SI-BONE, Inc.: Form 10-Q for the period ended Jun 30, 2026

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes to those statements included elsewhere in this Quarterly Report on Form 10-Q, and with the consolidated financial statements and management’s discussion and analysis of our financial condition and results of operations in our Annual Report on Form 10-K filed with the SEC on February 24, 2026. Some of the information contained in this discussion and analysis, or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many important factors, including those set forth in the “Risk Factors” section of our Annual Report on Form 10-K filed on February 24, 2026, our actual results could differ materially from the results described in, or implied, by these forward-looking statements.

Overview

We are a leader in developing and commercializing differentiated solutions targeting surgical and interventional procedures for patients with compromised bone. Since building solutions targeting the sacroiliac joint, we have expanded our platform to address adjacent indications, including spinopelvic fixation and pelvic trauma, leveraging our expertise in biomechanical design and anatomy-specific innovation.

We market our products primarily with a direct sales force as well as a number of third-party sales agents in the United States, and with a combination of a direct sales force and sales agents in other countries. As of June 30, 2026, over 150,000 procedures have been performed using our technologies since initial commercialization.

Factors Affecting Results of Operations and Key Performance Indicators

We monitor certain key performance indicators that we believe provide us and our investors indications of conditions that may affect results of our operations. Our revenue growth rate, commercial progress and profitability are impacted by, among other things, our key performance indicators, including our ability to expand access to solutions, increase physician penetration, launch new products, address human capital needs and gain operational efficiencies.

Introduce Solutions Addressing New Markets

We believe we are the industry leader in pioneering anatomy-specific solutions that are grounded in our biomechanical design expertise and backed by strong clinical evidence. Our product development strategy focuses on addressing unmet clinical needs while leveraging our existing platform technologies, enabling us to expand physician adoption and increase procedure volumes over time. As pioneers of minimally invasive treatment for sacroiliac joint dysfunction and degeneration, we developed a deep competency in addressing the challenges of low-density bone in the sacrum. Over the years, we have expanded our platform of solutions to address spinopelvic fixation and pelvic trauma. Our focus on innovation has resulted in three of our platform technologies being designated as breakthrough devices by the FDA.

We continue to invest in research and development initiatives to bring new and differentiated solutions to the market. Robust clinical evidence is central to drive adoption and favorable reimbursement, and we remain focused on continuing to set the industry standard in delivering evidence-based care through best-in-class clinical trials that demonstrate the efficacy, safety, and economic benefit of our solutions. During the six months ended June 30, 2026, we spent $9.4 million on research and development, equating to 8.7% of our revenue. During the six months ended June 30, 2025, we spent $8.8 million on research and development, equating to 9.2% of our revenue.

Expand Access to Solutions

Our commercial growth is driven by expansion of our sales organization, increased surgical capacity, and broader site-of-service adoption. As of June 30, 2026, our U.S. commercial organization comprised of more than 175 sales team members, including territory sales managers and clinical support specialists, and more than 350 third-party sales agents. As of June 30, 2025, our U.S. commercial organization comprised of more than 160 sales team members, including territory sales managers and clinical support specialists, and 295 third-party sales agents.

As of June 30, 2026, our international commercial organization included 10 direct sales representatives and 31 third-party sales agents and resellers, compared to 10 direct sales representatives and 29 third- party sales agents and resellers as of June 30, 2025.

Our expanded platform allows us to serve our physicians across all sites of care. Over 35 percent of U.S. sacroiliac joint procedures were performed in ambulatory surgical center (“ASC”) and office-based lab (“OBL”) settings during the quarter.

Engage and Educate Physicians

Physician adoption and utilization are key drivers of our revenue growth. We focus on:

• increasing the number of active physicians performing our procedures;
• improving time to first case following training; and
• increasing procedures per active physician.

Our training programs include hands-on cadaveric sessions, simulator-based training, and structured onboarding programs designed to accelerate adoption and improve procedural efficiency. In addition to training new physicians and working with our existing physician customers to grow their use of our products, we have several initiatives to re-engage inactive physicians.

Enhance Employee Experience and Engagement

Our ability to recruit and retain skilled personnel, particularly within our commercial organization, is a significant determinant of our success. We continue to focus on maintaining a competitive compensation structure and supporting sales force productivity and retention.

In addition to ensuring equitable compensation for our employees, we maintain a strong focus on enhancing employee retention and job satisfaction. To achieve this, we have established a feedback mechanism to continually monitor and respond to employee sentiment. Using this feedback, we deploy strategies that enhance the skills of our people managers and improve internal communications with employees. Furthermore, we provide ongoing learning and leadership training opportunities to support professional growth.

We conduct instructor-led trainings designed to build people leadership capabilities and train managers on delivering actionable feedback. We have also adopted a goal for each of our managers to have regular check-ins with employees to discuss their personal goals and career plans in furtherance of our commitment to career and professional development.

Gain Operational Efficiency

To support the growing demand for our solutions, we continue to focus on operational efficiency, including increasing sales force productivity, and optimizing utilization of our instrument trays.

We are focused on increasing our territory sales managers’ capacity, efficiency and productivity. We may do this by adding more clinical support specialists and third-party sales agents as part of hybrid arrangements for case coverage, and by consigning instrument trays and implants at selective sites of service. As of June 30, 2026, our trailing twelve month average revenue per territory sales manager has increased to approximately $2.2 million from $2.1 million as of June 30, 2025.

We have made significant investments in instrument trays and implants to support procedural growth. We continue to focus on improving capital efficiency through optimized inventory management and maximize our asset utilization by having our instrument trays used in more surgeries in any given time period. We routinely work with our suppliers to improve supply chain efficiency, lower manufacturing costs and reduce our cash investment in inventory.

Components of Results of Operations

Revenue

Our revenue from sales of implants fluctuates based on volume of cases (procedures performed), discounts, mix of international and U.S. sales, different implant pricing and the number of implants used for a particular patient. Similar to other orthopedic companies, our case volume can vary from quarter to quarter due to a variety of factors including reimbursement, sales force changes, physician activities, product launches, and seasonality. In addition, our revenue is impacted by changes in average selling price as we respond to the competitive landscape and price differences at different medical facilities, such as hospitals, ASCs and OBLs. Revenue results can also vary based upon the mix of business between U.S. and international sales mix of our products used, and the sales channel through which each procedure is supported. Our revenue from international sales is impacted by fluctuations in foreign currency exchange rates between the U.S. dollar (our reporting currency) and the local currency.

Our business is affected by seasonal variations. For instance, we have historically experienced lower sales in the summer months and higher sales in the last quarter of the fiscal year as patients have more time in the winter months to have the procedure completed or want to take advantage of their annual limits on deductibles, co-payments and other out-of-pocket payments specified in their insurance plans. However, taken as a whole, seasonality does not have a material impact on our financial results from year to year.

Cost of Goods Sold, Gross Profit, and Gross Margin

We utilize third-party manufacturers for production of our implants and instrument trays. Cost of goods sold consists primarily of costs of the components of implants and instruments, instrument tray depreciation, royalties, scrap and inventory obsolescence, as well as distribution-related expenses such as logistics and shipping costs. Our cost of goods sold has historically increased as case levels increase and from changes in our product mix.

Operating Expenses

Our operating expenses consist of sales and marketing, research and development, and general and administrative expenses. Personnel costs are the most significant component of operating expenses and consist of salaries, sales commissions and other cash and stock-based compensation related expenses. We intend to make investments to execute our strategic plans and operational initiatives. We anticipate certain operating expenses will continue to increase to support our growth.

Sales and Marketing Expenses

Sales and marketing expenses primarily consist of salaries, stock-based compensation expense, and other compensation related costs, for personnel employed in sales, marketing, medical affairs, reimbursement and professional education departments. In addition, our sales and marketing expenses include commissions and bonuses, generally based on a percentage of sales, as well as certain commission guarantees paid to our senior sales management, territory sales managers, clinical support specialists and third-party sales agents.

Research and Development Expenses

Our research and development expenses primarily consist of engineering, product development, clinical and regulatory expenses (including clinical study expenses), consulting services, outside prototyping services, outside research activities, materials, depreciation, and other costs associated with development of our products. Research and development expenses also include related personnel compensation and stock-based compensation expense. We expense research and development costs as they are incurred.

Research and development expenses for engineering projects fluctuate with project timing. Based upon our broader set of product development initiatives and the stage of the underlying projects, we expect to continue to make investments in research and development. As such, we anticipate that research and development expenses will continue to increase in the future.

General and Administrative Expenses

General and administrative expenses primarily consist of salaries, stock-based compensation expense, and other costs for finance, accounting, legal, insurance, compliance, and administrative matters.

Interest Income

Interest income is primarily related to our investments of excess cash in money market funds and marketable securities.

Interest Expense

Interest expense is primarily related to borrowings, amortization of debt issuance costs, and accretion of final fees on the First-Citizens Fourth Amended Loan Agreement.

Other Income (Expense), Net

Other income (expense), net consists primarily of net foreign exchange gains and losses on foreign transactions.

Results of Operations

Comparison of the Three Months Ended June 30, 2026 and 2025

Revenue, Cost of Goods Sold, Gross Profit, and Gross Margin:

(in thousands, except for percentages)

We derive the majority of our revenue from sales to customers in the U.S. Revenue by geography is based on billing address of the customer. The table below summarizes our revenue by geography:

(in thousands, except for percentages)

Revenue. The increase in revenue for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 was primarily driven by a $6.8 million increase in U.S. revenue due to 14.9% increase in procedure volumes, increased sales channel coverage, and continued growth in ASC and OBL settings.

Gross Profit and Gross Margin. Gross profit increased $5.7 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, mainly driven by higher revenue. The gross margin was 79.5% for the three months ended June 30, 2026 compared to a gross margin of 79.8% for the three months ended June 30, 2025 due to changes in product mix.

Operating Expenses:

(in thousands, except for percentages)

Sales and Marketing Expenses. The increase in sales and marketing expenses for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 was primarily due to a $2.5 million increase in commissions and personnel cost driven by higher revenues and increase in headcount, and a $1.1 million increase related to travel, training and marketing activities, partially offset by a decrease of $0.4 million related to stock-based compensation.

Research and Development Expenses. The increase in research and development expenses for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 was primarily due to a $0.9 million increase in next generation product development activities, clinical and regulatory initiatives.

General and Administrative Expenses. The decrease in general and administrative expenses for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily due to a $0.3 million decrease in personnel costs and stock-based compensation and a $0.3 million decrease in professional service costs.

Interest and Other Income (Expense), Net:

(in thousands, except for percentages)

Interest Income. The decrease in interest income for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 was primarily due to lower interest rate earned on our investments in marketable securities, primarily as a result of lower interest rates.

Interest Expense. The decrease in interest expense for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 was due to lower interest rates associated with the First-Citizens Fourth Amended Loan Agreement.

Other Income (Expense), Net. The change in other income (expense), net for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 was primarily due to foreign currency fluctuations.

Comparison of the Six Months Ended June 30, 2026 and 2025

Revenue, Cost of Goods Sold, Gross Profit, and Gross Margin:

(in thousands, except for percentages)

We derive the majority of our revenue from sales to customers in the U.S. Revenue by geography is based on billing address of the customer. The table below summarizes our revenue by geography:

(in thousands, except for percentages)

Revenue. The increase in revenue for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 was primarily driven by an $11.3 million increase in U.S. revenue driven by 12.3% increase in procedure volumes, supported by expanded adoption of our product portfolio, increased sales channel coverage, and continued growth in ASC and OBL settings.

Gross Profit and Gross Margin. Gross profit increased $10.0 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, mainly driven by higher revenue. The gross margin was 79.6% for the six months ended June 30, 2026 as compared to 79.8% for the six months ended June 30, 2025. Gross margin change in the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, was primarily due to changes in product mix.

Operating Expenses:

(in thousands, except for percentages)

Sales and Marketing Expenses. The increase in sales and marketing expenses for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 was primarily due to a $3.3 million increase in commissions and personnel costs driven by higher revenues, a $2.7 million increase in travel, training and marketing activities, partially offset by a decrease of $0.8 million related to stock-based compensation.

Research and Development Expenses. The increase in research and development expenses for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 was primarily due to $0.6 million increase in next generation product development activities, clinical and regulatory initiatives.

General and Administrative Expenses. The decrease in general and administrative expenses for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 was primarily due to a $0.9 million decrease in professional service costs, partially offset by $0.4 million increase in personnel costs and stock-based compensation.

Interest and Other Income (Expense), Net:

(in thousands, except for percentages)

Interest Income. The decrease in interest income for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 was primarily due to lower interest earned on our investments in marketable securities, primarily as a result of lower interest rates.

Interest Expense. The decrease in interest expense for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 was primarily due to lower interest rates associated with the First-Citizens Fourth Amended Loan Agreement.

Other Income (Expense), Net. The change in other income (expense), net for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 was primarily due to foreign currency fluctuations.

Liquidity and Capital Resources

As of June 30, 2026, we had cash and marketable securities of $145.9 million as compared to $147.8 million as of December 31, 2025. We have financed our operations primarily through the sale of our common stock in our public offerings and debt financing arrangements. As of both June 30, 2026 and December 31, 2025, we had $35.6 million in outstanding debt.

As of June 30, 2026, we had an accumulated deficit of $458.7 million as compared to $450.3 million as of December 31, 2025. During the six months ended June 30, 2026, we incurred a net loss of $8.4 million. During the years ended December 31, 2025 and 2024, we incurred a net loss of $18.9 million and $30.9 million, respectively, and expect to incur additional losses in the future. We have not achieved positive cash flow from operations for the six months ended June 30, 2026.

Based upon our current operating plan and improved cash flow from operations, we believe that our existing cash and marketable securities will enable us to fund our operating expenses and capital expenditure requirements over the next 12 months from the filing of this Form 10-Q. However, the financial impact of a potential economic downturn or capital market disruptions pose risks to uncertainties in our future available capital resources. We may face challenges and uncertainties and, as a result, may need to raise additional capital as our available capital resources may be consumed more rapidly than currently expected due to, but not limited to (a) decreases in sales of our products and the uncertainty of future revenues from new products; (b) changes we may make to the business that affect ongoing operating expenses; (c) changes we may make in our business strategy; (d) regulatory and reimbursement developments affecting our existing products; (e) changes we may make in our research and development spending plans; and (f) other items affecting our forecasted level of expenditures and use of cash resources. In addition, as we seek to deploy new product offerings, the need for additional capital to fund the purchase of inventories of implants and instrument trays may become more acute and may limit the number of revenue opportunities that we pursue. Each new product family introduced typically requires the purchase of consumable implant inventory as well as investment in a fleet of instrument trays required to support procedures nationwide.

Term Loan

Our outstanding debt is related to a Loan and Security Agreement (the "Original Loan Agreement") dated August 12, 2021 (the "Effective Date"), entered into by us and Silicon Valley Bank, a California corporation ("SVB"). Pursuant to the Original Loan Agreement, we borrowed a term loan in the aggregate principal amount of $35.0 million (the "Original Term Loan").

On January 6, 2023, we entered into a First Amendment to Loan and Security Agreement with SVB to amend our Original Loan Agreement (the "First Amendment" and together with the Original Loan Agreement, collectively the "Amended Loan Agreement"). Upon entry into the Amended Loan Agreement, we borrowed a new term loan in the aggregate principal amount of $36.0 million (the "First Amendment Term Loan"), which was substantially used to repay in full the $35.0 million Original Term Loan outstanding under the Original Loan Agreement, and we also obtained a secured revolving credit facility in an aggregate principal amount of up to $15.0 million (the "Revolving Line"). The First Amendment also provided for a final payment fee payable to SVB of 2% of the original principal amount of the First Amendment Term Loan due upon the earlier of the First Amendment Term Loan Maturity Date, termination of the Amended Loan Agreement, acceleration by the Lender following an event of default, or prepayment of the First Amendment Term Loan.

On January 25, 2024, we entered into a Second Amendment to Loan and Security Agreement with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as successor in interest to SVB ("First-Citizens") to further amend our Amended Loan Agreement (the "Second Amendment" and together with the Amended Loan Agreement, collectively, the "Second Amended Loan Agreement"). The Second Amendment revised certain provisions related to financial covenants and the periods in which such covenants applied.

On November 8, 2024, we entered into a Third Amendment to Loan and Security Agreement with First-Citizens to further amend our Second Amended Loan Agreement (the "Third Amendment" and together with the Second Amended Loan Agreement, collectively, the "Third Amended Loan Agreement"). Upon entry into the Third Amended Loan Agreement, we borrowed a new term loan in the aggregate principal amount of $36.0 million (the “Third Amendment Term Loan”), which was substantially used to refinance and repay in full the then-outstanding $36.0 million First Amendment Term Loan. We also paid a certain final payment fee related to such prior First Amendment Term Loan. The Third Amendment set the maturity date for the Third Amendment Term Loan to September 1, 2029 (the "Third Amendment Term Loan Maturity Date"), and set the first principal repayment due date for the Third Amendment Term Loan to October 1, 2027, which date will, upon the achievement of the Performance Milestone (as defined in the Third Amendment) become October 1, 2028. Interest on the outstanding principal balance of the Third Amendment Term Loan is payable monthly at a floating rate per annum equal to the greater of 4.25% and the WSJ prime rate minus 0.5%. The Company may elect to prepay the Third Amendment Term Loan in whole prior to the Third Amendment Term Loan Maturity Date, subject to a prepayment fee equal to 1.5% of the original principal amount of the Third Amendment Term Loan if the loan is prepaid within 18 months following the closing of the Third Amendment. The Third Amendment revised certain provisions related to financial covenants and the periods in which such covenants apply, and First-Citizens and the Company also agreed to terminate the Revolving Line and an uncommitted accordion term loan provision.

On September 25, 2025, we entered into a Fourth Amendment to Loan and Security Agreement with First-Citizens to further amend our Third Amended Loan Agreement (the “Fourth Amendment” and together with the Third Amended Loan Agreement, collectively, the “Fourth Amended Loan Agreement”). The Fourth Amendment revised the periods in which the financial covenants applied.

Cash requirement

Our material cash requirements include various contractual and other obligations consisting of long-term debt obligations with First-Citizens, purchase obligations with some of our suppliers and have not changed materially since the Form 10-K filed with the SEC on February 24, 2026. In February 2026, we entered into an operating lease for an office building in San Jose, California. As of June 30, 2026, expected timing of those payments are as follows:

(in thousands)

(1) Represents the principal obligations of our First-Citizens Fourth Amended Loan Agreement.

(2) Represents the future interest obligations on our First-Citizens Fourth Amended Loan Agreement estimated using an interest rate of 6.25% as of June 30, 2026.

(3) Consists of future non-cancelable rent payments under operating lease obligations, excluding expected tenant improvement allowance of $3.8 million related to our San Jose office lease.

This compares to $47.7 million of contractual obligations as of December 31, 2025.

Cash Flows

The following table sets forth the primary sources and uses of cash for each of the periods presented below:

(in thousands)

Cash Used in Operating Activities

During the six months ended June 30, 2026, net cash used in operating activities was $1.6 million, consisting of a net loss of $8.4 million and an increase in net operating assets of $8.5 million, partially offset by non-cash charges of $15.4 million. During the six months ended June 30, 2025, net cash used in operating activities was $4.7 million, consisting of a net loss of $12.7 million and an increase in net operating assets of $8.7 million, partially offset by non-cash charges of $16.6 million.

Significant changes in net operating assets during the six months ended June 30, 2026 included higher inventory levels to support new product introductions, higher accounts receivable due to timing of sales and cash collections, and lower accrued liabilities and higher accounts payable balance due to the timing of payments. Non-cash charges consisted primarily of stock-based compensation and depreciation.

Cash Used in Investing Activities

Net cash used in investing activities in the six months ended June 30, 2026 was $9.0 million as compared to cash provided by investing activities of $1.2 million in the six months ended June 30, 2025. Net cash used in investing activities for the six months ended June 30, 2026 consisted of a $6.3 million cash outflow from purchase of our marketable securities net of maturities, and $2.6 million purchases of property and equipment primarily related to individual components in instrument sets to support revenue growth and leasehold improvement assets for our new corporate office. Net cash provided by investing activities for the six months ended June 30, 2025 consisted of a $5.3 million cash inflow from maturities of our marketable securities net of purchases, and $4.2 million purchases of property and equipment primarily related to individual components in instrument sets to support revenue growth.

Cash Provided by Financing Activities

Cash provided by financing activities in the six months ended June 30, 2026 and 2025 was $1.7 million and $2.3 million, respectively, resulting from the issuance of common stock under our stock-based incentive compensation plans.

Critical Accounting Policies, Significant Judgments, and Use of Estimates

This discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported revenue generated, and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Our critical accounting policies and estimates are described in “Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies, Significant Judgments, and Use of Estimates” in our 2025 Annual Report. There had been no material changes to the descriptions of these accounting policies, judgments and estimates.

Seasonality

Our business is affected by seasonal variations. For instance, we have historically experienced lower sales in the summer months and higher sales in the last quarter of the fiscal year. However, taken as a whole, seasonality does not have a material impact on our financial results.

We are exposed to market risks, including changes to foreign currency exchange rates and interest rates.

Foreign Currency Exchange Risk

We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the Euro. Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar, have in the past, and may in the future, negatively affect our revenue and other operating results as expressed in U.S. dollars.

We have experienced and will continue to experience fluctuations in net loss as a result of transaction gains or losses related to remeasuring certain current asset and current liability balances denominated in currencies other than the functional currency of the entities in which they are recorded. At this time, we have not entered into, but in the future we may enter into, derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk. It is difficult to predict the effect hedging activities would have on our results of operations. Foreign currency gains or losses, net recognized in the three and six months ended June 30, 2026 and 2025 were not material. A hypothetical 100 basis point change in foreign exchange rates during any of the periods presented would not have had a material impact on our condensed consolidated financial statements.

Interest Rate Risk

Our exposure to changes in interest rates relates to interest earned and market value on our cash and cash equivalents and short-term investments. Our cash and cash equivalents and short-term investments consist of cash, money market funds, U.S. government securities, and commercial paper. The market value of our marketable securities may decline if current market interest rates rise. Our investment policy and strategy are focused on preservation of capital and supporting our liquidity requirements. We do not make investments for trading or speculative purposes.

With the execution of the Third Amendment with First-Citizens relative to the Third Amendment Term Loan, interest is payable monthly at a floating annual rate set at the greater of the prime rate as published in the Wall Street Journal minus 0.5% or 4.25%. Rising interest rates will increase the amount of interest paid on this debt. We believe that our exposure to interest rate risk is not significant due to the low risk profile of our investments and the amount of our Fourth Amended Loan Agreement, therefore a hypothetical 100 basis point change in market interest rates during any of the periods presented would not have had a material impact on our condensed consolidated financial statements.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities and Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Internal control over financial reporting has inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of June 30, 2026, our management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), have evaluated our disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Securities Exchange Act of 1934). Based on that evaluation, our CEO and our CFO have concluded that, as of June 30, 2026, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in internal control over financial reporting

During the quarter ended June 30, 2026, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A. “Risk Factors” of our 2025 Annual Report. The risk factors described in our 2025 Annual Report, as well as other information set forth in this Quarterly Report on Form 10-Q, could materially adversely affect our business, financial condition, results of operations and prospects, and should be carefully considered. The risks and uncertainties that we face, however, are not limited to those described in the 2025 Annual Report. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business and the trading price of our securities.