Financial Analysis

Commitments and Contingencies Profit Share Payments On March 15, 2024, the Company entered into an Asset Purchase Agreement (the TELA APA ) with TELA Bio, Inc. ( TELA ) to obtain exclusive rights to sell and market a 510(k)-cleared collagen particulate xenograft product in the United States, which we market as HELIOGEN. Pursuant to the TELA APA, the Company is required to make payments (the Profit Share Payments ) of between a minimum of $3.0 million and a maximum of $7.0 million based on MIMEDXs net sales of the product over the two years following its commercialization of the product, which occurred during the second quarter of 2024. The companys remaining obligation of Profit Share Payments to TELA as of June 30, 2026 was $1.0 million.This amount will be paid during the third quarter of 2026. As of June 30, 2026, the fair value for the minimum amount of Profit Share Payments was $1.0 million. This amount reflects the anticipated timing of such Profit Share Payments, discounted to present value at a discount rate approximating the Companys borrowing rate plus a risk premium, all of which reflect Level 3 inputs. This amount is reflected as part of other current liabilities in the unaudited condensed consolidated balance sheet as of that date. Litigation and Regulatory Matters In the ordinary course of business, the Company and its subsidiaries may be a party to pending and threatened legal, regulatory, and governmental actions and proceedings (including those described below …

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Long Term Debt, Net Citizens Credit Agreement On January 19, 2024, the Company entered into the Citizens Credit Agreement, which provided the Company with a $75.0 million Revolving Credit Facility and a $20.0 million Term Loan Facility. The Company had no outstanding borrowings under the Revolving Credit Facility as of June 30, 2026. The Term Loan Facility matures on January 19, 2029 (the Maturity Date ). Borrowings under the Citizens Credit Agreement bear interest at a rate per annum equal to (i) the Alternate Base Rate, as defined therein, or (ii) a Term SOFR as defined therein, in each case plus an applicable margin ranging from 1.25% and 2.50% with respect to Alternate Base Rate borrowings and 2.25% and 3.50% for Term SOFR borrowings, plus a fallback provision of 0.1%. The Term Loan Facility carried an interest rate of 6.0% as of June 30, 2026. The noncurrent portion of the Term Loan Facility was $15.7 million and $16.5 million as of June 30, 2026 and December 31, 2025, respectively. The current portion of the Term Loan Facility was $1.5 million as of both June 30, 2026 and December 31, 2025. Interest expense related to the Term Loan Facility, included in interest income, net in the unaudited condensed consolidated statements of operations, was $0.3 million and $0.4 million for the three months ended June 30, 2026 and June 30, 2025, respectively. Interest expense related to the Term Loan Facility was $0.7 million and $0.8 million for the six months ended June 30, 2026 and …

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Below is a summary of net sales by product line (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Surgical $ 39,297 34,129 75,671 66,261 Wound 25,065 64,476 47,682 120,549 Net sales $ 64,362 $ 98,605 $ 123,353 $ 186,810

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Income Taxes The effective tax rates for the Company were 16.5% and 26.1% for the three months ended June 30, 2026 and June 30, 2025, respectively. The effective tax rates for the company were 22.4% and 23.0% for the six months ended June 30, 2026 and 2025, respectively. Note that the Company generated net loss before income tax provision for the three and six months ended June 30, 2026, meaning that decreases in the effective tax rates would be unfavorable for those periods. Conversely, the Company generated net income before income tax provision for the three and six months ended June 30, 2025, meaning that decreases in its effective tax rate would favorable for that period. The effective tax rate for the three and six months ended June 30, 2026 was unfavorably impacted by deduction limitations on executive compensation, as well as shortfall on restricted stock vestings. The effective tax rate for the three and six months ended June 30, 2025 was favorably impacted by windfall on restricted stock vestings, partially offset by deduction limitations on executive compensation.

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Recently Issued Accounting Standards Not Yet Adopted Accounting Standards Update 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires disaggregated disclosure of certain income statement expenses within the footnotes to the financial statements. ASU 2024-03 is intended to address requests from investors 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. Adoption is required for annual periods beginning after December 15, 2026 and interim periods within annual periods beginning after December 15, 2027. The Company is currently evaluating the impact of this standard on its consolidated financial statements. All other ASUs issued and not yet effective as of June 30, 2026, and through the date of this report, were assessed and determined to be either not applicable or are expected to have minimal impact on the Companys current and future financial position and results of operations. …

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Revenue MIMEDX has two product categories: (1) Surgical, which reflects products principally used in surgical settings, including the closure of acute wounds or to protect and reinforce tissues and/or regions of interest, and (2) Wound, which reflects products typically used in Advanced Wound Care settings, including the treatment of chronic, non-healing wounds. The Company manages its product portfolio and pipeline based upon opportunities in each of these settings. Below is a summary of net sales by product line (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Surgical $ 39,297 34,129 75,671 66,261 Wound 25,065 64,476 47,682 120,549 Net sales $ 64,362 $ 98,605 $ 123,353 $ 186,810 The Company did not have significant foreign operations or a single external customer from which 10% or more of net sales were derived during the three or six months ended June 30, 2026 or 2025.

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Segment Information The Company determines its operating segments based on how the Chief Operating Decision Maker ( CODM ) reviews the business and makes resource allocation decisions. The Company concluded that Joseph Capper, the Companys Chief Executive Officer, is the CODM. The Company has a single operating segment, which has not been aggregated with other operating segments. The CODM uses several measures of profit or loss to assess Company performance and allocate resources. Of these measures, net income is the measure that most aligns to GAAP. Other measures used by the CODM include adjusted earnings before interest, taxes, depreciation and amortization. The CODM assesses actual results against budgets and forecasts, and uses this information to inform various strategic investments into the Companys operations, including headcount and compensation. Each financial statement caption included on the condensed consolidated statements of operations reflects a significant segment expense evaluated by the CODM. In addition to this, the CODM also evaluates selling and marketing expense and general and administrative expense, both of which are components of selling, general, and administrative expense on the unaudited condensed consolidated statements of operations. The below table presents selling and marketing and general administrative expense (amounts in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Selling and marketing $ 46,416 $ 47 …

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Significant Accounting Policies Please see Note 2, Significant Accounting Policies , to the Companys Consolidated Financial Statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2025 (the 2025 Form 10-K ), filed with the Securities and Exchange Commission ( SEC ) on February 25, 2026 for a description of all significant accounting policies. Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ( GAAP ) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations for the periods presented have been included. The operating results for the three and six months ended June 30, 2026 and 2025 are not necessarily indicative of the results that may be expected for the full fiscal year. The balance sheet as of December 31, 2025 was derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the historical consolida …

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Subsequent Events Sanara Agreement On July 29, 2026, the Company entered into a definitive agreement with Sanara MedTech Inc. ( Sanara ) under which the Company agreed to acquire all outstanding shares of Sanara (the Acquisition ) in a cash and stock transaction that values Sanara at $35.00 per share, reflecting an enterprise value of approximately $350 million. Subject to the receipt of Sanaras stockholder approval and the satisfaction of other customary closing conditions, the Company agreed to pay approximately $302 million in cash and issue 4,400,000 shares of its common stock to Sanaras stockholders on the closing date, which is anticipated to occur in 2026. On that same day, in anticipation of financing the Acquisition, the Company received a commitment from Hayfin Capital Management LLP ( Hayfin ) pursuant to which certain funds managed and/or advised by Hayfin committed to provide the Company with debt financing for the Acquisition in the form of a 6-year, $300.0 million senior secured term loan (the Hayfin Term Loan ) that will be funded at the closing date. The Hayfin Term Loan will carry an interest rate of Term SOFR plus 6.25% for the first year following the closing date and is subject to various covenants over the duration of the loan. Citizens Term Loan On July 27, 2026, the Company submitted notice to Citizens that it intends to prepay the remaining $17.3 million outstanding principal balance of the Citizens Term Loan on July 30, 2026. …

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