MDXG

• Sanara stockholders will receive $33.00 per share in cash plus 0.4735 shares of MiMedx common stock (valued at $2.00 per share), totaling $35.00 per share.
• The transaction is subject to Sanara stockholder approval, regulatory clearances including HSR, effectiveness of a Form S-4, and other customary conditions.
• MiMedx secured a $300.0 million debt commitment from Hayfin Capital Management to help finance the transaction.
• Stockholders holding approximately 38.9% of Sanara's voting power have agreed to vote in favor of the merger.

1.01 Entry into a Material Definitive Agreement · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Net sales for Q2 2026 were $64 million, down 35% from $99 million in Q2 2025.
• Net loss for Q2 2026 was $15 million, compared to net income of $10 million in Q2 2025.
• The company reiterated full-year 2026 net sales guidance of $260-290 million and expects Adjusted EBITDA to approach breakeven.
• MiMedx agreed to acquire Sanara MedTech for $35 per share, with a total enterprise value of approximately $350 million.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• On June 10, 2026, MiMedx Group's Board of Directors approved an amendment to the company's Amended & Restated Bylaws, increasing the number of public company boards the CEO may sit on to three.
• Shareholders re-elected seven directors: Joseph H. Capper, James L. Bierman, William A. Hawkins III, K. Todd Newton, Tiffany Olson, Dorothy Puhy, and Martin P. Sutter.
• An advisory resolution on executive compensation was approved with 95,158,451 votes for, 4,369,645 against, and 2,223,856 abstentions.
• The appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2026 was ratified with 123,687,080 votes for, 1,640,474 against, and 33,411 abstentions.

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 5.07 Submission of Matters to a Vote of Security Holders

• Surgical product sales increased 13% year over year, while Wound sales declined 60%.
• Gross profit was $42 million with a gross margin of 71%, down from $72 million and 81% in Q1 2025.
• Net loss for Q1 2026 was $11 million, compared to net income of $7 million in Q1 2025.
• For 2026, the company expects net sales of $260-$290 million and approximately breakeven Adjusted EBITDA.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• CEO Joe Capper's base salary was reduced by 20%, and the base salaries of CFO Doug Rice, GC/CAO William 'Butch' Hulse, and CCO Kimberly Maersk-Moller were each reduced by 10%, effective through December 31, 2026.
• The Company expects to realize annualized savings of approximately $40 million and anticipates a one-time restructuring charge of approximately $4 million in the second quarter of 2026.
• The cost reduction initiative aims to prioritize growth opportunities, streamline operations, and reduce operating expenses, partly due to the slow recovery of the Wound Care business following the January 1 Medicare reimbursement reduction.
• A press release announcing the initiative was issued on April 16, 2026, and is attached as Exhibit 99.1 to the Form 8-K.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Full year 2025 net sales were $419 million, up 20% from $349 million in 2024.
• Q4 2025 GAAP net income was $15 million ($0.10 per share), compared to $7 million in Q4 2024.
• Q4 2025 Adjusted EBITDA was $29 million, or 25% of net sales.
• Company estimates 2026 net sales in a range of $340-360 million and announced a $100 million share repurchase program.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The presentation outlines the company's focus on wound and surgical markets, with products like EPIFIX, AMNIOFIX, and AMNIOEFFECT.
• It highlights ongoing clinical studies, including the EPIEFFECT randomized controlled trial and AMNIOFIX in liver transplant, among others.
• The company emphasizes its strong balance sheet, cash flow generation, and opportunities for M&A-driven growth.
• The disclosure was made under Item 7.01 Regulation FD and is furnished, not filed, for SEC purposes.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• LTM GAAP gross margin was 82%, LTM Adjusted EBITDA was $96MM (24% of net sales), and LTM GAAP net income was $41MM.
• LTM free cash flow was $67MM.
• Surgical and wound LTM sales each grew 15% year-over-year, with surgical sales mix at 34% of total.
• Company expects to launch CHORIOFIX in 2026 and cites strong Q3 surgical growth of 26%.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits