MLAB Mesa Laboratories Inc /Co/ - 8-K

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 9, 2026, Mesa Laboratories, Inc. (“Mesa” or the “Company”) announced the departure of Gary Owens as President and Chief Executive Officer of the Company, effective on or about April 13, 2026. On March 20, 2026, Mr. Owens and the Company entered into a Retention and Transition Agreement (the “Transition Agreement”) pursuant to which he will remain with the Company in a non-executive capacity until June 22, 2026 (the “Separation Date”) to facilitate the transition of his role to his successor. Under the Transition Agreement, upon termination on the Separation Date, Mr. Owens will be entitled to receive the severance pay and benefits associated with a “without cause” termination based on his termination on the Separation Date and to retain a pro-rated portion of his June 15, 2025 performance stock unit award, which will vest at the lower of target or actual performance at the end of the performance period. As a condition to receiving the severance pay and benefits, Mr. Owens will be required to execute a release of claims in favor of the Company.

In connection with the execution of the Transition Agreement, Mr. Owens also resigned as a member of the Company’s board of directors (the “Board”), effective as of March 20, 2026. Mr. Owens' resignation from the Board is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

10.1

Transition Agreement, dated as of March 20, 2026, by and among Mesa Laboratories, Inc. and Gary Owens.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).