atrc-20260403

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §14a-11(c) or Rule 14a-12

AtriCure, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):



☒						No fee required.

☐						Fee paid previously with preliminary materials.

☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

ATRICURE, INC.

7555 Innovation Way

Mason, Ohio 45040

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 18, 2026

To Our Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (Annual Meeting) of AtriCure, Inc. (the Company or AtriCure) on Monday, May 18, 2026. This year’s Annual Meeting will be a virtual meeting of stockholders. We believe that hosting a virtual meeting provides expanded access and improved communication between our stockholders and the Company. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/ATRC2026 and using the control number distributed with these proxy materials. You will not be able to attend the Annual Meeting in person. The meeting will be held for the following purposes, as more fully described in the accompanying proxy statement:

1.To elect nine directors nominated by the Board of Directors, each to serve for a one-year term that expires at the 2027 Annual Meeting of Stockholders and until their successors have been duly elected and qualified;

2.To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.To approve an amendment to the AtriCure, Inc. 2023 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 1,500,000;

4.To approve an amendment to the AtriCure, Inc. 2018 Employee Stock Purchase Plan to increase the number of shares of common stock authorized by 750,000;

5.To conduct an advisory vote on the compensation of our named executive officers as disclosed in this proxy statement; and

6.To transact such other business as may properly come before the Annual Meeting or any continuations, postponements or adjournments by or at the discretion of the Board of Directors of the Company.

The Annual Meeting will begin promptly at 11:00 a.m. ET. Only holders of record of shares of AtriCure common stock (NASDAQ: ATRC) at the close of business on March 26, 2026 will be entitled to notice of, and to vote at, the Annual Meeting and any continuations, postponements or adjournments of the Annual Meeting.

Under U.S. Securities and Exchange Commission rules we are furnishing our proxy materials over the Internet and mailing our stockholders a Notice of Internet Availability of Proxy Materials (Notice). The Notice contains instructions on how to access and review our proxy statement and 2025 Annual Report over the Internet.


			By order of the Board of Directors,

			/s/ Angela L. Wirick
			Angela L. Wirick
			Chief Financial Officer

Mason, Ohio

April 6, 2026

YOUR VOTE IS IMPORTANT! ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING ONLINE. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE PROXY CARD, OR VOTE OVER THE TELEPHONE OR INTERNET AS INSTRUCTED IN THESE MATERIALS, AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE YOUR SHARES ELECTRONICALLY IF YOU ATTEND THE ANNUAL MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE ANNUAL MEETING, YOU MUST OBTAIN A PROXY ISSUED IN YOUR NAME FROM THAT RECORD HOLDER IN ORDER TO BE ENTITLED TO VOTE ELECTRONICALLY AT THE ANNUAL MEETING.

ATRICURE, INC.

***IMPORTANT NOTICE***

Regarding Internet Availability of Proxy Materials

for the Annual Meeting to be held on May 18, 2026

You are receiving this communication because you hold shares in AtriCure, Inc, and the materials you should review before you cast your vote are now available.

The notice, proxy statement and Annual Report on Form 10-K are available at:

ir.atricure.com

TABLE OF CONTENTS


PROXY STATEMENT			1
QUESTIONS AND ANSWERS			1
PROPOSAL ONE—ELECTION OF DIRECTORS			6
CORPORATE GOVERNANCE AND BOARD MATTERS			10
Board Leadership Structure			10
Board Refreshment and Diversity			10
Consideration of Director Nominees			10
Director Skills and Qualifications			11
Independence of the Board			11
Committees of the Board			11
Director Compensation			13
Corporate Governance Guidelines			14
Compensation Committee Interlocks and Insider Participation			15
Certain Relationships and Related Party Transactions			15
Communications with the Board of Directors			15
Board's Role in Risk Oversight			15
Board Evaluations			16
MANAGEMENT			17
PROPOSAL TWO—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			19
Audit and Non-Audit Services			19
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			20
PROPOSAL THREE—AMENDMENT TO 2023 STOCK INCENTIVE PLAN			21
PROPOSAL FOUR—AMENDMENT OF 2018 EMPLOYEE STOCK PURCHASE PLAN			28
PROPOSAL FIVE—ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			31
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			32
EXECUTIVE COMPENSATION			34
Report of the Compensation Committee of the Board of Directors			34
Compensation Discussion and Analysis			34
Summary Compensation			47
Grants of Plan-Based Awards			48
Outstanding Equity Awards at Year-End			49
Option Exercises and Stock Vested			50
Severance and Change in Control Arrangements			50
Pay Ratio Disclosure			51
Pay Versus Performance			52
DELINQUENT SECTION 16(a) REPORTS			55
OTHER MATTERS			56
ANNEX A—AMENDED AND RESTATED 2023 STOCK INCENTIVE PLAN			A-1
ANNEX B—AMENDED AND RESTATED 2018 EMPLOYEE STOCK PURCHASE PLAN			B-1
ANNEX C—USE OF NON-GAAP FINANCIAL MEASURES			C-1

Table of Contents

ATRICURE, INC.

PROXY STATEMENT

FOR

2026 ANNUAL MEETING OF STOCKHOLDERS

The Board of Directors of AtriCure, Inc., a Delaware corporation, is soliciting the enclosed proxy from you. The proxy will be used at our 2026 Annual Meeting of Stockholders to be held on Monday, May 18, 2026, beginning at 11:00 a.m. EDT. The Annual Meeting will be held online at www.virtualshareholdermeeting.com/ATRC2026. This proxy statement contains important information regarding the 2026 Annual Meeting of Stockholders. Specifically, it identifies the matters upon which you are being asked to vote, provides information that you may find useful in determining how to vote and describes the voting procedures.

In this proxy statement: the terms “we”, “our”, “us”, “AtriCure” and the “Company” each refer to AtriCure, Inc.; the term “Board” means our Board of Directors; the term “proxy materials” means this proxy statement, the enclosed proxy card and our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (SEC); and the term “meeting” means our 2026 Annual Meeting of Stockholders, including any continuations, postponements or adjournments thereof.

QUESTIONS AND ANSWERS REGARDING THIS SOLICITATION

AND VOTING AT THE ANNUAL MEETING

Why will I be able to attend the meeting virtually and not in person?

We are hosting a virtual meeting of stockholders because the virtual meeting format provides expanded access and improved communication between our stockholders and the Company. We see the virtual format as a way to drive more stockholders to attend and participate in the Annual Meeting because the virtual format allows stockholders, wherever they may be located, to attend the Annual Meeting. Mindful that our stockholders reside in locations throughout the United States and the world, we want to provide an opportunity to our stockholders to attend the Annual Meeting without incurring the expense or devoting the time to travel to a physical location. In other words, we believe that the virtual format not only enhances the access stockholders have in attending the Annual Meeting, but it also saves our stockholders the money and time travel can require.

We have designed our virtual format to enhance, rather than constrain, stockholders' access and participation. For example, if you experience technical difficulties during the Annual Meeting, there will be technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting or voting at the meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be listed on the Annual Meeting login web page.

How can I receive proxy materials?

Under rules adopted by the U.S. Securities and Exchange Commission (SEC), we are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of proxy materials to each stockholder. On or about April 6, 2026, we began mailing to our stockholders a Notice of Internet Availability of Proxy Materials (Notice) containing instructions on how to access this proxy statement, the accompanying notice of annual meeting and our annual report for the fiscal year ended December 31, 2025 online. If you received the Notice, you will not automatically receive a printed copy of proxy materials. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy materials. The Notice also instructs you on how you may submit your proxy via the Internet.

You can receive a printed copy of our proxy materials by following the instructions contained in the Notice regarding how you may request to receive your materials electronically or in printed form. Requests for printed copies of the proxy materials can be made by Internet at http://www.proxyvote.com, by telephone at 1-800-579-1639 or by email at sendmaterial@proxyvote.com by sending a blank email with your control number in the subject line.

Table of Contents

What information is contained in this proxy statement?

The information in this proxy statement relates to the proposals to be voted on at the meeting, the voting process, the compensation of our directors and the most highly paid executive officers during 2025 and certain other required information.

Who is entitled to vote at the meeting?

Only stockholders who owned our common stock at the close of business on March 26, 2026 (the Record Date) are entitled to notice of and to vote at the meeting and at any continuations, postponements or adjournments thereof.

Who can attend the meeting?

Stockholders of records as of the Record Date may attend the meeting. If you are not a stockholder of record but hold shares in street name (that is, through a broker or nominee), you will need to provide proof of beneficial ownership as of the Record Date, such as your most recent brokerage account statement, a copy of the voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership in order to attend the meeting.

What are my voting rights?

On each matter to be voted upon, you have one vote for each share of common stock you own as of March 26, 2026. You may vote all shares owned by you as of March 26, 2026, including (1) shares held directly in your name as the stockholder of record and (2) shares held for you as the beneficial owner through a broker, trustee or other nominee such as a bank.


Items to be voted on at meeting			Board Recommendation
Item 1: The election of nine nominees to serve as directors on our Board			FOR each nominee
Item 2: The ratification of the appointment of our independent registered public accounting firm for fiscal year 2026			FOR
Item 3: Amending the AtriCure, Inc. 2023 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 1,500,000			FOR

SEC Form DEF 14A filed by AtriCure Inc.