assets	$	25,398	$	—	$	20,402	$	45,800

Liabilities
Current portion of contingent consideration	$	—	$	—	$	21,490	$	21,490
Non-current contingent consideration	—		—		40,830		40,830
Total liabilities	$	—	$	—	$	62,320	$	62,320

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December 31, 2025

Level 1

Level 2

Level 3

Total

Cash equivalents

SEC Form 10-Q filed by Artivion Inc.