PARK 10-K & 10-Q changes, risk factors and insider trading
Park Dental Partners, Inc. · Nasdaq · Services-Misc Health & Allied Services, Nec · CIK 2069604 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described in “Item 1A. Risk Factors” in our Annual Report, which could materially affect our business, financial condition or future results. There have been no material changes to the risk factors described in our Annual Report.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“(1) Non-GAAP Measures are defined in the “Non-GAAP Financial Measures Definitions” section. For a reconciliation of Adjusted EBITDA to net income, Adjusted Gross Margin to Gross Margin, and Adjusted Diluted EPS to Diluted EPS, to the most directly comparable GAAP measures, see the “Non-GAAP Financial Measures” section.”see in full comparison
“(1) Restructuring costs primarily consist of expenses incurred in connection with the Company’s initial public offering completed on December 4, 2025 and gains and losses from the disposal of equipment.”see in full comparison
see in full comparisonOfficeDentaloccupancy expenses. Office occupancy expenses include lease costssupplies andotherlaboratoryphysical practice location expenses. Office occupancyfees expense for the three months endedMarchJune31,30, 2026 was$4.3$4.4 million, an increase of$0.3$0.1 million, or7.0%,2.5% from$4.0$4.3 million for the three months endedMarchJune31,30,2025,2025.attributableThe increase was due toincreasedacapacity$0.1expansionmillionandincreaseslightlyinhigherdentalleasingsupplycosts.expenses.
“Dental supplies and laboratory fees expense for the six months ended June 30, 2026 was $8.8 million, an increase of $0.2 million, or 2.4% from $8.6 million for the six months ended June 30, 2025. The increase was due to a $0.3 million increase in dental supply expenses, offset in part by a $0.1 million decrease in laboratory fees.”see in full comparison
Dental supplies and Laboratory Fees. Dental supplies and laboratory fees consists of variable costs associated with our affiliated dental practices providing dental services.see in full comparisonDental supplies and laboratory fees expense for the three months ended March 31, 2026 was $4.3 million, an increase of $0.1 million, or 2.3% from $4.2 million for the three months ended March 31, 2025.
Three and Six Months Endedsee in full comparisonMarchJune31,30, 2026 Compared to Three and Six Months EndedMarchJune31,30, 2025
Full comparison: every changed paragraph (79)
The critical accounting policies affected most significantly by estimates, assumptions and judgments used in the preparation of the Company’s condensed consolidated financial statements are described in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report. On an ongoing basis, the Company evaluates the critical accounting policies used to prepare its condensed consolidated financial statements, including, but not limited to, those related to business acquisitions. There have been no material changes in these critical accounting policies and estimates during the threesix months ended MarchJune 31,30, 2026.
Three and Six Months Ended MarchJune 31,30, 2026 Compared to Three and Six Months Ended MarchJune 31,30, 2025
Total revenues for the three months ended MarchJune 31,30, 2026, increased $3.7$3.2 million, or 6.2%,5.1%, to $62.7$66.2 million from $59.0$63.0 million for the three months ended MarchJune 31,30, 2025. General Dentistry revenue increased $2.8$2.4 million, and multi specialty dentistry revenue was higher by $0.9$0.8 million, reflecting increased patient visits and clinical hours, the impact of acquisitions, and reimbursement growth through higher payor contractual rates. Revenue from acquisitions contributed approximately $0.8$1.3 million for the quarter over the prior year’s comparable quarter. Same Practice Revenue Growth,Revenue, as defined as dental practice locations that have been operating for at least 13 full months prior to the end of a given period and which have not been closed, or sold during such periods, increased approximately 4.1%,2.3%, or $2.4$1.4 million from the prior comparable period.
Total revenues for the six months ended June 30, 2026, increased $6.9 million, or 5.6%, to $128.9 million from $122.0 million for the six months ended June 30, 2025. General Dentistry revenue increased $5.1 million, and multi specialty dentistry revenue was higher by $1.8 million, reflecting increased clinical hours, the impact of acquisitions, and reimbursement growth through higher payor contractual rates. Revenue from acquisitions contributed approximately $2.0 million for the six months period over the prior year’s comparable period. Same Practice Revenue increased approximately 3.2%, or $3.8 million from the prior comparable period.
Salaries and Benefits. Salaries and benefits consist principally of affiliated dentist compensation, clinical team member compensation and related benefit costs.
Salaries and Benefits. Salaries and benefits consist principally of affiliated dentist compensation, clinical team member compensation and related benefit costs. Salaries and benefits for the three months ended MarchJune 31,30, 2026 was $41.9$42.1 million, an increase of $6.3$5.0 million, or 17.6%,13.5%, from $35.6$37.1 million for the three months ended MarchJune 31,30, 2025. The increase is primarily attributable to the recognition of $3.7$2.8 million in share based compensation expense in the three months ended MarchJune 31,30, 2026, while no share based compensation expense was recorded in the three months ended MarchJune 31,30, 2025. The remaining $2.6$2.2 million increase relates to an increase of $1.5 million in salaries, driven by increased headcount, including from acquired practices, annual salary increases, $0.4 million increase in benefit costs, $0.3 million indeferred highercompensation incentivecosts, compensation, and $0.3$0.2 million of contractor support.support, and a net increase in benefits and taxes of $0.1 million.
Salaries and benefits for the six months ended June 30, 2026 was $84.0 million, an increase of $11.3 million, or 15.5%, from $72.7 million for the six months ended June 30, 2025. The increase is primarily attributable to the recognition of $6.5 million in share based compensation expense in the six months ended June 30, 2026, while no share based compensation expense was recorded in the six months ended June 30, 2025. The remaining $4.8 million increase relates to an increase of $3.1 million in salaries, driven by increased headcount, including from acquired practices, annual salary increases, $0.5 million of contractor support, $0.3 million of incentive compensation, $0.3 in deferred compensation costs, and a net increase in benefits and taxes of $0.5 million, mainly due to $0.3 million increased taxes, and $0.2 million of paid family medical leave.
Dental supplies and Laboratory Fees. Dental supplies and laboratory fees consists of variable costs associated with our affiliated dental practices providing dental services. Dental supplies and laboratory fees expense for the three months ended March 31, 2026 was $4.3 million, an increase of $0.1 million, or 2.3% from $4.2 million for the three months ended March 31, 2025.
OfficeDental occupancy expenses. Office occupancy expenses include lease costssupplies and otherlaboratory physical practice location expenses. Office occupancyfees expense for the three months ended MarchJune 31,30, 2026 was $4.3$4.4 million, an increase of $0.3$0.1 million, or 7.0%,2.5% from $4.0$4.3 million for the three months ended MarchJune 31,30, 2025,2025. attributableThe increase was due to increaseda capacity$0.1 expansionmillion andincrease slightlyin higherdental leasingsupply costs.expenses.
Dental supplies and laboratory fees expense for the six months ended June 30, 2026 was $8.8 million, an increase of $0.2 million, or 2.4% from $8.6 million for the six months ended June 30, 2025. The increase was due to a $0.3 million increase in dental supply expenses, offset in part by a $0.1 million decrease in laboratory fees.
The increase in dental supply expense for both the three and six months ended June 30, 2026 was primarily attributable to higher production resulting from acquisitions completed since the prior comparable periods.
Office occupancy expenses. Office occupancy expenses include lease costs and other physical practice location expenses.
Other practice expenses. Other practice expenses include MinnesotaCare provider taxes, software and subscription costs, repairs and maintenance costs, recruiting, travel and entertainment, insurance and other operating costs. Other practice expense for the three months ended March 31, 2026 was $3.8 million, an increase of $0.4 million, or 12.6%, from $3.4 million for the three months ended March 31, 2025 as a result of higher software and subscription costs, and volume-based MinnesotaCare provider taxes.
CostOffice of Services Depreciation Expense. Cost of services depreciation expense encompasses depreciation associated with practice related assets such as dental equipment, leasehold improvements, furniture and fixtures and computer equipment. Practice depreciationoccupancy expense for the three months ended MarchJune 31,30, 2026 was $2.0$4.4 million, an increase of $0.1$0.3 million, or 3.5%,7.1%, from $1.9$4.1 million for the three months ended MarchJune 31,30, 2025.
Office occupancy expense for the six months ended June 30, 2026 was $8.7 million, an increase of $0.6 million, or 7.0%, from $8.1 million for the six months ended June 30, 2025.
The increase for both periods was primarily due to increased capacity expansion and slightly higher leasing costs.
Other practice expenses. Other practice expenses include MinnesotaCare provider taxes, software and subscription costs, repairs and maintenance costs, recruiting, travel and entertainment, insurance and other operating costs.
Other practice expense for the three months ended June 30, 2026 was $3.8 million, an increase of $0.2 million, or 6.3%, from $3.6 million for the three months ended June 30, 2025 as a result of higher software and subscription costs, and volume-based MinnesotaCare provider taxes.
Other practice expense for the six months ended June 30, 2026 was $7.7 million, an increase of $0.7 million, or 9.3%, from $7.0 million for the six months ended June 30, 2025 as a result of $0.4 million higher software and subscription costs, $0.1 million due to volume-based MinnesotaCare provider taxes and $0.1 million increased travel and entertainment costs.
Cost of Services Depreciation Expense. Cost of services depreciation expense encompasses depreciation associated with practice related assets such as dental equipment, leasehold improvements, furniture and fixtures and computer equipment.
Practice depreciation expense for the three months ended June 30, 2026 was $1.9 million, a decrease of $0.1 million, or 1.8%, from $2.0 million for the three months ended June 30, 2025.
Practice depreciation expense for both the six months ended June 30, 2026 and 2025 was $3.9 million.
General and administrative expenses consist of costs of our centralized billing offices and call-centers, marketing and advertising expenses, regional management expenses, executive and senior management, and centralized functions, such as accounting, finance, team member relations, information technology, operations, real estate and other similar functions. General and administrative expense for the three months ended March 31, 2026 was $7.8 million, an increase of $0.9 million, or 13.2%, from $6.9 million for the three months ended March 31, 2025. The increase in cost is primarily attributable to a $0.4 million increase in share based compensation expense, $0.4 million higher professional fees, $0.3 million higher marketing and travel, and $0.2 million increase in salaries and wages, offset in part by $0.5 million lower costs associated with preparing for our 2025 initial public offering.
General and administrative expense for the three months ended June 30, 2026 was $7.8 million, an increase of $0.4 million, or 6.2%, from $7.4 million for the three months ended June 30, 2025. The increase in cost is primarily attributable to $0.6 million higher professional fees, a $0.2 million increase in share based compensation expense, $0.2 million of increased insurance costs, and $0.1 million increase in salaries and wages, offset in part by $0.8 million lower costs associated with preparing for our 2025 initial public offering.
General and administrative expense for the six months ended June 30, 2026 was $15.7 million, an increase of $1.4 million, or 9.6%, from $14.3 million for the six months ended June 30, 2025. The increase in cost is primarily attributable to $0.9 million higher professional fees, a $0.6 million increase in share based compensation expense, $0.3 million increase in salaries and wages, $0.3 million of increased insurance costs, $0.2 million higher marketing costs, and a $0.2 million net increase in benefits and taxes, offset in part by $1.3 million lower costs associated with preparing for our 2025 initial public offering.
Depreciation and amortization expenses are related to our non-practice related investments in long-lived assets such as computer equipment, furniture and fixtures, and amortization of intangible assets. Depreciation and amortization expense for the three months ended March 31, 2026 remained flat compared to the three months ended March 31, 2025. The recognized expense for both periods was $0.4 million.
Depreciation and amortization expense remained stable for the three and six months ended June 30, 2026, when compared to the three and six months ended June 30, 2025. The recognized expense for the three and six months ended was $0.4 million and $0.8 million, respectively, in both years.
Net interest expense for the three months ended MarchJune 31,30, 2026 was $0.1 million, a slight decrease from $0.3 million for the three months ended MarchJune 31,30, 2025. This decrease was driven by a decrease in total interest-bearing debt under our term loan and usage of line of credit over the year and an increase in interest income earned on money market funds.
Net interest expense for the six months ended June 30, 2026 was $0.3 million, a decrease of $0.4 million from $0.7 million for the six months ended June 30, 2025.
The decrease for both the three and six months ended was driven by an increase in interest income earned on money market funds and a decrease in total interest-bearing debt under our term loan and usage of line of credit over the year.
Income tax benefit for the three months ended MarchJune 31,30, 2026 was $1.6$0.2 million compared to $0.6$1.2 million income tax expense for the three months ended MarchJune 31,30, 2025. The change was due to lower taxable income, impacted by decreased operating earnings and increased tax benefits primarily related to share based compensation.
Income tax benefit for the six months ended June 30, 2026 was $1.8 million compared to $1.9 million income tax expense for the six months ended June 30, 2025.
The change for the three and six months ended June 30, 2026 compared to the prior comparable periods was primarily driven by higher discrete deductible expenses associated with vesting of share awards in the three and six months ended June 30, 2026.
In assessing the performance of our business, we consider a variety of financial measures and performance indicators that directly or indirectly impact our revenue and profitability. The key financial and Non-GAAP financial measures and performance indicators we use are set forth below, as of and for the three and six months ended MarchJune 31,30, 2026 and 2025:
(1) Non-GAAP Measures are defined in the “Non-GAAP Financial Measures Definitions” section. For a reconciliation of Adjusted EBITDA to net income, Adjusted Gross Margin to Gross Margin, and Adjusted Diluted EPS to Diluted EPS, to the most directly comparable GAAP measures, see the “Non-GAAP Financial Measures” section.
Patient visits for the three months ended MarchJune 31,30, 2026 were 178,527,185,569, an increase of 1.5%0.2% from 175,940185,189 for the three months ended MarchJune 31,30, 2025.
Patient visits for the six months ended June 30, 2026 were 364,096, an increase of 0.8% from 361,129 for the six months ended June 30, 2025.
Same Practice Revenue growthGrowth for the three months ended MarchJune 31,30, 2026 was 4.1%,2.3%, or 290350 bps higherlower than the 1.2%5.8% Same Practice Revenue growthGrowth for the three months ended MarchJune 31,30, 2025.
Same Practice Revenue Growth for the six months ended June 30, 2026 was 3.2%, or 40 bps lower than the 3.6% Same Practice Revenue Growth for the six months ended June 30, 2025.
Patient retention was stable with the retention rate was 90.3% for both the three and six months ended MarchJune 31,30, 2026 at 90.1%,2026, an increase of 9060 bps from 89.2%89.7% for both the three and six months ended MarchJune 31,30, 2025.
Doctor count as of MarchJune 31,30, 2026 was 221,219, eighteensixteen higher than the MarchJune 31,30, 2025 doctor count of 203.
Non-GAAP Financial Measures for the threeThree monthsand endedSix MarchMonths 31,Ended June 30, 2026 and 2025
(1) Restructuring costs primarily consist of expenses incurred in connection with the Company’s initial public offering completed on December 4, 2025 and gains and losses from the disposal of equipment.
Adjusted EBITDA. Adjusted EBITDA for the three months ended MarchJune 31,30, 2026 was $4.7$7.4 million, a decrease of $0.7$0.2 million from the $5.5$7.6 million Adjusted EBITDA for the three months ended MarchJune 31,30, 2025, primarily due to the $1.0$0.7 million increase in general and administrative expenses after adjustment, offset in part by the $0.3$0.6 million increased Adjusted Gross margin. The increase in general and administrative expenses after adjustments is due to a $0.4$0.3 million increase in professional fees, and a $0.2 million increase in salariesinsurance expenses, and wages after adjustments, and $0.3$0.1 million higher marketing and travel. Measuring the year-over-year change in Adjusted EBITDA allows us to evaluate the overall operating performance of affiliated dental practices on a consistent basis. It also influences our decision-making process on allocation of resources and helps us evaluate the effectiveness of our strategies.costs.
Adjusted EBITDA for the six months ended June 30, 2026 was $12.2 million, a decrease of $0.8 million from the $13.0 million Adjusted EBITDA for the six months ended June 30, 2025, primarily due to the $1.7 million increase in general and administrative expenses after adjustment, offset in part by the $0.9 million increase in Adjusted Gross margin. The increase in general and administrative expenses after adjustments is due to a $0.6 million increase in professional fees, increased salaries and wages of $0.3 million, a $0.3 million increase in insurance expenses, $0.2 million higher marketing costs, and a $0.2 million net increase in benefits and taxes.
Measuring the year-over-year change in Adjusted EBITDA allows us to evaluate the overall operating performance of affiliated dental practices on a consistent basis. It also influences our decision-making process on allocation of resources and helps us evaluate the effectiveness of our strategies.
Adjusted EBITDA Percentage. Adjusted EBITDA Percentage for the three months ended MarchJune 31,30, 2026 was 7.6%,11.2%, a 17080 basis point decrease from 9.3%12.0% for the three months ended MarchJune 31,30, 2025, attributable primarily due to an increase in general and administrative expenses after adjustments.2025.
Adjusted EBITDA Percentage for the six months ended June 30, 2026 was 9.4%, a 130 basis point decrease from 10.7% for the six months ended June 30, 2025.
The decrease in Adjusted EBITDA percentage for both the three and six months ended June 30, 2026 is primarily attributable to an increase in general and administrative expenses after adjustments.
Adjusted Gross Margin. Adjusted Gross Margin for the three months ended MarchJune 31,30, 2026 was $12.2$14.7 million, an increase of $0.3$0.6 million, or 2.6%,4.2%, from $11.9$14.1 million for the three months ended MarchJune 31,30, 2025, attributable to increased revenue of $3.7$3.2 million, partially offset by a $2.5$2.0 million increase in salaries and wages after adjustments.adjustments, Measuring$0.3 the year-over-year change in Adjusted Gross Margin allows us to evaluate the profitabilitymillion of affiliatedincreased dentalother practicespractice expenses after adjustments, and their$0.3 performance.million Ithigher alsooffice influencesoccupancy our decision-making process related to cost management strategies and helps us evaluate the effectiveness of those strategies.costs.
Adjusted Gross Margin for the six months ended June 30, 2026 was $26.9 million, an increase of $0.9 million, or 3.4%, from $26.0 million for the six months ended June 30, 2025, attributable to increased revenue of $6.9 million, partially offset by a $4.5 million increase in salaries and wages after adjustments, $0.7 million of increased other practice expenses after adjustments, and $0.6 million higher office occupancy costs.
Measuring the year-over-year change in Adjusted Gross Margin allows us to evaluate the profitability of affiliated dental practices and their performance. It also influences our decision-making process related to cost management strategies and helps us evaluate the effectiveness of those strategies.
Adjusted Gross Margin Percentage. Adjusted Gross Margin Percentage for the three months ended MarchJune 31,30, 2026 was 19.5%,22.2%, a 7020 basis point decrease from 20.2%22.4% for the three months ended MarchJune 31,30, 2025, primarily reflecting an increase in revenue.2025.
Adjusted Gross Margin Percentage for the six months ended June 30, 2026 was 20.9%, a 40 basis point decrease from 21.3% for the six months ended June 30, 2025.
The decrease in Adjusted Gross Margin Percentage for both the three and six months ended June 30, 2026 is primarily attributable to an increase in revenue.
(1) Income tax effect is based on an estimated long-term annual effective tax rate of 28% tax rate for the three months ended March 31, 2026 and 2025. The Company's estimated long-term annual effective tax rate excludes certain non-cash items such as share based compensation arrangements, and is used in order to provide consistency across periods.
(2) Includes an additional 1,584,666 of weighted average dilutive shares and 92,100 of weighted average dilutive warrants for the three months ended March 31, 2026, that are excluded from a GAAP perspective due to the Company's net loss in that reporting period.
Adjusted Diluted EPS. Adjusted Diluted EPS for the three months ended MarchJune 31,30, 2026 was $0.44,$0.66, a $0.70$1.22 decrease from $1.14$1.88 for the three months ended MarchJune 31, 2025, primarily due to an increase in the weighted average dilutive securities used in computing adjusted diluted earnings per share due to the Company’s IPO in December30, 2025.
Adjusted Diluted EPS for the six months ended June 30, 2026 was $1.11, a $1.91 decrease from $3.02 for the six months ended June 30, 2025.
The decrease for both the three and six months ended June 30, 2026 was primarily attributable to the increase in the weighted average dilutive securities used in computing adjusted diluted earnings per share due to the Company’s IPO in December 2025, partially offset by an increase in adjusted net income.
PARK insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-25 | Law Alan Siems |
Gift | 40 | — | — |
| 2026-08-25 | Law Alan Siems |
Gift | 40 | — | — |
Well-known investors holding PARK (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 53,449 | $1.2M | 0.0% | Added 95% |
| Renaissance Technologies | 2026-06-30 | 18,600 | $400.8K | 0.0% | New position |