UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2025

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

Commission File Number: 001-42549

Kestra Medical Technologies, Ltd.

(Exact Name of Registrant as Specified in its Charter)

Bermuda	Not Applicable
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br>Identification No.)
3933 Lake Washington Blvd NE, Suite 200<br><br>Kirkland, WA	98033
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (425) 279-8002

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br>Symbol(s)	Name of each exchange on which registered
Common Shares, par value $1.00 per share	KMTS	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of December 5, 2025, the registrant had 58,349,053 Common Shares, par value $1.00 per share, outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss	5
	Condensed Consolidated Statements of Changes in Redeemable Preferred Stock and Shareholders’ Equity (Deficit)	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31
PART II.	OTHER INFORMATION	33
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34
Signatures		35

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains “forward-looking” statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. The forward-looking statements are contained principally in the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, technology developments, financing and investment plans, dividend policy, competitive position, industry and regulatory environment, potential growth opportunities and the effects of competition. Forward looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will” and “would,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Important factors that could cause actual results, performance or achievements to differ materially from our expectations are described in Part II, Item 1A, “Risk Factors” and elsewhere in this Quarterly Report, and include, but are not limited to, the following:

• our ability to continue to expand the commercialization of our ASSURE WCD, including associated products and services as part of our Cardiac Recovery System platform, or to commercialize any future product candidates and begin generating revenue;
• our ability to maintain regulatory approvals for our ASSURE WCD and to obtain new regulatory approvals necessary to distribute our ASSURE WCD in new markets or to distribute additional products we develop in the future;
• the rate and degree of market acceptance of our ASSURE WCD or any future product candidates that receive the necessary marketing and other regulatory approvals;
• the availability of reimbursement for our products;
• our ability to scale the manufacturing of our ASSURE WCD, obtain sufficient and timely supplies of components necessary to manufacture our ASSURE WCD and effectively manage inventory and distribution;
• our ability to hire and retain qualified personnel, including senior management and sales professionals;
• estimates of our total addressable market and near-term achievable market for our products;
• the timing or likelihood of regulatory filings and approvals or clearances;
• our growth plans, including our plans to enter into new markets;
• our ability to establish and maintain intellectual property protection for our products or defend ourselves against claims of infringement;
• the progress, timing, costs and results of our clinical trials;
• changes and developments relating to our regulatory landscape;
• our financial performance and changes in market trends;
• the increased expenses associated with being a public company; and
• changes and developments relating to our competitors and our industry.

We caution you that the foregoing list does not contain all of the forward-looking statements made in this Quarterly Report. More information on factors that could cause our actual results to differ from those expressed in forward-looking statements is included from time to time in our reports filed with the Securities and Exchange Commission, (the “SEC”) including in our Annual Report on Form 10-K for the year ended April 30, 2025 (the “Annual Report”), particularly under Part I, Item 1A, "Risk Factors."

Given these uncertainties, we cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Quarterly Report and should not be relied upon as representing our expectations or beliefs as of any date subsequent to the time they are made. Except as required by law, the Company does not undertake to and specifically declines any obligation to update any forward-looking statements that may be made from time to time by or on behalf of the Company.

KESTRA MEDICAL TECHNOLOGIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share amounts)

(unaudited)

	Three Months Ended October 31,						Six Months Ended October 31,
	2025			2024			2025			2024
Revenue	$	22,565		$	14,710		$	41,937		$	27,492
Cost of revenue		11,141			8,880			21,661			17,462
Gross profit		11,424			5,830			20,276			10,030
Operating expenses:
Research and development		4,878			3,509			8,878			6,913
Selling, general and administrative		38,301			21,455			72,029			40,682
Total operating expenses		43,179			24,964			80,907			47,595
Loss from operations		(31,755	)		(19,134	)		(60,631	)		(37,565	)
Other expense (income):
Interest expense		1,901			2,317			3,814			4,191
Interest income		(1,796	)		(878	)		(3,962	)		(915	)
Other expense (income)		891			40			(1,939	)		88
Net loss before provision for income taxes		(32,751	)		(20,613	)		(58,544	)		(40,929	)
Provision for income taxes		34			8			67			15
Net loss and comprehensive loss		(32,785	)		(20,621	)		(58,611	)		(40,944	)
Net loss attributable to non-controlling interest		—			(253	)		—			(692	)
Net loss and comprehensive loss attributable to Kestra Medical Technologies, Ltd.		(32,785	)		(20,368	)		(58,611	)		(40,252	)
Less: Undeclared preferred stock dividends		—			3,323			—			5,706
Net loss attributable to common shareholders, basic and diluted	$	(32,785	)	$	(23,691	)	$	(58,611	)	$	(45,958	)
Net loss per share attributable to common shareholders, basic and diluted	$	(0.64	)	$	(1.19	)	$	(1.14	)	$	(2.31	)
Weighted-average shares of common shares outstanding, basic and diluted1		51,376,278			19,885,382			51,340,438			19,885,382

The accompanying notes are an integral part of these condensed consolidated financial statements.

1Weighted-average shares of common stock outstanding, basic and diluted, has been adjusted on a retrospective basis. Refer to Note 16 “Net Loss Per Share Attributable to Common Shareholders” for additional disclosure.

KESTRA MEDICAL TECHNOLOGIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE PREFERRED STOCK AND

SHAREHOLDERS’ EQUITY (DEFICIT)

(in thousands, except share and per share amounts)

(unaudited)

	Redeemable Preferred Stock				Common Shares				Additional<br>Paid-In			Accumulated			Non-controlling			Total<br>Shareholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Interests			Equity (Deficit)
Balances at April 30, 20242		177,110	$	177,110		19,909,281	$	19,909	$	177,149		$	(406,435	)	$	—		$	(209,377	)
Share-based compensation expense		—		—		—		—		377			—			—			377
Issuance of redeemable preferred stock		103,400		103,400		—		—		—			—			—			—
Issuance of stock to non-controlling interest		—		—		—		—		—			—			17,100			17,100
Deemed dividend for payments to third party on behalf of shareholder		—		—		—		—		(4,248	)		—			—			(4,248	)
Net loss and comprehensive loss		—		—		—		—		—			(19,884	)		(439	)		(20,323	)
Balances at July 31, 2024		280,510		280,510		19,909,281		19,909		173,278			(426,319	)		16,661			(216,471	)
Share-based compensation expense		—		—		—		—		1,122			—			—			1,122
Deemed dividend for payments to third party on behalf of shareholder		—		—		—		—		(575	)		—			—			(575	)
Net loss and comprehensive loss		—		—		—		—		—			(20,368	)		(253	)		(20,621	)
Balances at October 31, 2024		280,510	$	280,510		19,909,281	$	19,909	$	173,825		$	(446,687	)	$	16,408		$	(236,545	)
	Common Shares				Additional<br>Paid-In		Accumulated			Total<br>Shareholders’
---	---	---	---	---	---	---	---	---	---	---	---	---
	Shares		Amount		Capital		Deficit			Equity (Deficit)
Balances at April 30, 2025		51,348,656	$	51,349	$	674,306	$	(520,249	)	$	205,406
Share-based compensation expense		—		—		4,579		—			4,579
Net loss and comprehensive loss		—		—		—		(25,826	)		(25,826	)
Balances at July 31, 2025		51,348,656		51,349		678,885		(546,075	)		184,159
Share-based compensation expense		—		—		8,653		—			8,653
Issuance of common shares - exercise of warrant		100,397		100		3,954					4,054
Net loss and comprehensive loss		—		—		—		(32,785	)		(32,785	)
Balances at October 31, 2025		51,449,053	$	51,449	$	691,492	$	(578,860	)	$	164,081

The accompanying notes are an integral part of these condensed consolidated financial statements.

2The number and amount of shares of common shares of Intermediate Holdings at a par value of $0.01 prior to the IPO has been retrospectively recast based on the number of Common Shares at a par value of $1.00 of Kestra Medical Technologies, Ltd. into which they were exchanged in connection with the Organizational Transactions prior to the IPO. Refer to Note 1 “The Company” for additional disclosure.

KESTRA MEDICAL TECHNOLOGIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Six Months Ended October 31,
	2025			2024
Cash flows from operating activities
Net loss	$	(58,611	)	$	(40,944	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		4,401			4,244
Loss on disposal of property and equipment		560			580
Reserve for lost equipment and supplies		901			477
Provision for uncollectible accounts receivable		1,150			1,074
Interest paid-in-kind		—			467
Amortization of debt discounts and issuance costs		937			861
Share-based compensation expense		13,232			1,499
Non-cash lease expense		148			242
Change in fair value of warrant liabilities		(2,065	)		—
Changes in operating assets and liabilities:
Disposable medical equipment supplies		(596	)		(1,117	)
Prepaid expenses and other current assets		953			(53	)
Accounts receivable		(3,482	)		(4,470	)
Accounts payable		(2,372	)		(345	)
Accrued liabilities		520			1,786
Operating lease liabilities		(313	)		124
Other long-term assets		20			20
Net cash used in operating activities		(44,617	)		(35,555	)
Cash flows from investing activities
Purchases of property and equipment		(15,431	)		(11,484	)
Deposits for medical rental equipment		(338	)		(197	)
Refund of deposits for medical rental equipment:		117			227
Net cash used in investing activities		(15,652	)		(11,454	)
Cash flows from financing activities
Proceeds from issuance of redeemable preferred stock		—			103,400
Proceeds from issuance of stock to non-controlling interest		—			17,100
Deemed dividend for payments to third party on behalf of shareholder		—			(1,598	)
Payment of equity issuance costs:		(1,902	)		(3,224	)
Net cash provided by (used in) financing activities		(1,902	)		115,678
Net increase (decrease) in cash, cash equivalents and restricted cash		(62,171	)		68,669
Cash, cash equivalents and restricted cash
Beginning of period		237,929			8,583
End of period	$	175,758		$	77,252
Reconciliation of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheets
Cash and cash equivalents	$	175,424		$	76,918
Restricted cash:		334			334
Cash, cash equivalents and restricted cash	$	175,758		$	77,252
Non-cash investing and financing activities:
Purchases of property and equipment in accrued liabilities and accounts payable	$	8,313			7,914
Exercise of liability classified warrant		4,055			—
Supplemental disclosure of cash flow information
Income taxes paid (refunds received)	$	(18	)	$	43
Interest paid		2,846			2,451

The accompanying notes are an integral part of these condensed consolidated financial statements.

KESTRA MEDICAL TECHNOLOGIES, LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(in thousands, except share, per share data and percentages)

1. The Company

Kestra Medical Technologies, Ltd. is a commercial stage medical device company, which principally generates revenue through leasing the ASSURE© System, which consists of a Wearable Cardioverter Defibrillator (“WCD”), to patients.

Kestra Medical Technologies, Ltd. was formed as a limited company in Bermuda on May 20, 2021 as a wholly owned subsidiary of West Affum Holdings, L.P. (“West Affum LP”), a company in the Cayman Islands. Kestra Medical Technologies, Ltd. was formed for the purpose of completing a public offering and related transactions to carry on the business of West Affum Intermediate Holdings Corp. and its subsidiaries.

West Affum Intermediate Holdings Corp., a Cayman Islands exempted company (“Intermediate Holdings”), was incorporated on August 6, 2020, in order to carry on the business of West Affum Holdings Corp. (“WAH Corp.”) and its consolidated subsidiaries. Except as otherwise indicated or the context requires, references to the “Company” are to Intermediate Holdings for transactions occurring in periods prior to the consummation of the initial public offering of Kestra Medical Technologies, Ltd., and references to the “Company” are to Kestra Medical Technologies, Ltd. and its consolidated subsidiaries for transactions occurring in periods following the consummation of the initial public offering.

The Company and its consolidated subsidiaries own certain intellectual property related to the development of personal WCD approved by the U.S. Food and Drug Administration (“FDA”) in July of 2021.

Initial Public Offering

On March 7, 2025, Kestra Medical Technologies, Ltd. completed an initial public offering of 11,882,352 common shares, par value $1.00 per share (“Common Shares”) at an offering price to the public of $17.00 per Common Share (“IPO”). On March 14, 2025, the underwriters purchased an additional 1,782,352 Common Shares at an offering price to the public of $17.00 per Common Share.

In connection with the IPO, organizational transactions were effected whereby Kestra Medical Technologies, Ltd. delivered 37,683,952 Common Shares to West Affum LP and its unitholders, including 19,885,382 Common Shares delivered to West Affum LP in exchange for West Affum LP’s contribution of its 105,808 shares of common stock, in Intermediate Holdings to Kestra Medical Technologies, Ltd., and the remainder of which Common Shares, including 32,485 Common Shares of Kestra Medical Technologies, Ltd. that are subject to vesting conditions, were delivered to holders of West Affum LP’s class A common units (the “Class A Common Units”) and equity incentive units (the “Incentive Units”), including a third-party investor in West Affum Holdings Designated Activity Company, a subsidiary of Intermediate Holdings (collectively, the “Organizational Transactions”).

Following the Organizational Transactions, pre-existing interests in Intermediate Holdings, as well as non-controlling interests of its subsidiaries, were exchanged into Common Shares. Kestra Medical Technologies, Ltd. now directly owns 100% of Intermediate Holdings and indirectly owns 100% of each of Intermediate Holdings’ direct and indirect subsidiaries.

The IPO, together with the Organizational Transactions, represent a business combination between entities under common control under the principles of ASC Topic 805, Business Combinations. As such, the exchange of Intermediate Holdings common stock into Common Shares of Kestra Medical Technologies, Ltd. have been reflected on a retrospective basis. Other transactions that closed contemporaneously with the Organizational Transactions, including conversions of preferred stock, non-controlling interests, and equity awards were accounted for prospectively beginning on the date such transactions occurred, and were not given retrospective effect.

Liquidity

As of October 31, 2025, the Company’s principal sources of liquidity consisted of $175,424 of cash and cash equivalents.

The Company has incurred negative operating cash flows and significant losses from operations since its inception. For the six months ended October 31, 2025 and 2024, the Company incurred net losses of $58,611 and $40,944, respectively. Cash used in operating activities was $44,617 and $35,555 for the six months ended October 31, 2025 and 2024, respectively. As of October 31, 2025, the Company had an accumulated deficit of $578,860.

In March 2025, the Company raised $215,789 in proceeds in the IPO after deducting underwriting discounts and commissions and before deducting IPO offering costs of $5,398.

Based on the Company’s current operating plan, the Company believes that its existing cash and cash equivalents will be sufficient to fund the Company’s planned operating expenses and capital expenditure requirements for at least the next 12 months from the date of issuance of these financial statements.

However, the Company may experience lower than expected cash generated from operating activities or greater than expected capital expenditures, cost of revenue or operating expenses and may require additional funding to execute on its growth plans, which may include funding raised through future equity and debt financings. Management cannot predict with certainty that adequate funding will be available on acceptable terms or at all. If the Company cannot obtain sufficient funds on acceptable terms when needed, the Company may experience a material and adverse effect on its business, financial condition, results of operations and prospects.

2. Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC and generally accepted accounting principles in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s reporting currency is the U.S. dollar.

The unaudited interim condensed consolidated balance sheet as of April 30, 2025, included herein, was derived from the audited financial statements as of that date. Certain information and disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such regulations. Accordingly, these unaudited interim condensed consolidated financial statements and accompanying footnotes should be read in conjunction with the Company’s financial statements as of and for the years ended April 30, 2025 and 2024. The results for the interim periods are not necessarily indicative of results for the full year.

In the opinion of management, all adjustments, of a normal recurring nature, considered necessary for a fair statement have been included in the unaudited interim condensed consolidated financial statements. The Company believes that the disclosures provided herein are adequate to prevent the information presented from being misleading.

Certain prior period amounts in the unaudited interim condensed consolidated statements of operations and comprehensive loss and cash flows have been reclassified to conform to the current period presentation.

Use of Estimates

The preparation of the unaudited interim condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Estimates are required as part of determining the collectability of lease payments for revenue recognition, estimated useful lives of property and equipment, losses for unreturned property and equipment, share-based compensation expense, fair value of warrants and valuation allowance for deferred tax assets.

The Company bases its estimates on historical experience and other market-specific or relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates.

Accounts Receivable

Accounts receivable and net revenues are based on contractually agreed-upon rates for leases for the ASSURE© System, reduced by contractual adjustments. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available. The complexity of third-party billing arrangements and laws and regulations governing Medicare may result in adjustments to amounts originally recorded.

The Company performs a periodic analysis to review the valuation of accounts receivable and collectability of outstanding balances. These estimates are determined utilizing historical realization data under a portfolio approach which is then assessed by management to evaluate whether adjustments should be made based on accounts receivable aging trends, other operating trends, and relevant business conditions such as governmental and managed care payor claims processing procedures.

The Company records a reserve for estimated probable losses as part of net revenue adjustments in reporting revenue at an expected collectable amount based on the total portfolio of receivables for which collectability has been deemed probable. The accounts receivable is presented on the unaudited interim condensed consolidated balance sheets net of the adjustments.

Receivables are considered past due when not collected by established due dates. Specific patient balances are written off after collection efforts have been followed and the account has been determined to be uncollectible. Changes to reserve estimate impacts are recorded as an adjustment to net revenue in the period during which changes in circumstances support a change to the estimate. The estimates of the allowance for uncollectible accounts receivable were $4,343 and $3,193 as of October 31, 2025 and April 30, 2025, respectively.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. Restricted cash consists of amounts related to the Company’s office lease agreement and credit card collateralization. In lieu of a cash security deposit, the landlord required an irrevocable standby letter of credit upon execution of the lease be maintained throughout the term of the lease agreement in the amount of $109 as of October 31, 2025 and April 30, 2025. The Company also had restricted cash of $225 for credit card collateralization as of October 31, 2025 and April 30, 2025.

Revenue

The Company generates revenue from the leases of ASSURE© System, which consists of a WCD combined with a proprietary digital healthcare platform, to at-risk patients for a fixed amount on a month-to-month basis. The lease payments generally consist of the contracted amounts based on reimbursement arrangements with third-party payors including Medicare, Medicaid and private commercial payors, and/or certain patient co-payments. The patient has the right to cancel the lease at any time during the rental period.

The equipment leases are classified as operating leases at lease commencement, and the Company recognizes the revenue associated with ASSURE© rentals in accordance with Accounting Standards Codification Topic 842, Leases (“ASC Topic 842”). The Company elected the practical expedient provided under ASC Topic 842 to combine the lease of ASSURE© System with the non-lease components, which includes the digital healthcare platform. The ASSURE© System is expected to be the predominant component and, as a result, the Company accounts for the combined revenue components under ASC Topic 842. Revenue is recognized on a straight-line basis over the contractual non-cancellable lease term, which is one month, when collectability of the lease payments is deemed to be probable. If collectability of the lease payments is not deemed to be probable, the lease income is limited to the lesser of the income that would have been recognized if collectability was probable or the lease payments collected. Collectability of all lease payments, which includes amounts reimbursed by third-party payors and/or amounts covered by the patient, is assessed for each contract upon lease commencement and is subject to subsequent reassessment throughout the lease term, as necessary.

Due to the nature of the industry and the reimbursement environment in which the Company operates, the Company periodically evaluates the need to record a general reserve under ASC 450, Contingencies, for a portfolio of operating lease receivables that are probable of collection. Inherent in the reserve estimates is the risk that they will have to be revised or updated as additional information becomes available. Specifically, the complexity of many third-party billing arrangements and the uncertainty of reimbursement amounts for certain services from certain payors may result in adjustments to amounts originally recorded. Such adjustments are expected to be identified and recorded at the point of cash application or claim denial.

Segment Information

The Company has a single operating and reportable segment. The Company has determined that its Chief Executive Officer is its chief operating decision maker. The Company’s Chief Executive Officer reviews financial information presented on a consolidated basis and in a consistent manner with that is included in the unaudited interim condensed consolidated statements of operations and comprehensive loss for purposes of assessing performance and making decisions on how to allocate resources. As the Company operates as one operating segment, all required segment financial information, such as revenues and significant operating expenses, is found in the accompanying unaudited interim condensed consolidated financial statements. For the periods presented, all of the Company’s long-lived assets were located in the United States, and all revenues from leasing of ASSURE© System devices to patients were earned in the United States. The accounting policies for segment reporting are the same as for the Company as a whole.

The chief operating decision maker utilizes the Company’s financial information such as net loss and comprehensive loss derived from revenues and operating expenses included in the Company forecast, performance metrics, and budget versus actual analyses for purposes of evaluating financial performance and how to best allocate resources when developing and reviewing the annual budget to achieve the Company’s long-term objectives. Significant expenses within loss from operations include cost of revenue, research and development expenses, and selling, general and administrative expenses, which are each separately presented on the Company’s unaudited interim condensed consolidated statements of operations and comprehensive loss.

Accounting Pronouncements Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances transparency and decision usefulness of income tax disclosures, primarily related to the income tax rate reconciliation and income taxes paid information. The guidance is effective for public business entities for annual reporting periods beginning after December 15, 2024. The Company does not anticipate a material impact to the required financial statement disclosure as a result of this ASU.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”), requiring disclosure in the notes to the financial statements for specified information about certain costs and expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027; however early adoption is permitted and can be applied either prospectively or retrospectively. The Company is evaluating the impact that this ASU will have on its financial statement disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), requiring election of a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods. The Company is evaluating the impact that this ASU will have on its financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), modernizing the accounting framework for internal-use software by eliminating the prior stage-based model and introducing a principles-based capitalization threshold. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact that this ASU will have on its financial statements and related disclosures.

The Company has reviewed other recent accounting pronouncements and concluded that they are either not applicable to the business, or that no material effect is expected on the unaudited interim condensed consolidated financial statements as a result of future adoption. No new accounting pronouncements were adopted during the six months ended October 31, 2025.

3. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following at:

	October 31, 2025		April 30, 2025
Prepaid software fees	$	1,304	$	1,387
Other current assets		1,355		1,693
Prepaid expenses and other current assets	$	2,659	$	3,080

4. Property and Equipment

Property and equipment consisted of the following at:

	October 31, 2025			April 30, 2025
Medical rental equipment	$	67,053		$	52,670
Test equipment		3,312			3,115
Office equipment and furniture		1,494			1,446
Leasehold improvements		919			919
Work in progress		919			635
Total property and equipment		73,697			58,785
Less: accumulated depreciation		(27,765	)		(23,955	)
Property and equipment, net	$	45,932		$	34,830

The Company recorded $2,372 and $1,869 of depreciation expense for the three months ended October 31, 2025 and 2024, respectively; and depreciation expense of $4,401 and $4,244 for the six months ended October 31, 2025 and 2024, respectively.

5. Leases

In June 2021, the Company amended its office lease that began on May 1, 2020 to expand the leased space, commencing on September 1, 2021. The amendment is subject to all terms and conditions of the original office lease agreement and were set to expire in April 2024. In October 2023, the Company amended the existing office lease to expire in April 2029. The Company has the option to renew for 3 or 5 years upon expiration of the extended term at prevailing market rates.

The October 2023 office lease amendment provided rent abatement from November 1, 2023 through April 30, 2024. The same amendment further provided a tenant improvement allowance of $943 to be used as rent abatement or tenant improvement reimbursement by June 2026, and $786 specifically for tenant improvement reimbursement. In August 2024, the Company amended its office lease to allow for two additional months of rent abatement and for the amount to be used specifically for tenant improvement reimbursement to be used for rent abatement or tenant improvements.

In February 2025, the Company further amended its office lease to expand the leased space, commencing on April 1, 2025.

In May 2025, the Company entered into a new lease agreement for an office in Texas, commencing on May 15, 2025. The lease is set to expire on May 31, 2026.

Operating lease expense was as follows for the periods below:

	Three Months Ended October 31,				Six Months Ended October 31,
	2025		2024		2025		2024
Operating lease expense	$	222	$	192	$	442	$	366
Variable lease expense		173		153		339		306
Total operating lease expense	$	395	$	345	$	781	$	672

Operating lease expense includes amortization and interest expense associated with operating lease right-of-use assets and liabilities. Variable lease expense includes payments related to taxes, insurance and maintenance costs as required by the lease.

Cash paid for operating leases was $997 and $333 for the six months ended October 31, 2025 and 2024, respectively.

The weighted average remaining lease term for the Company’s operating leases was 42 months as of October 31, 2025, and 48 months as of April 30, 2025. The weighted average discount rate used to calculate the net present value of the Company’s operating lease liabilities was 15.2% as of October 31, 2025 and April 30, 2025.

6. Accrued Liabilities

Accrued liabilities consisted of the following at:

	October 31, 2025		April 30, 2025
Bonuses and commissions	$	5,839	$	6,368
Other accrued liabilities		5,346		3,547
Paid time off		2,468		2,305
Professional services		1,398		1,141
Payroll and payroll taxes		443		468
Accrued liabilities	$	15,494	$	13,829

7. Long-Term Debt

On September 29, 2023, the Company entered into a Credit Agreement with a lender that provided a Senior Secured Delayed Draw Term Loan Facility (as amended, the “Term Loan 2024”) in an aggregate principal amount of up to $60.0 million and matures on September 29, 2028. Borrowings are made available in up to three tranches, the first of which is available upon closing of the agreement, which included committed equity funding of at least $75 million, and two follow on tranches of $7.5 million which became available before November 1, 2024, and February 1, 2025, dependent on upon achievement of revenue milestones of trailing twelve-month revenues of $50.0 million and $70.0 million, respectively. The Term Loan 2024 bears interest equal to the sum of Term Secured Overnight Financing Rate plus 7.25% for each interest period which is measured monthly and is payable on the last day of each fiscal quarter. Through March 31, 2025, the Company had the ability to pay-in-kind up to 2% of the payable interest. The Term Loan 2024 requires a minimum level of cash of $3.0 million and certain revenue thresholds based upon trailing twelve-month revenue results. The revenue covenant began to be measured on April 30, 2024.

On September 29, 2023, the Company drew an initial $45.0 million. In connection with the first draw, the Company incurred a 1% facility fee of the total available loan amount of $60.0 million upon the draw of the first tranche of $600 and legal fees of $1,753 for both the Company and the lender. The Company recognized the facility fee and legal fees as a discount of $1,765 to the Term Loan 2024 for the initial draw on the loan, and $588 as an Other long-term asset, for the remainder available to draw. Each of these will be amortized as interest expense over the term of the loan on a straight-line basis.

As of October 31, 2024, the Company determined that the revenue milestone related to the second tranche was not met and the third tranche was not probable of being achieved. As a result, the Company expensed the asset related to debt issuance costs and facility fees in the amount of $462.

In conjunction with the draw of the first tranche, West Affum LP issued a warrant to the lender to purchase up to 256,410 shares of West Affum LP’s common units at an exercise price of $17.55 per share. The fair value of the warrant was $1,632 and was recognized as a debt discount and as a capital contribution, and the debt discount is amortized over the term of the loan to interest expense.

On February 25, 2025, the Company amended the Term Loan 2024 facility to adjust the revenue milestones applicable to the debt covenants therein and amend the ability to draw additional loans under the third tranche to allow for the ability to draw an additional $15.0 million through July 31, 2026 upon the achievement of revenue of at least $60.0 million for any twelve consecutive month period prior to the third tranche borrowing date. As of October 31, 2025, the Company was in compliance with all financial covenants.

In connection with the IPO, the warrant issued to the lender on September 29, 2023 was cancelled and exchanged for a new warrant (the “2033 Warrant”) to purchase up to 325,847 Common Shares of Kestra Medical Technologies, Ltd. with an exercise price of $11.54. The 2033 Warrant expires on September 29, 2033. The 2033 Warrant is classified as a liability and is recorded as a discount to the Term Loan 2024. Upon the funding of additional amounts under the third tranche of Term Loan 2024, the Company will issue additional warrants to the lender exercisable for Common Shares with a value equal to 10% of the amount funded.

On September 4, 2025, the lender fully exercised the 2033 Warrant to purchase Common Shares on a cashless basis, resulting in the issuance of 100,397 Common Shares and the cancellation of the 2033 Warrant.

The Company’s long-term debt consisted of the following at:

	October 31, 2025			April 30, 2025
Term loan	$	45,000		$	45,000
Accumulated paid-in-kind interest applied to term loan balance		1,395			1,395
Less: unamortized debt issuance costs and debt discount		(4,522	)		(5,297	)
Total long-term debt	$	41,873		$	41,098

The Company recognized expenses related to the Term Loan 2024 as follows:

	Three Months Ended October 31,				Six Months Ended October 31,
	2025		2024		2025		2024
Cash interest expense	$	1,423	$	1,231	$	2,846	$	2,451
Amortization of the facility fee and legal fees		88		579		177		697
Amortization of the debt discount recognized in connection with the warrant		380		82		760		164
Interest expense paid-in-kind and applied to the Term Loan 2024 balance		—		234		—		467
Total expense recognized related to the Term Loan 2024	$	1,891	$	2,126	$	3,783	$	3,779

8. Fair Value Measurement

The following table presents the Company’s fair value hierarchy for its classified assets and liabilities measured at fair value on a recurring basis as of October 31, 2025 and April 30, 2025:

	Level 1		Level 2		Level 3
October 31, 2025
Assets
Cash and cash equivalents	$	175,424	$	—	$	—
Restricted cash		334		—		—
Total assets	$	175,758	$	—	$	—
Liabilities
Warrant liabilities		—		—		1,977
Total liabilities	$	—	$	—	$	1,977
April 30, 2025
Assets
Cash and cash equivalents	$	237,595	$	—	$	—
Restricted cash		334		—		—
Total assets	$	237,929	$	—	$	—
Liabilities
Warrant liabilities		—		—		8,097
Total liabilities	$	—	$	—	$	8,097

The Company classifies its money market funds, which are valued based on quoted market prices in active markets with no valuation adjustment, as cash and cash equivalents within the fair value hierarchy.

As of October 31, 2025 and April 30, 2025, the fair value of the long-term debt, net of discounts, approximated $48,330 and $47,330, respectively. The fair value of long-term debt was determined using quoted market prices, when available, or discounted cash flows based on various factors, including maturity schedules and current market rates. Long-term debt has been classified as Level 2 of the fair value hierarchy.

There were no transfers into or out of the Level 1, 2 or 3 fair value hierarchies during the six months ended October 31, 2025 and 2024.

Warrant Liabilities

As of October 31, 2025, the Company recorded warrant liabilities from issuance of warrants to the lender of the Term Loan 2024 in connection with the amendment on February 25, 2025. The warrant liabilities are based on significant inputs not observable in the market, which represent a Level 3 measurement within the fair value hierarchy. The Company’s valuation of the warrant liabilities utilized the Black-Scholes option-pricing model, which incorporates assumptions and estimates to value the warrants.

As of October 31, 2025, the quantitative elements associated with the Company’s Level 3 inputs impacting the fair value measurement of the warrant liabilities included the fair value per share of the underlying Common Shares, the remaining contractual term of the warrant, risk-free interest rate, expected dividend yield and expected volatility of the price of the underlying Common Shares. The expected volatility is derived from comparable public companies as the Company did not have sufficient trading history for the Company’s Common Shares. The change in fair value of warrant liability is included in other expense (income) within the unaudited interim condensed consolidated statements of operations and comprehensive loss.

The following table presents the significant inputs and assumptions used in the Black-Scholes option pricing model to determine the fair value of the warrant liabilities as of October 31, 2025 and April 30, 2025:

	October 31, 2025			April 30, 2025
Strike price	$	11.54		$	11.54
Expected term (in years)		7.92			8.42
Expected volatility		65	%		65.0	%
Risk free rate		3.89	%		4.21	%
Dividend yield		0.0	%		0.0	%

A reconciliation of the Level 3 liabilities is as follows:

Fair value of Level 3 liabilities as of April 30, 2025	$	8,097
Change in fair value of warrant liabilities		(2,065	)
Exercise of warrant		(4,055	)
Fair value of Level 3 liabilities as of October 31, 2025	$	1,977

9. Common Shares

The Company had 100,000,000 Common Shares authorized and 51,449,053 and 51,348,656 Common Shares issued and outstanding with a par value of $1.00 per Common Share as of October 31, 2025 and April 30, 2025, respectively. Each Common Share is entitled to one vote.

10. Redeemable Preferred Stock

In May 2022, Intermediate Holdings amended and restated its Memorandum and Articles of Association, according to which Intermediate Holdings’ existing share capital of 5,000,000 shares can upon the discretion of Intermediate Holdings be issued in the form of either common and/or preferred stock with a par value of $0.01 each. In May and July of 2024, Intermediate Holdings issued to West Affum LP a total of 103,400 shares of preferred stock for proceeds of $103,400. Following the Organizational Transactions, pre-existing interests in Intermediate Holdings, as well as non-controlling interests of its subsidiaries, were exchanged into Common Shares. Kestra Medical Technologies, Ltd. now directly owns 100% of Intermediate Holdings and indirectly owns 100% of each of Intermediate Holdings’ subsidiaries. There were no shares of preferred stock outstanding as of October 31, 2025 and April 30, 2025. Preferred stock issued is considered non-voting and is subject to a preferred dividend accrued daily with a set payment “yield” capped at 4.7% for issuances prior to April 30, 2023 and at 6.0% for issuances on or after May 1, 2023. No dividends were declared for the six months ended October 31, 2025 and 2024. Cumulative unpaid dividends were factored into the value of the preferred stock when exchanged for Common Shares of Kestra Medical Technologies, Ltd. in connection with the Organizational Transactions.

11. Non-Controlling Interest

In July 2024, West Affum Holdings Designated Activity Company (the “DAC”), a subsidiary of the Company, received a $17,100 investment from a third party (the “Investor”) in exchange for shares. The DAC sold the Investor 171 Class A redeemable ordinary shares (“Class A Redeemable Ordinary Shares”) of the DAC at a price per share equal to $100,000 for an aggregate cash purchase price of $17,100. Concurrently with the execution and delivery of the agreement governing the Investor’s investment into DAC, Intermediate Holdings entered into an agreement with the Investor and West Affum LP wherein, at the discretion of the Investor, the DAC’s Class A Redeemable Ordinary Shares held by the Investor can be exchanged into common stock of Intermediate Holdings, and subsequently exchanged into Class A Common Units of West Affum LP. The exchange ratio is calculated based on the DAC price per share of $100,000 and the Class A Common Unit price of $14.67 as of July 2024 which allows the Investor to exchange 171 DAC Class A Redeemable Ordinary Shares into 1,165,644.17 Class A Common Units of West Affum LP. In connection with the IPO, all Class A Redeemable Ordinary Shares were exchanged for common stock of Intermediate Holdings, which common stock were exchanged for common units of West Affum LP immediately after. West Affum LP contributed all of its Intermediate Holdings common stock to Kestra Medical Technologies, Ltd. for its Common Shares.

12. Equity Incentive Plan and Stock Based Compensation

Restricted Common Units and Restricted Shares

Certain directors and advisors of the Company were granted 17,149 shares of restricted common units of West Affum LP between September 1, 2022 and October 16, 2024, with a vesting period of 3 years. In connection with the IPO, the restricted common units converted into 23,899 restricted Common Shares of Kestra Medical Technologies, Ltd., subject to continued vesting under the original grant agreements. As of October 31, 2025, 19,916 and 3,983 of these Common Shares were vested and unvested, respectively. As of April 30, 2025, 11,950 and 11,950 were vested and unvested, respectively.

Certain directors and advisors of the Company were granted 35,787 shares of restricted Class A Common Units of West Affum LP between July 24, 2024 and November 3, 2024, with a vesting period of 3 years. In connection with the IPO, Class A Common Units were automatically exchanged into 45,479 restricted Common Shares of Kestra Medical Technologies, Ltd., subject to continued vesting under the directors’ original grant agreements. During the six months ended October 31, 2025, there were 18,795 restricted Common Shares vested. As of October 31, 2025, there were 23,822 and 21,657 shares of vested and unvested restricted Common Shares outstanding. As of April 30, 2025, there were 12,994 and 32,485 shares of vested and unvested restricted Common Shares outstanding.

Share-based compensation expense associated with restricted common units and restricted Common Shares is immaterial and recorded within selling, general and administrative expense.

In connection with the IPO, the Company entered into the 2025 Omnibus Incentive Plan to grant eligible individuals incentive equity awards, including stock options and restricted stock units. Stock option and restricted stock unit activity for the six months ended October 31, 2025 is as follows:

Stock Options

Stock Option activity for the six months ended October 31, 2025 is as follows:

	Number of options			Weighted average exercise price		Weighted average remaining contractual life (in years)		Aggregate intrinsic value (in thousands)
Balance at April 30, 2025		4,649,100		$	17.04		9.85	$	32,640
Forfeited		(88,200	)		17.34
Balance at October 31, 2025		4,560,900			17.04		9.35		47,342
Vested and Exercisable at October 31, 2025		1,658,100			17.07		9.35		17,211

As of October 31, 2025, unrecognized compensation cost for outstanding Stock Options was $20,057, with the weighted-average period over which this cost is expected to be recognized at

1.29

years. The aggregate intrinsic value of Stock Options is calculated as the difference between the exercise price of the Stock Options and the fair value of the Company’s Common Shares for those Stock Options that had exercise prices lower than the fair value of the Company’s Common Shares. The weighted average grant date fair value of Stock Options outstanding as of October 31, 2025 was $10.20 per share.

Restricted Stock Units

The 2025 Omnibus Incentive Plan also allows for the grants of restricted shares and restricted stock units. During the six months ended October 31, 2025, the Company granted restricted stock units which vest under three methods:

• Three-year service period restricted unit grants which vest one-third on each of the first, second and third anniversaries of the date of grant. The fair value of these restricted stock units is determined based upon the Company’s stock price on the date of grant and expensed over the service period.
• Performance-based restricted stock unit grants that vest after one year only if the Company has achieved curtained performance objectives as defined and approved by the Company’s Board of Directors. The fair value of the performance awards is determined based on the Company’s stock price at the date of grant and expensed over the performance period based on the probability of achieving the performance objectives. If such targets are not met or service is not rendered for the requisite service period, no compensation cost is recognized, and any recognized compensation cost in prior periods will be reversed.
• Market-based restricted stock units that have combined market conditions and service conditions for vesting, for which the Company uses the Monte Carlo valuation model to value equity awards (as of the date of grant). Compensation cost is not adjusted if the market condition is not met, as long as the requisite service is provided.

Restricted Stock Units

Restricted stock unit activity for the six months ended October 31, 2025 is as follows:

	Number of restricted units			Weighted average grant date fair value
Outstanding at April 30, 2025		—		$	—
Granted		2,251,618			16.26
Forfeited		(37,100	)		15.74
Outstanding at October 31, 2025		2,214,518		$	16.26

As of October 31, 2025, there was $32,843 of total unrecognized compensation cost related to unvested restricted units that is expected to be recognized over a weighted-average period of approximately

2.68

years. As of October 31, 2025, none of the restricted units were vested.

Performance Based Restricted Stock Units

During the six months ended October 31, 2025, the Company granted 395,589 performance-based restricted stock units that vest upon achieving curtained performance objectives. As of October 31, 2025, achievement of these performance objectives was deemed probable. The weighted average grant date fair value is $15.35.

As of October 31, 2025, there was $3,830 of total unrecognized compensation cost related to unvested performance-based restricted stock units that is expected to be recognized over a weighted-average period of approximately

0.50

years. As of October 31, 2025, none of the performance-based restricted stock units were vested.

Market Based Restricted Stock Units

During the six months ended October 31, 2025, the Company granted 197,794 market-based restricted stock units that vest upon achieving both market conditions and service conditions.

The Company estimated the fair value of the market-based restricted stock units granted using a Monte Carlo simulation model with the following assumptions:

	October 31, 2025
Expected volatility		54.0	%
Expected term	1.8 years
Risk free rate		3.95	%
Fair value of underlying common stock	$	16.46
Weighted average grant-date fair value per share	$	18.81

As of October 31, 2025, there was $3,180 of total unrecognized compensation cost related to unvested market-based restricted stock units that is expected to be recognized over a weighted-average period of approximately

1.71

years. As of October 31, 2025, none of the market-based restricted stock units were vested.

Share Based Compensation

The Company recorded share-based compensation in the following expense categories of its unaudited interim condensed consolidated statements of operations and comprehensive loss:

	Three Months Ended October 31,				Six Months Ended October 31,
	2025		2024		2025		2024
Research and development	$	1,087	$	44	$	1,542	$	88
Selling, general and administrative		7,566		1,078		11,690		1,411
Total share-based compensation expense	$	8,653	$	1,122	$	13,232	$	1,499

13. Income Taxes

The following table presents details of the provision for income taxes and effective tax rates:

	Three Months Ended October 31,						Six Months Ended October 31,
	2025			2024			2025			2024
Provision for income taxes	$	34		$	8		$	67		$	15
Effective tax rate		0.11	%		-0.03	%		0.11	%		-0.03	%

The Company is based in Bermuda and is a resident of Ireland for tax purposes. The Company has subsidiaries in the Cayman Islands, Ireland and the U.S. Under the current laws of Bermuda and the Cayman Islands, the Company is not subject to tax on income. However, the Company and its subsidiaries are subject to taxation in Ireland, the U.S. federal government, and various states. The Company accounts for the provision for income taxes in accordance with ASC 740, Income Taxes, which requires an estimate of the annual effective tax rate for the full year to be applied to the interim period, taking into account year-to-date amounts and projected results for the full year.

The Company’s effective tax rate varies from the statutory Irish tax rate due to the impact of the valuation allowance and the effect of state income taxes and research and development credits. The Company’s effective tax rate could fluctuate from quarter to quarter based on variations in the estimated and actual level of pre-tax income or loss by jurisdiction, changes in enacted tax laws and regulations, and changes in estimates regarding the realizability of deferred tax assets. As of October 31, 2025 and April 30, 2025, the Company provided a full valuation allowance against its net deferred tax assets that we believe, based on the weight of available evidence, are not more likely than not to be realized.

14. Commitments and Contingencies

From time to time, the Company may become involved in litigation relating to claims arising from the ordinary course of business. The Company considers the likelihood of loss or impairment of an asset, or the incurrence of a liability, as well as the ability to reasonably estimate the amount of loss, in determining loss contingencies. An estimated loss contingency is accrued when information available prior to issuance of the unaudited interim condensed consolidated financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the unaudited interim condensed consolidated financial statements, and the amount or range of loss can be reasonably estimated. Legal costs are expensed as incurred. Gain contingencies are not recognized until they are realized or realizable.

The Company enters into indemnification agreements with its officers and directors, and the Company’s certificate of incorporation and bylaws include similar indemnification obligations to its officers and directors. To date, there have been no claims under any indemnification provisions, therefore there is no accrual of such amounts as of October 31, 2025 and April 30, 2025. The Company is unable to determine the maximum potential impact of these indemnifications on the future results of operations.

Management believes that there are currently no other claims or actions pending against the Company where the ultimate disposition could have a material effect on the Company’s results of operations, financial condition or cash flows.

15. Defined Contribution Plan

The Company sponsors a defined contribution retirement savings plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “401(k) Plan”), for its full-time employees, which covers all eligible employees in the United States. The 401(k) Plan provides for matching and discretionary contributions by the Company. For the six months ended October 31, 2025 and 2024, matching and discretionary contributions by the Company totaled $1,025 and $766, respectively.

16. Net Loss Per Share Attributable to Common Shareholders

The Organizational Transactions represent a business combination between entities under common control under the principles of ASC Topic 805, Business Combinations. In connection with the Organizational Transactions, West Affum LP contributed its 105,808 shares of common stock in Intermediate Holdings for 19,885,382 Common Shares of Kestra Medical Technologies, Ltd. (“Exchange”). Under the principles of ASC 260, Earnings Per Share, the Exchange was applied retrospectively for purposes of calculating basic and diluted net loss per share. Other transactions that closed contemporaneously with the Organizational Transactions, including conversions of preferred stock, non-controlling interests, and equity awards were accounted for prospectively beginning on the date such transactions occurred, and were not given retrospective treatment as they changed the relative subordination characteristics of the securities owned by the respective holders after the effective date of the Organizational Transactions. Similarly, the shares issued upon the IPO and exercise of the underwriters’ overallotment option were accounted for prospectively beginning on the date such shares were issued and were not given retrospective treatment. The total number of outstanding shares disclosed on the face of the unaudited interim condensed consolidated balance sheets and unaudited interim condensed consolidated statements of changes in redeemable preferred stock and shareholders’ equity (deficit) represents the number of shares legally outstanding as of the latest unaudited interim condensed consolidated balance sheet date. This differs from the number of outstanding shares disclosed for basic and diluted net loss per share, which has been retrospectively adjusted for common shares outstanding but not yet vested.

Basic net loss per share attributable to common shareholders is calculated by dividing net loss by the weighted average number of Common Shares outstanding during the period and excludes any dilutive effects of employee share-based awards and warrants to purchase Common Shares. Diluted net loss per share attributable to common shareholders is computed giving effect to all potentially dilutive common shares, including common shares issuable upon vesting of share-based payment awards and/or upon exercise of the warrants. For the six months ended October 31, 2025 or 2024, the Company did not have any dilutive shares. For both periods presented, there is no difference in the number of shares used to compute basic and diluted shares outstanding due to the Company’s net loss position.

The following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders for the three and six months ended October 31, 2025 and 2024:

	Three Months Ended October 31,						Six Months Ended October 31,
	2025			2024			2025			2024
Numerator:
Net loss attributable to Kestra Medical Technologies, Ltd.	$	(32,785	)	$	(20,368	)	$	(58,611	)	$	(40,252	)
Undeclared preferred dividends		—			(3,323	)		—			(5,706	)
Net loss attributable to common shareholders	$	(32,785	)	$	(23,691	)	$	(58,611	)	$	(45,958	)
Denominator:
Weighted average shares of common share outstanding - basic and diluted		51,376,278			19,885,382			51,340,438			19,885,382
Net loss per share attributable to common shareholders - basic and diluted	$	(0.64	)	$	(1.19	)	$	(1.14	)	$	(2.31	)

The following potentially dilutive securities outstanding have been excluded from the computations of weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported (in common stock equivalent shares):

	As of October 31,
	2025		2024
Stock options		4,560,900		-
Warrants to purchase Common Shares		109,069		-
Restricted stock		25,640		57,429
Restricted stock units		2,214,518		-
Performance-based restricted stock units		395,589		-
Market-based restricted stock units		395,588		-
Total		7,701,304		57,429

17. Subsequent Event

Closing of Public Offering

On December 4, 2025, the Company completed a public underwritten offering and issued an aggregate of 6,900,000 common shares at a price of $23.00 per share, resulting in net proceeds to the Company of $149.2 million, after deducting underwriting discounts but before expenses paid by the Company. The aggregate number of common shares offered pursuant to the public offering included 900,000 common shares issued pursuant to the exercise in full of the underwriters’ option to purchase additional shares. The common shares were sold pursuant to an Underwriting Agreement, dated December 2, 2025, between the Company and BofA Securities, Inc., Piper Sandler & Co., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC as representatives of the underwriters named therein.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Management’s Discussion and Analysis of Financial Condition and Results of Operation should be read in conjunction with our unaudited interim condensed consolidated financial statements and the related notes to those statements included in this Quarterly Report and our audited consolidated financial statements and the related notes and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the fiscal years ended April 30, 2025 and 2024 included in our Annual Report. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under the sections entitled “Special Note Regarding Forward-Looking Statements” and Part II, Item 1A, ““Risk Factors” included in this Quarterly Report and in the sections entitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in our Annual Report.

Overview

We are a commercial-stage, wearable medical device and digital healthcare company focused on transforming patient outcomes in cardiovascular disease using monitoring and therapeutic intervention technologies that are intuitive, intelligent, and connected. We have developed and are commercializing our Cardiac Recovery System platform, a comprehensive and advanced system that integrates monitoring, therapeutic treatment, digital health, and patient support services into a single, unified solution. The cornerstone of our Cardiac Recovery System platform is the ASSURE WCD, a next generation WCD used to protect patients at an elevated risk of SCA. The ASSURE WCD automatically monitors elevated risk patients and, if needed, delivers a defibrillation shock to return the patient’s heart to normal rhythm. We believe the ASSURE WCD offers significant clinical and functional advantages, including greater patient compliance as a result of a major reduction in false alarms, enhanced comfort and improved wearability. In addition to the ASSURE WCD, our Cardiac Recovery System platform includes a comprehensive suite of fully integrated digital solutions and services that enable enhanced patient and provider engagement and oversight, with the objective of improving patient outcomes. We believe our Cardiac Recovery System platform has the potential to disrupt the large existing market and grow the under-penetrated addressable market.

We have been issued a Medicare Provider Number by the CMS, which enables us to bill Medicare for reimbursement for our ASSURE WCD as an accredited supplier to the extent the claim meets Medicare medical necessity and coverage requirements. We derive nearly all our revenue from the direct billing of various third-party payors, including Medicare, Medicaid, private payors and other healthcare-related organizations, for the lease of our ASSURE WCD to patients. We also bill patients for co-insurance payments and deductibles. As WCD therapy has existed for over 20 years in the United States, reimbursement codes are well-established, and WCDs are covered by Medicare, Medicaid and many private payors.

We outsource the manufacturing of our ASSURE WCD and all of its components to third-party suppliers, including contract manufacturers that manufacture garments, chargers, monitors, batteries, cables and various accessories for our ASSURE WCD. We believe that our contract manufacturing partners are recognized in their field for their competency to manufacture the respective components of our ASSURE WCD and have established quality systems that meet FDA requirements. We believe the manufacturers we currently utilize have sufficient capacity to meet our expansion requirements and can scale up their capacity to meet anticipated demand for our product for the foreseeable future.

Since our inception, we have devoted substantially all of our efforts to research and development, undertaking clinical trials, enabling manufacturing activities in support of our product development efforts, hiring personnel, organizing and staffing our company, performing business planning, establishing our intellectual property portfolio, building and expanding a commercial team to market our Cardiac Recovery System platform in the United States, and raising capital to support and expand such activities.

Our fiscal year ends on April 30 of each year. We incurred net losses of $32.8 million and $20.6 million for the three months ended October 31, 2025 and 2024, respectively. We incurred net losses of $58.6 million and $40.9 million for the six months ended October 31, 2025 and 2024, respectively. For the three months ended October 31, 2025, we generated revenue of $22.6 million, with a gross profit of $11.4 million, compared to revenue of $14.7 million, with a gross profit of $5.8 million, for the three months ended October 31, 2024. For the six months ended October 31, 2025, we generated revenue of $41.9 million, with a gross profit of $20.3 million, compared to revenue of $27.5 million, with a gross profit of $10.0 million, for the six months ended October 31, 2024. As of October 31, 2025, we had cash and cash equivalents balances of $175.4 million, and an accumulated deficit of $578.9 million.

From our inception to the consummation of the IPO, our operations were primarily funded by proceeds from capital contributions made by West Affum Holdings, L.P., our direct parent prior to the Organizational Transactions (as defined in Note 1, “The Company,” to our unaudited interim condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report), in the form of common stock and redeemable preferred stock, and borrowings under our Term Loan 2024 (as defined below). For more information, see “—Liquidity and Capital Resources—Sources of Liquidity”.

In the IPO, we issued and sold an aggregate of 13,664,704 common shares at an offering price to the public of $17.00 per share for net proceeds of $215.8 million, after deducting underwriting discounts and commissions, which includes the net proceeds from the underwriters’ exercise in full of the over-allotment option. The Organizational Transactions and IPO were completed on March 7, 2025 and the proceeds from the shares sold pursuant to the underwriters’ over-allotment option were received on March 14, 2025.

We have invested heavily in developing and commercializing our Cardiac Recovery System platform. We have also made significant investments in clinical studies to demonstrate the safety and effectiveness of our ASSURE WCD and to support applications for regulatory approvals. We have made and will continue to make significant investments to build our sales and marketing organization, and we intend to continue to increase the size of our commercial team to market our product in the United States. Based on our current operating plan, we believe that our existing cash and cash equivalents and cash generated from revenue transactions with customers will be sufficient to fund our operating and capital needs for at least the next 12 months. We may experience lower than expected cash generated from operating activities or greater than expected capital expenditures, cost of revenue or operating expenses and may require additional funding to execute on our growth plans, which may include future equity and debt financings. Adequate funding may not be available to us on acceptable terms or at all. Our failure to obtain sufficient funds on acceptable terms when needed could have a material and adverse effect on our business, financial condition, results of operations and prospects.

Key Factors Affecting Our Results of Operations and Performance

Factors that have impacted, and that we expect will continue to impact, our operating performance and results of operations include:

• Commercial Organization. We have made and continue to make significant investments in recruiting, training and retaining our direct sales force and supporting commercial infrastructure. Successfully recruiting and training additional commercial team members is required to achieve growth. We have in the past and expect in the future to enter into compensation arrangements with our commercial team that may include minimum guaranteed commissions.
• Gross Profit. Our results of operations will depend, in part, on our ability to increase our gross profit by more effectively managing our costs to build and deliver our ASSURE WCD and obtaining higher reimbursement realization due to improved market access and shifts in patient mix towards patients with longer wear duration. We expect supply chain efficiencies to result from higher volume purchases of components, and continued manufacturing process improvements.
• Payor Coverage and Revenue Cycle Management. Healthcare providers in the United States generally rely on third-party payors, principally Medicare, Medicaid and private payors, to cover and reimburse all or part of the cost of our product. The revenue we can generate from the lease of our ASSURE WCD depends in large part on the availability of reimbursement from such payors. A significant component of our operational efforts includes working with private payors to ensure positive coverage decisions for our product and investing in our revenue cycle management infrastructure to collect cash from payors.
• Seasonality. Our billings and collections efforts during January and February tend to be lower because of resetting annual patient healthcare insurance plan deductibles. In addition, as our business grows in the United States and any international markets we may enter into in the future, we may experience seasonality based on holidays, vacations and other factors.

Key Components of Our Results of Operations

The following discussion describes certain key components of our consolidated statement of operations.

Revenue

We received FDA approval for the commercialization of our ASSURE WCD on July 27, 2021 and fully commercially launched our ASSURE WCD in August 2022. We generate revenue by leasing our ASSURE WCD to patients for a fixed amount on a month-to-month basis. The lease payments generally consist of the contracted amounts based on reimbursement arrangements with third-party payors, comprising Medicare, Medicaid, private payors and other healthcare-related organizations, and patient payments. The patient has the right to cancel the lease at any time during the lease period. We recognize lease revenue over the term of the lease when collectability is probable. If collectability of the lease payments is not deemed to be probable, the lease revenue is limited to the lesser of the income that would have been recognized if collectability was probable or the lease payments collected. If the lease payments are not deemed to be probable at inception, lease revenue is recognized when cash payments are received. We expect that our revenue will continue to increase as the number of patients that use our product increases.

Cost of Revenue

Cost of revenue consist of direct material, labor and indirect costs related to the lease performance of our ASSURE WCD such as the cost of disposable WCD device components, depreciation expense of reusable medical rental equipment components, shipping and order fulfillment costs, as well as other indirect costs incurred to support the manufacture and medical rental equipment delivery to and ongoing support for the patient incurred in connection with providing our ASSURE WCD to patients. Overall expenditures for disposable components and reprocessing costs will increase as the number of patients receiving our ASSURE WCD increases and to a lesser extent, depreciation expense will increase as additional reusable ASSURE WCD components are purchased. However, depreciation expense as a percentage of cost of revenue is expected to decrease in the long run through economies of scale as we continue to grow our business. For additional information on how depreciation impacts our financial results, see Note 2, “Significant Accounting Policies” to our unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report.

Gross Profit

We calculate gross profit as revenue less cost of revenue. We expect our gross profit to increase as reimbursement realization increases due to improved market access and shifts in patient mix towards patients with longer wear duration, as well as supply chain efficiencies from higher volume purchases of components and manufacturing process improvements. In addition, as the number of patients we serve continues to increase, we expect the cost of fitting per patient to continue to decrease. However, gross profit may be negatively impacted by a number of factors, including increases in prices of materials and electronics components, labor rates, shipping rates, and inflation.

Research and Development Expenses

Research and development expenses consist of personnel expenses, including salaries, benefits and share-based compensation expense for product development personnel, prototype materials and other expenses related to the development of new products. We expense research and development expenses as they are incurred, although advanced payments that we make for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses and expensed as the related goods are delivered or the services are performed.

We expect our research and development expenses to decrease as a percentage of revenue for the foreseeable future as our revenue increases. We will continue to invest in research and development activities related to developing new products and services, further enhancing our products and services through introducing new extensions and enhancements, conducting clinical trials as necessary and preparing any new products and services for commercialization.

Selling, General and Administrative Expenses

Selling expenses consist primarily of personnel expenses, including salaries, commissions, bonuses, benefits, travel, and share-based compensation expense for sales, marketing and field clinical personnel, as well as investments in marketing initiatives to increase market awareness of our technology, including expenses related to travel, conferences, trade shows and consulting services.

General and administrative expenses consist primarily of personnel expenses, including salaries, benefits and share-based compensation expense for personnel in executive, finance, accounting, commercial operations, distribution costs, revenue cycle management, legal, human resources, IT and administrative functions. General and administrative expenses also include direct or allocated expenses for rent and maintenance of facilities and insurance, not otherwise included in research and development expenses, selling expenses, or cost of revenue, as well as professional fees for legal, patent and consulting services. We expect expenses related to revenue cycle management to increase at higher rates than other types of general and administrative expenses as this function will continue to grow as the volume increases.

We expect that our overall selling, general and administrative expenses will increase in the foreseeable future as we increase our headcount to support the continued growth of our business. We also anticipate incurring additional expenses associated with operating as a public company, including increased expenses related to audit, legal, regulatory, compliance, director and officer insurance, investor and public relations, and tax-related services associated with maintaining compliance with the rules and regulations of the SEC and standards applicable to companies listed on a national securities exchange. These expenses may further increase when we no longer qualify as an “emerging growth company” under the JOBS Act, which will require us to comply with certain reporting requirements from which we are currently exempt. However, we expect overall general and administrative expenses to decrease as a percentage of revenue primarily as, and to the extent, our revenue grows.

Interest and Other Expense (Income)

Interest and other expense (income) consists of cash and non-cash components. The cash component of interest expense (income) is attributable to borrowings under our term loan as well as interest received from various interest-bearing bank accounts. The non-cash component consists of interest expense recognized from the amortization of debt discounts, debt issuance costs and warrant fair value adjustments.

Provision for Income Taxes

To date, we have recorded a limited amount of United States federal and state income state expense. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income, carryback opportunities and tax planning strategies in making the assessment. We believe it is more likely than not that we will not realize the benefits of these deductible differences and have applied a full valuation allowance against them.

Results of Operations for the Three and Six Months Ended October 31, 2025 and 2024

The following tables set forth our results of operations for the three and six months ended October 31, 2025 and 2024. We have derived the data for the three and six months ended October 31, 2025 and 2024 from our unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report. This information should be read in conjunction with our unaudited interim condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report. The results for historical periods are not necessarily indicative of the results of operations for any future period, and our interim results are not necessarily indicative of the results to be expected for the full year.

	Three Months Ended October 31,
(in thousands)	2025			2024			Change		% Change
Revenue	$	22,565		$	14,710					53	%
Cost of revenue		11,141			8,880					25	%
Gross profit		11,424			5,830					96	%
Operating expenses:
Research and development		4,878			3,509					39	%
Selling, general and administrative		38,301			21,455					79	%
Total operating expenses		43,179			24,964					73	%
Loss from operations		(31,755	)		(19,134	)		)		66	%
Other expense (income):
Interest expense		1,901			2,317			)		(18	%)
Interest income		(1,796	)		(878	)		)		105	%
Other expense (income)		891			40					2128	%
Net loss before provision for income taxes		(32,751	)		(20,613	)		)		59	%
Provision for income taxes		34			8					325	%
Net loss and comprehensive loss		(32,785	)		(20,621	)		)		59	%
Net loss attributable to non-controlling interest		—			(253	)				(100	%)
Net loss and comprehensive loss attributable to Kestra Medical Technologies, Ltd.		(32,785	)		(20,368	)		)		61	%
Less: Undeclared preferred stock dividends		—			3,323			)		(100	%)
Net loss attributable to common shareholders, basic and diluted	$	(32,785	)	$	(23,691	)		)		38	%

All values are in US Dollars.

	Six Months Ended October 31,
(in thousands)	2025			2024			Change		% Change
Revenue	$	41,937		$	27,492					53	%
Cost of revenue		21,661			17,462					24	%
Gross profit		20,276			10,030					102	%
Operating expenses:
Research and development		8,878			6,913					28	%
Selling, general and administrative		72,029			40,682					77	%
Total operating expenses		80,907			47,595					70	%
Loss from operations		(60,631	)		(37,565	)		)		61	%
Other expense (income):
Interest expense		3,814			4,191			)		(9	%)
Interest income		(3,962	)		(915	)		)		333	%
Other expense (income)		(1,939	)		88			)		(2303	%)
Net loss before provision for income taxes		(58,544	)		(40,929	)		)		43	%
Provision for income taxes		67			15					347	%
Net loss and comprehensive loss		(58,611	)		(40,944	)		)		43	%
Net loss attributable to non-controlling interest		—			(692	)				(100	%)
Net loss and comprehensive loss attributable to Kestra Medical Technologies, Ltd.		(58,611	)		(40,252	)		)		46	%
Less: Undeclared preferred stock dividends		—			5,706			)		(100	%)
Net loss attributable to common shareholders, basic and diluted	$	(58,611	)	$	(45,958	)		)		28	%

All values are in US Dollars.

Comparison of the Three and Six Months Ended October 31, 2025 and 2024

Revenue

Revenue for the three months ended October 31, 2025 increased by $7.9 million, or 53%, compared to the three months ended October 31, 2024. Revenue growth was primarily driven by a 54% increase in the number of patients using our products while reimbursement rates remained consistent.

Revenue for the six months ended October 31, 2025 increased by $14.4 million, or 53%, compared to the six months ended October 31, 2024. Revenue growth was primarily driven by a 53% increase in the number of patients using our products while reimbursement rates remained consistent.

Cost of Revenue

Cost of revenue for the three months ended October 31, 2025 increased by $2.3 million, or 25%, compared to the three months ended October 31, 2024. The increase in cost of revenue was primarily driven by a $1.4 million increase in the cost of disposable medical equipment supplies and equipment reconditioning, which were directly attributable to an increase in the number of patients using our product, a $0.9 million increase in depreciation expense due to an increased number of systems and equipment in use, and a $0.3 million increase in other costs, partially offset by a $0.4 million decrease in depreciation expense from increased useful lives of our components.

Cost of revenue for the six months ended October 31, 2025 increased by $4.2 million, or 24%, compared to the six months ended October 31, 2024. The increase in cost of revenue was primarily driven by a $3.2 million increase in the cost of disposable medical equipment supplies and equipment reconditioning, which were directly attributable to an increase in the number of patients using our product, a $1.0 million increase in depreciation expense due to an increased number of systems and equipment in use, a $0.3 million increase in reserve for lost or damaged equipment, and a $0.4 million increase in other costs, partially offset by a $0.7 million decrease in depreciation expense from increased useful lives of our components.

Gross Profit

Gross profit for the three months ended October 31, 2025 increased by $5.6 million, or 96%, compared to the three months ended October 31, 2024. The increase in gross profit was primarily due to growth in our total revenue. The increase in gross profit was also driven by a decrease in cost of revenues per patient by 20% for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, due to further improvements in the utilization of our rental pool of medical equipment and lower disposable costs driven by volume and implementation of manufacturing cost improvement programs, and longer useful lives of our medical rental equipment components.

Gross profit for the six months ended October 31, 2025 increased by $10.2 million, or 102%, compared to the six months ended October 31, 2024. The increase in gross profit was primarily due to growth in our total revenue. The increase in gross profit was also driven by a decrease in cost of revenues per patient by 20% for the six months ended October 31, 2025 compared to the six months ended October 31, 2024, due to further improvements in the utilization of our rental pool of medical equipment and lower disposable costs driven by volume and implementation of manufacturing cost improvement programs, and longer useful lives of our medical rental equipment components.

Research and Development Costs

Research and development costs for the three months ended October 31, 2025 increased by $1.4 million, or 39%, compared to the three months ended October 31, 2024. The increase was primarily driven by a $1.1 million increase in share-based compensation expense and a $0.2 million increase in contractor costs.

Research and development costs for the six months ended October 31, 2025 increased by $2.0 million, or 28%, compared to the six months ended October 31, 2024. The increase was primarily driven by a $1.5 million increase in share-based compensation expense and a $0.4 million increase in contractor costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended October 31, 2025 increased by $16.8 million, or 79%, compared to the three months ended October 31, 2024. The increase was primarily driven by a $12.0 million increase in personnel expenses such as salaries, benefits and share-based compensation, resulting from an increase in headcount to support commercial growth, a $1.6 million increase in legal, accounting, professional service fees, and insurance related to our transition to a public company, a $0.9 million increase in commercial support costs including contractors and external recruitment costs, a $0.8 million increase in travel and entertainment expenses due to an increase in headcount, a $0.5 million increase related to shipping and logistics costs, a $0.4 million increase related to conference fees, a $0.3 million increase related to increased software licensing fees driven by increased headcount, and a $0.2 million increase in other training costs.

Selling, general and administrative expenses for the six months ended October 31, 2025 increased by $31.3 million, or 77%, compared to the six months ended October 31, 2024. The increase was primarily driven by a $21.2 million increase in personnel expenses such as salaries, benefits and share-based compensation, resulting from an increase in headcount to support commercial growth, a $3.1 million increase in legal, accounting, professional service fees, and insurance related to our transition to a public company, a $1.7 million increase in commercial support costs including contractors and external recruitment costs, a $1.5 million increase in travel and entertainment expenses due to an increase in headcount, a $1.2 million increase in commercial training costs, a $0.9 million increase related to shipping and logistics costs, a $0.7 million increase related to increased software licensing fees driven by increased headcount, and a $0.5 million increase related to conference fees.

Interest and Other Expense (Income)

Interest expense for the three months ended October 31, 2025 decreased by $0.4 million compared to the three months ended October 31, 2024. The decrease was primarily driven by a decrease in debt discount amortization.

Interest expense for the six months ended October 31, 2025 decreased by $0.4 million compared to the six months ended October 31, 2024. The decrease was primarily driven by a decrease in debt discount amortization.

Interest income for the three months ended October 31, 2025 increased by $0.9 million compared to the three months ended October 31, 2024. The increase was due to interest income received from various interest-bearing bank accounts as a result of higher account balances.

Interest income for the six months ended October 31, 2025 increased by $3.0 million compared to the six months ended October 31, 2024. The increase was due to interest income received from various interest-bearing bank accounts as a result of higher account balances.

Other expense (income) for the three months ended October 31, 2025 increased by $0.9 million compared to the three months ended October 31, 2024. The increase was primarily due to an increase in the fair value of the warrant liability.

Other expense (income) for the six months ended October 31, 2025 decreased by $2.0 million compared to the six months ended October 31, 2024. The decrease was primarily due to the addition of the warrant liability.

Provision for Income Taxes

For each of the three and six months ended October 31, 2025 and 2024, the tax provision was less than $0.1 million, which was primarily related to state tax liabilities in the United States.

Liquidity and Capital Resources

Since inception, we have devoted substantially all our efforts to research and development, undertaking clinical trials, enabling manufacturing activities in support of our product development efforts, hiring personnel, organizing and staffing our company, performing business planning, establishing our intellectual property portfolio, building and expanding a commercial team to market our Cardiac Recovery System platform in the United States, and raising capital to support and expand such activities. We have incurred net losses in each year since inception and expect to continue to incur net losses in the foreseeable future. Our net loss and comprehensive loss were $32.8 million and $20.6 million for the three months ended October 31, 2025 and 2024, respectively. Our net loss and comprehensive loss were $58.6 million and $40.9 million for the six months ended October 31, 2025 and 2024, respectively. As of October 31, 2025, we had an accumulated deficit of $578.9 million. For the six months ended October 31, 2025 and 2024, we generated negative operating cash flows of $44.6 million and $35.6 million, respectively.

As of October 31, 2025 and April 30, 2025, our principal sources of liquidity consisted of $175.4 million and $237.6 million of cash and cash equivalents, respectively. Based on our current operating plan, we believe that our existing cash and cash equivalents, which includes the net proceeds from our IPO, as well as cash generated from revenue transactions with customers, will be sufficient to fund our operating and capital needs for at least the next 12 months.

On December 4, 2025, the Company completed a public underwritten offering and issued an aggregate of 6,900,000 common shares at a price of $23.00 per share, resulting in net proceeds to the Company of $149.2 million, after deducting underwriting discounts but before expenses paid by the Company. The aggregate number of common shares offered pursuant to the public offering included 900,000 common shares issued pursuant to the exercise in full of the underwriters’ option to purchase additional shares. The common shares were sold pursuant to an Underwriting Agreement, dated December 2, 2025, between the Company and BofA Securities, Inc., Piper Sandler & Co., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC as representatives of the underwriters named therein.

Funding Requirements and Contractual Obligations

We have incurred significant operating losses and negative cash flows driven by substantial research and development expenses as well as our large investment in our fleet of ASSURE WCDs and building our commercial organization. Our operations have focused on developing products, establishing our intellectual property portfolio, marketing our product and staffing the Company to support continued growth. Our primary use of cash has been to fund operating expenses, which comprise research and development expenses, and costs of building the commercial team and necessary infrastructure to support our growth. Cash used to fund our operating expenses is impacted by the timing of when we pay for such expenses.

We obtained the PMA for our ASSURE WCD from the FDA on July 27, 2021 and fully commercially launched our ASSURE WCD in August 2022. We will continue to scale the business and therefore expect operating losses to continue. Based on our current operating plan, we believe that our existing cash and cash equivalents, which includes the net proceeds from our IPO, as well as cash generated from revenue transactions with customers, will be sufficient to fund our operating and capital needs for at least the next 12 months. We may experience lower than expected cash generated from operating activities or greater than expected capital expenditures, cost of revenue or operating expenses and may require additional funding to execute on our growth plans, which may include future equity and debt financings. Our assessment of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks and uncertainties.

Our future obligations primarily consist of our debt obligations. From our inception to the consummation of the IPO, our operations were primarily funded by proceeds from our capital contributions made by West Affum Holdings, L.P., our direct parent prior to the Organizational Transactions, borrowings under our Term Loan 2024 and our revenues. We expect our cash generation from operations and future ability to refinance or secure additional equity or financing to be sufficient to repay our outstanding debt obligations. As of October 31, 2025, the outstanding principal amount under the Term Loan 2024 was approximately $45.0 million. For further information, see Note 7, “Long-Term Debt,” to our unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report.

Sources of Liquidity

As of October 31, 2025, we had cash and cash equivalents and restricted cash balances of $175.4 million and an accumulated deficit of $578.9 million.

On December 4, 2025, the Company completed a public underwritten offering and issued an aggregate of 6,900,000 common shares at a price of $23.00 per share, resulting in net proceeds to the Company of $149.2 million, after deducting underwriting discounts but before expenses paid by the Company. The aggregate number of common shares offered pursuant to the public offering included 900,000 common shares issued pursuant to the exercise in full of the underwriters’ option to purchase additional shares. The common shares were sold pursuant to an Underwriting Agreement, dated December 2, 2025, between the Company and BofA Securities, Inc., Piper Sandler & Co., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC as representatives of the underwriters named therein.

In May and July of 2024, we received $103.4 million in cash from West Affum Holdings, L.P. in return for the issuance of redeemable preferred stock as described in Note 10, “Redeemable Preferred Stock,” to our unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report. Additionally, in July 2024, one of our subsidiaries received $17.1 million from a third-party investor in return for redeemable shares of the subsidiary.

On September 29, 2023, we entered into a Credit Agreement with Perceptive Credit Holdings IV, LP, as administrative agent, which provides for a senior secured delayed draw term loan facility in an aggregate principal amount of up to $60.0 million (“Term Loan 2024”). The Term Loan 2024 matures on September 29, 2028. Borrowings under the Term Loan 2024 are made available in up to three tranches, the first of which is available upon closing of the Term Loan 2024 and two follow-on tranches of $7.5 million which would have become available before November 1, 2024 and February 1, 2025, dependent upon achievement of revenue milestones of trailing twelve month revenues of $50.0 million and $70.0 million, respectively. We did not meet the revenue milestone required to draw on the November 1, 2024 follow-on tranche of the Term Loan 2024. As of October 31, 2024, we determined it was not likely that we would meet the revenue milestone required to draw on the February 1, 2025 tranche of the Term Loan 2024. As a result, we expensed the asset related to debt issuance costs and facility fees in the amount of $0.5 million. The Term Loan 2024 bears interest on outstanding balances of Term SOFR plus a margin of 7.25% per annum. All interest is due and payable quarterly in arrears.

On September 29, 2023, we drew the initial $45.0 million under the Term Loan 2024. In conjunction with the draw of the first tranche, West Affum Holdings, L.P. issued a warrant to the lender to purchase up to 256,410 shares of West Affum Holdings, L.P.’s common units at an exercise price of $17.55 per share. The fair value of the warrant was $1.6 million and recognized as a debt discount and as a capital contribution, and the debt discount was amortized over the term of the loan to interest expense.

On February 25, 2025, we entered into the Second Amendment to Credit Agreement and Guaranty, by and among Kestra Medical Technologies, Inc., the Company, the guarantors party thereto, the lenders party thereto and Perceptive Credit Holdings IV, LP, as administrative agent (the “Second Amendment to Credit Agreement”) which amended the Term Loan 2024 to adjust the revenue milestones set forth in the Term Loan 2024 and to amend our ability to draw on additional funds. Under the Second Amendment to Credit Agreement, an additional $15.0 million term loan draw is available to us through July 31, 2026 upon achievement of a twelve-month trailing revenue run rate of $60.0 million. In connection with the Second Amendment to Credit Agreement and the IPO, the warrant issued to Perceptive Credit Holdings IV, LP on September 29, 2023 was cancelled and replaced with the 2033 Warrant to purchase up to 325,847 of our common shares with an exercise price of $11.54 per share. On September 4, 2025, Perceptive Credit Holdings IV, LP fully exercised the 2033 Warrant to purchase Common Shares on a cashless basis, resulting in the issuance of 100,397 Common Shares and the cancellation of the 2033 Warrant.

For further information, see Note 7, “Long-Term Debt,” to our unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report and our consolidated financial statements for the fiscal years ended April 30, 2025 and 2024 included in the Annual Report.

Cash Flows

The following table presents a summary of our cash flows from operating activities, investing activities and financing activities for the periods indicated:

	Six Months Ended October 31,
(in thousands)	2025			2024
Net cash used in operating activities	$	(44,617	)	$	(35,555	)
Net cash used in investing activities		(15,652	)		(11,454	)
Net cash provided by (used in) financing activities		(1,902	)		115,678
Increase (decrease) in cash, cash equivalents and restricted cash	$	(62,171	)	$	68,669

Cash Flows from Operating Activities

For the six months ended October 31, 2025, cash used in operating activities was $44.6 million, which primarily consisted of a net loss of $58.6 million and a net decrease of $5.3 million in operating assets and liabilities, offset by $19.3 million in net non-cash charges. The net change in our operating assets and liabilities consisted of changes in account receivables of $3.5 million, accounts payable of $2.4 million, disposable medical equipment supplies of $0.6 million, and operating lease liabilities of $0.3 million, partially offset by prepaid expenses and other current assets of $1.0 million and accrued liabilities of $0.5 million. The non-cash charges primarily consisted of share-based compensation expense of $13.2 million, depreciation and amortization of $4.4 million, provision for uncollectible accounts receivable of $1.2 million, amortization of debt discounts and issuance costs of $0.9 million, reserve for lost equipment and supplies of $0.9 million, loss on disposal of property and equipment of $0.6 million, and non-cash lease expense of $0.1 million, partially offset by change in fair value of warrant liability of $2.1 million.

For the six months ended October 31, 2024, cash used in operating activities was $35.6 million, which primarily consisted of a net loss of $40.9 million and a net decrease of $4.1 million in operating assets and liabilities, offset by a net increase of $9.4 million in non-cash charges. The net change in our operating assets and liabilities was primarily due to changes in accounts receivable of $4.5 million, disposable medical equipment supplies of $1.1 million, accounts payable of $0.3 million, and prepaid expenses and other current assets of $0.1 million, partially offset by changes in accrued liabilities of $1.8 million, and operating lease liabilities of $0.1 million. The non-cash charges primarily consisted of depreciation and amortization expense of $4.2 million, share-based compensation expense of $1.5 million, provision for uncollectible accounts receivable of $1.1 million, amortization of debt discounts and issuance costs of $0.9 million, loss on disposal of property and equipment of $0.6 million, reserve for lost equipment and supplies of $0.5 million, interest paid-in-kind of $0.5 million related to the Term Loan 2024, and non-cash lease expense of $0.2 million .

Cash Flows from Investing Activities

For the six months ended October 31, 2025, cash used in investing activities was $15.7 million, which primarily consisted of $15.4 million of purchases of property and equipment such as medical rental equipment, computer hardware, test equipment and other research and development activities, and leasehold improvements, and $0.3 million of deposits paid for medical rental equipment.

For the six months ended October 31, 2024, cash used in investing activities was $11.5 million, which primarily consisted of purchases of property and equipment such as medical rental equipment, computer hardware, test equipment and other research and development activities, and leasehold improvements.

Cash Flows from Financing Activities

For the six months ended October 31, 2025, cash used in financing activities was $1.9 million, which primarily consisted of payments of equity offering costs.

For the six months ended October 31, 2024, cash provided by financing activities was $115.7 million, which primarily consisted of proceeds from the issuance of redeemable preferred stock of $103.4 million and $17.1 million in proceeds from issuance of stock to non-controlling interests. The increase in cash provided by financing activities was offset by equity issuance costs of $3.2 million and deemed dividend payments of $1.6 million.

Off-Balance Sheet Arrangements

As of October 31, 2025, we have two irrevocable standby letters of credit issued by Silicon Valley Bank, a division of First Citizens Bank, that total $0.1 million related to our office leases and Cash Pledge Agreement of $0.2 million as collateral for the Company credit card program. We did not have any other obligations, assets or liabilities that would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial agreements involving assets.

Critical Accounting Policies and Significant Management Estimates

Our management’s discussion and analysis of our financial condition and results of operations are based on our unaudited interim condensed consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The preparation of our consolidated financial statements and related disclosures requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs and expenses and related disclosures. We base our estimates on historical experience, known trends and events and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ materially from these estimates under different assumptions or conditions, could have a material impact on the Company’s business, financial condition, results of operations and prospects.

Information about our significant accounting policies and how estimates are involved in the preparation of our financial statements are described in our Annual Report filed with the SEC on July 17, 2025. See also Note 2 to our unaudited interim condensed consolidated financial statements elsewhere in this Quarterly Report. There have been no material changes in our significant accounting policies and estimates since our Annual Report.

Emerging Growth Company and Smaller Reporting Company Status

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act. We will remain an emerging growth company until the earliest to occur of (i) the last day of the fiscal year that follows the fifth anniversary of the completion of our IPO; (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion; (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer,” as defined in Rule 12b-2 under the Exchange Act, which will occur when the market value of our common shares held by non-affiliates exceeds $700.0 million as of the most recently completed second quarter; and (iv) the date on which we have issued more than $1 billion in non-convertible debt over a three-year period.

Pursuant to the JOBS Act, an emerging growth company is provided the option to adopt new or revised accounting standards that may be issued by the Financial Accounting Standards Board or the SEC either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. We have elected to take advantage of the exemption for complying with new or revised accounting standards within the same time periods as private companies. Accordingly, the information contained herein may be different than the information you receive from other public companies.

We have elected to take advantage of some of the reduced regulatory and reporting requirements of emerging growth companies pursuant to the JOBS Act so long as we qualify as an emerging growth company, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, and reduced disclosure obligations regarding executive compensation.

We are also a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Exchange Act. We may continue to be a smaller reporting company for so long as either (1) the market value of our common shares held by non-affiliates is less than $250.0 million as of the last business day of our most recently completed second fiscal quarter or (2) our annual revenue was less than $100.0 million during the most recently completed fiscal year and the market value of our common shares held by non-affiliates is less than $700.0 million as of the last business day of our most recently completed second quarter. Any loss of our status as a smaller reporting company takes effect in the first quarter after the fiscal year in which we cease to qualify as a smaller reporting company. To the extent that we continue to qualify as a smaller reporting company at the time we cease to qualify as an emerging growth company, we will continue to be permitted to make certain reduced disclosures in our periodic reports and other documents that we file with the SEC. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

Recently Adopted and Issued Accounting Pronouncements

Recently issued accounting pronouncements are described in Note 2 to our unaudited interim condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes to our market risk during the six months ended October 31, 2025. For a discussion of our market risk, refer to our quantitative and qualitative disclosures about market risk set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective as of October 31, 2025, because of the material weaknesses in our internal control over financial reporting described below.

Material Weaknesses in Internal Control over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

We did not design and maintain an effective control environment commensurate with our financial reporting requirements. Specifically, we lacked a sufficient complement of resources in the accounting, finance and IT functions to appropriately analyze, record and disclose accounting matters timely and accurately. This material weakness contributed to the following additional material weaknesses.

We did not design and maintain effective controls to ensure the financial statements were properly presented and classified for certain non-routine or complex transactions. Specifically, we did not design and maintain controls to appropriately account for the classification of selling, general and administrative expenses, paid-in-kind interest, restricted cash, right of use lease assets, and the cash flow presentation of leases. This material weakness resulted in immaterial audit adjustments to the aforementioned accounts, which were recorded in previous years, prior to the issuance of the consolidated financial statements.

We did not design and maintain effective controls to verify personnel would not have the ability to prepare and post manual journal entries or review account reconciliations without an independent review by someone without the ability to prepare and post manual journal entries. This material weakness did not result in adjustments to the consolidated financial statements.

Additionally, these material weaknesses could result in a misstatement of substantially all of the financial statement accounts and disclosures that would result in a material misstatement to our annual or interim consolidated financial statements that would not be prevented or detected.

We did not design and maintain effective controls over IT general controls for information systems that are relevant to the preparation of our consolidated financial statements. Specifically, we did not design and maintain: (i) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate Company personnel; (iii) computer operations controls to ensure that data backups are authorized and monitored; and (iv) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements.

These IT deficiencies did not result in adjustments to our consolidated financial statements; however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected. Accordingly, we have determined these deficiencies in the aggregate constitute a material weakness.

Remediation Plans

We continue to make progress towards remediating these material weaknesses. These remediation measures are ongoing as of the date of this Form 10-Q and include: hiring additional personnel, such as financial planning and accounting, compliance, information technology, and other professionals with appropriate levels of knowledge and experience; engaging third parties to assist with technical accounting and in designing and implementing controls related to period-end financial reporting, segregation of duties and IT general controls; designing and implementing controls to properly present and classify non-routine or complex transactions; and enhancing IT governance processes.

We continue to evaluate current and projected resource needs on a regular basis, hire additional qualified resources as needed and have engaged third parties and other professionals to assist with the resolution of IT general controls and governance processes. Our ability to maintain qualified and adequate resources to support the Company and our projected growth will be a critical component of our internal control environment.

The material weaknesses will not be considered remediated until management completes the design and implementation of the measures described above and the controls operate for a sufficient period of time and management has concluded, through testing, that these controls are effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act during the quarter ended October 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Disclosure Controls and Procedures and Internal Control over Financial Reporting

Our management team, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives. The effectiveness of any systems of controls is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to completely eliminate all potential for misconduct. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in any cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Item 6. Exhibits.

Exhibit<br><br>Number	Description
3.1	Certificate of Incorporation (previously filed as Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-284807) filed on February 10, 2025 and incorporated herein by reference).
3.2	Memorandum of Association (previously filed as Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-284807) filed on February 10, 2025 and incorporated herein by reference).
3.3	Amended and Restated Bye-laws of the Registrant (previously filed as Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-42549) filed on March 7, 2025 and incorporated herein by reference).
3.4	Certificate of Deposit of Memorandum of Increase of Share Capital (previously filed as Exhibit 3.2 to the Current Report on Form 8-K (File No. 001-42549) filed on March 7, 2025 and incorporated herein by reference).
10.1+	Employment Agreement, dated as of October 17, 2025, between Kestra Medical Technologies, Inc. and Timothy Moran
31.1*	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
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* Filed herewith.

• Includes a management contract or compensatory plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Kestra Medical Technologies, Ltd.
Date: December 11, 2025	By:	/s/ Brian Webster
		Brian Webster
		President and Chief Executive Officer
Date: December 11, 2025	By:	/s/ Vaseem Mahboob
		Vaseem Mahboob
		Chief Financial Officer

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This employment agreement (the “Agreement”), dated as of October 17, 2025, is between Kestra Medical Technologies, Inc., a Delaware corporation (“Kestra Inc.”) and Timothy Moran (the “Executive”).

WITNESSETH

WHEREAS, Kestra Inc. desires to (i) employ the Executive as the Chief Business Officer of Kestra Inc., and its ultimate parent company, Kestra Medical Technologies, Ltd., a Bermuda corporation (“Kestra Ltd.”), and the subsidiaries of Kestra Ltd. (Kestra Ltd. and its subsidiaries, collectively, the “Company”) and (ii) pay all of the Executive’s compensation described in this Agreement; and

WHEREAS, Kestra Inc. and the Executive desire to enter into this Agreement as to the terms of the Executive’s employment.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

• POSITION AND DUTIES.

• During the Employment Term (as defined in Section 2 hereof), the Executive shall be employed by Kestra Inc., by itself and on behalf of the Company, as the Chief Business Officer of the Company, reporting to the Chief Executive Officer of the Company. In this capacity, the Executive shall have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other executive duties, authorities and responsibilities as may reasonably be assigned to the Executive by the Chief Executive Officer of the Company. The Executive’s principal place of employment with shall be at the Executive’s home in North Falmouth, Massachusetts; provided, that the Executive will be required to travel from time to time on Company business during the Employment Term (as defined below), with an expectation of significant as-needed presence in the Company headquarters in the Seattle, Washington metropolitan area.

• During the Employment Term, the Executive shall devote all of the Executive’s business time, energy, business judgment, knowledge and skill and the Executive’s reasonable best efforts to the performance of the Executive’s duties with the Company, provided that the foregoing shall not prevent the Executive from (i) serving on the boards of directors of non-profit organizations, (ii) serving on the boards of directors of public or private companies with the consent of the Company’s Chief Executive Officer, (iii) participating in charitable, civic, educational, professional, community or industry affairs, and (iv) managing the Executive’s passive personal investments so long as such activities in the aggregate do not violate any provision set forth in Exhibit A hereto, interfere or conflict with the Executive’s duties hereunder or create a business or fiduciary conflict.

• EMPLOYMENT TERMS. Kestra Inc. agrees to employ the Executive pursuant to the terms of this Agreement, and the Executive agrees to be so employed, for a term (the “Initial Term”) commencing upon November 3, 2025, or such other date as mutually agreed by the Executive and Kestra Inc. (the “Effective Date”) and ending on the third anniversary of the Effective Date. At the end of the Initial Term and on each anniversary of the last day of the Initial Term, the term of the Executive’s employment under this Agreement shall be automatically extended for successive one-year periods, provided, however, that either party hereto may elect not to extend such term of employment by giving written notice to the other party at least ninety (90) days prior to any such anniversary date. Notwithstanding the foregoing, the Executive’s employment hereunder may be earlier terminated in accordance with Section 7 hereof, subject to Section 8 hereof. The period of time between the Effective Date and the termination of the Executive’s employment hereunder shall be referred to herein as the “Employment Term.”

• BASE SALARY. During the Employment Term the Executive will be entitled to a base salary at an annual rate of not less than $490,000, payable in accordance with the regular payroll practices of Kestra Inc. Commencing in fiscal year 2027, the Executive’s base salary shall be subject to review by the Board of Directors of the Company (the “Board”) (or a committee thereof). The annual base salary as determined herein and adjusted from time to time shall constitute “Base Salary” for purposes of this Agreement.

• ANNUAL BONUS. The Executive shall be eligible for a discretionary cash performance bonus (an “Annual Bonus”) in respect of each fiscal year that ends during the Employment Term. The Executive’s targeted Annual Bonus for a fiscal year shall equal 60% of the Executive’s highest Base Salary for such fiscal year (the “Target Bonus”). The Executive’s Annual Bonus for a fiscal year (other than the fiscal year ending on April 30, 2026) shall be based on the attainment of performance goals established by the Board during the first quarter of the fiscal year. For the fiscal year ending April 30, 2026, the Executive shall be guaranteed a pro-rata portion of his Target Bonus (based on the actual number of calendar days the Executive has worked in the fiscal year) paid at the target amount. Annual Bonuses shall be determined by the Board after the end of the applicable fiscal year. Annual Bonuses shall be paid to the Executive by Kestra Inc. at the same time annual bonuses are paid to other senior executives of the Company, subject to continued employment at the time of payment (except as provided in Section 8).

• INCENTIVE AWARDS.

• SIGNING AWARD. Promptly following the Effective Date, subject to Board approval, the Executive will receive a sign-on equity award under the Kestra Technologies, Ltd. 2025 Omnibus Incentive Plan (the “Equity Plan”), covering shares of the Company having a fair market value intended to be equal to approximately $1,800,000 on the date of grant, comprised twenty-five percent (25%) of time-based restricted stock units, fifty percent (50%) of performance-based restricted stock units that vest based on revenue targets and twenty-five (25%) of performance-based restricted stock units based on relative total shareholder return, in each case, subject to the terms and conditions of the applicable award agreements.

• ANNUAL AWARD. The Executive shall be eligible to participate in and receive annual equity awards under the Equity Plan beginning in fiscal year 2027 when annual awards are granted to executives of the Company generally. Any such annual grants shall cover shares of the Company having a fair market value equal to approximately $1,800,000 as of the date of grant, and be subject to the terms and conditions of the applicable award agreement.

• EMPLOYEE BENEFITS.

• BENEFIT PLANS. During the Employment Term, the Executive shall be entitled to participate in any employee benefit plan that the Company or any of its directly or indirectly controlled subsidiaries (each an “Affiliate”) has adopted or may adopt, maintain or contribute to and which benefits any of the senior executives of the Company or any Affiliate, on a basis no less favorable than that applicable to any such senior executives, subject to satisfying the applicable eligibility requirements. The Executive’s participation in any such employee benefit plan shall be subject to the terms of the applicable plan documents and generally applicable Company policies.

• VACATIONS. During the Employment Term, the Executive shall be entitled to such amount of paid vacation per calendar year in accordance with Kestra Inc.’s policies applicable to senior executives as in effect from time to time.

• BUSINESS EXPENSES. Upon presentation of reasonable substantiation and documentation as Kestra Inc. may specify from time to time, the Executive shall be reimbursed in accordance with Kestra Inc.’s expense reimbursement policies as in effect from time to time, for all reasonable out-of-pocket business expenses incurred and paid by the Executive during the Employment Term and in connection with the performance of the Executive’s duties hereunder.

• TERMINATION. The Executive’s employment and the Employment Term shall terminate on the first of the following to occur:

• DISABILITY. Upon ten (10) days’ prior written notice by Kestra Inc. to the Executive of termination due to Disability. For purposes of this Agreement, “Disability” shall be defined as the inability of the Executive to have performed the Executive’s material duties hereunder due to a physical or mental injury, infirmity or incapacity, which inability shall continue for one hundred and twenty (120) consecutive days or for one hundred eighty (180) days (including weekends and holidays) in any 365-day period as determined by the Board in its reasonable discretion. The Executive shall cooperate in all respects with Kestra Inc. if a question arises as to whether the Executive has become disabled (including, without limitation, submitting to reasonable examinations by one or more local medical doctors and other local health care specialists, in either case expert in the medical field relating to the potential Disability, as reasonably selected by Kestra Inc. and authorizing such medical doctors and other health care specialists to discuss the Executive’s condition with Kestra Inc.).

• DEATH. Automatically upon the date of death of the Executive.

• CAUSE. Immediately upon written notice by Kestra Inc. to the Executive of a termination for Cause. “Cause” shall mean the Executive’s (i) continued failure to perform any portion of his duties or the Executive’s continued failure to follow the lawful directives of the Board or any executive to whom the Executive reports that are consistent with the Executive’s position in the Company, (ii) misconduct or negligence, (iii) indictment for, or conviction of, a felony (including a plea of nolo contendere), (iv) negligent performance of his duties, (v) breach of the terms of this Agreement, (v) violation of the Company’s written policies regarding ethical business practices or any other violation of any written policy of the Company or any of its Affiliates, (vii) an act of theft, embezzlement, fraud or misappropriation of or in respect of the Company’s property, or (viii) continued failure to cooperate in any audit or investigation of financial or business practices of the Company, or (ix) breach of any of the restrictive covenants set forth in Exhibit A hereto or in any other written agreement between the Executive and the

• Company and/or its Affiliates that causes material and demonstrable harm to the Company and that is not cured within ten (10) days of written notice from the Board (a “Covenant Violation”).

• WITHOUT CAUSE. Immediately upon written notice by Kestra Inc. to the Executive of an involuntary termination without Cause (other than for death or Disability).

• GOOD REASON. Upon written notice by the Executive to Kestra Inc. of a termination for Good Reason. “Good Reason” shall mean the occurrence of any of the following events, without the express written consent of the Executive, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification by the Executive to Kestra Inc. of the occurrence of one of the reasons set forth below: (i) the material diminution in the Executive’s position, duties or authorities, (ii) the Executive’s title being demoted below Chief Business Officer of the Company, (iii) a ten percent (10%) or more reduction in Base Salary or Target Bonus, or (iv) the consummation of a Change in Control (as defined in the Company’s Equity Plan). The Executive shall provide Kestra Inc. with a written notice detailing the specific circumstances alleged to constitute Good Reason within ninety (90) days of the occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company’s thirty (30)-day correction period described above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived by the Executive.

• WITHOUT GOOD REASON. Upon ninety (90) days’ prior written notice by the Executive to Kestra Inc. of the Executive’s voluntary termination of employment without Good Reason (which Kestra Inc. may, in its sole discretion, make effective earlier than any notice date).

• CONSEQUENCES OF TERMINATION.

• DEATH OR DISABILITY. In the event that the Executive’s employment and the Employment Term ends on account of the Executive’s death or due to the Executive’s Disability, the Executive or the Executive’s estate, as the case may be, shall be entitled to the following (with the amounts due under Sections 8(a)(i) through 8(a)(v) hereof to be paid, unless otherwise provided below, within sixty (60) days following termination of employment, or such earlier date as may be required by applicable law):

• if such termination occurs following the twelve (12)-month anniversary of the Effective Date, a pro-rata Annual Bonus for the fiscal year of the termination determined by multiplying (x) the Annual Bonus the Executive would otherwise have earned for the fiscal year (based on the achievement of performance objectives established thereunder and without the use of negative discretion to reduce amounts that would otherwise have been earned), times (y) a fraction, the numerator of which is the days the Executive was employed in such fiscal year and the denominator of which is the number of days in such year;

• any unpaid Base Salary through the date of termination;

• any Annual Bonus earned but unpaid with respect to the fiscal year ending on or preceding the date of termination;

• reimbursement for any unreimbursed business expenses incurred through the date of termination;

• payment in respect of any accrued but unused vacation time in accordance with Kestra Inc. policy; and

• all other payments, benefits or fringe benefits to which the Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement (collectively, Sections 8(a)(ii) through 8(a)(vi) hereof shall be hereafter referred to as the “Accrued Benefits”).

• TERMINATION FOR CAUSE OR WITHOUT GOOD REASON OR AS A RESULT OF EXECUTIVE’S NON-RENEWAL OF THE EMPLOYMENT TERM. If the Executive’s employment is terminated (x) by Kestra Inc. for Cause, (y) by the Executive without Good Reason, or (z) due to the Executive’s non-renewal of the Employment Term, Kestra Inc. shall pay to the Executive the Accrued Benefits (other than the benefits described in Section 8(a)(iii) hereof).

• TERMINATION WITHOUT CAUSE OR FOR GOOD REASON OR AS A RESULT OF KESTRA INC.’S NON-RENEWAL OF THE EMPLOYMENT TERM. If the Executive’s employment by Kestra Inc. is terminated (x) by Kestra Inc. other than for Cause pursuant to Section 7(d) hereof (y) by the Executive for Good Reason, or (z) due Kestra Inc.’s non-renewal of the Employment Term, Kestra Inc. shall pay or provide the Executive with the following, subject to the provisions of this Section 8(c), and Sections 9, 10, and of 25 hereof:

• the Accrued Benefits;

• subject to the Executive’s not engaging in a Covenant Violation or a material breach of Section 12 hereof that is not cured within fifteen (15) days of written notice from the Board (a “Material Cooperation Violation”), the Executive shall be entitled to an amount equal to (x) if such termination occurs on or prior to the twelve (12)-month anniversary of the Effective Date, the Executive’s Base Salary or (y) if such termination occurs following the twelve (12)-month anniversary of the Effective Date, one (1) times the sum of (A) Executive’s Base Salary and (B) his Target Bonus (such amount in (x) or (y), as applicable, the “Severance Amount”), in each case, paid in equal monthly installments for a period of twelve (12) months following such termination; provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (as defined below), any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and

• subject to (A) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), (B) the Executive’s continued copayment of premiums at the same level and cost to the Executive as if the Executive were an employee of Kestra Inc. (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), and (C) the Executive’s not engaging in a Covenant Violation or a Material Cooperation Violation, continued participation in Kestra Inc.’s group health plan (to the extent permitted under applicable law) which covers the Executive (and his eligible dependents) for a period of one (1) year following such termination (with the Severance Amount, the “Severance Payments”), provided that if Kestra Inc.’s group health plan is self-insured, Kestra Inc. will report to the appropriate tax authorities

• taxable income to the Executive equal to the portion of the deemed cost of such participation (based on applicable COBRA rates) not paid by the Executive; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by Kestra Inc. under this Section 8(c)(iii) shall immediately cease.

Payments and benefits provided in this Section 8(c) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

• CODE SECTION 280G.

• Change in Control. In the event that any payment that is either received by the Executive or paid by Kestra Inc. on the Executive’s behalf or any property, or any other benefit provided to the Executive under the Agreement or under any other plan, arrangement or agreement with the Company or any other person whose payments or benefits are treated as contingent on a change of ownership or control of the Company (or in the ownership of a substantial portion of the assets of the Company) or any person affiliated with the Company or such person (but only if such payment or other benefit is in connection with the Executive’s employment by Kestra Inc.) (collectively the “Kestra Inc. Payments”), would be subject to the tax imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) (the “Excise Tax”), then the Executive will be entitled to receive either (A) the full amount of the Kestra Inc. Payments, or (B) a portion of the Kestra Inc. Payments having a value equal to $1 less than three (3) times the Executive’s “base amount” (as such term is defined in Section 280G(b)(3)(A) of the Code), whichever of clauses (A) and (B), after taking into account applicable federal, state, and local income taxes and the Excise Tax, results in the receipt by the Executive, on an after-tax basis, of the greatest portion of the Kestra Inc. Payments. Any reduction of the Kestra Inc. Payments pursuant to the foregoing shall occur in the following order: (A) any Severance Payments or cash severance payable by reference to the Executive’s Base Salary or Annual Bonus; (B) any other cash amount payable to the Executive; (C) any benefit valued as a “parachute payment;” and (D) acceleration of vesting of any equity award.

• Accountants. Any determination required under this Section 8(d) shall be made in writing by the independent public accountants of the Company, whose determination shall be conclusive and binding for all purposes upon Kestra Inc. and the Executive. For purposes of making any calculation required by this Section 8(d), such accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code.

• OTHER OBLIGATIONS. Upon any termination of the Executive’s employment with Kestra Inc., the Executive shall promptly resign from any other position as an officer, director or fiduciary of the Company and any Affiliate.

• RELEASE; NO MITIGATION; NO SET-OFF. Any and all amounts payable and benefits or additional rights provided pursuant to this Agreement beyond the Accrued Benefits shall only be payable if the Executive delivers to the Company and does not revoke a general

• release of claims in favor of the Company. Such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following termination.

• RESTRICTIVE COVENANTS.

• The Executive acknowledges and agrees that this Agreement aligns the Executive’s interests with the Company’s long-term business interests, and as a condition to Kestra Inc.’s willingness to enter into this Agreement, the Executive agrees to abide by the terms set forth in Exhibit A, which Exhibit A is deemed to be part of this Agreement as if fully set forth herein. The Executive acknowledges and agrees the restrictive covenants set forth on Exhibit A are reasonable and enforceable in all respects. By entering into this Agreement, the Executive agrees to be bound, and promises to abide, by the terms set forth in Exhibit A and expressly acknowledges and affirms that this Agreement would not be granted to the Executive if the Executive had not agreed to be bound by such provisions.

• PERMITTED DISCLOSURES.

• Notwithstanding anything to the contrary contained herein, no provision of this Agreement or any other agreement with or policy of the Company or its Affiliates (including for the avoidance of doubt, any employment agreement the Executive may have with the Company or its Affiliates) will be interpreted so as to impede the Executive (or any other individual) from (A) making any disclosure of relevant and necessary information or documents in any action, investigation or proceeding relating to this Agreement, or as required by law or legal process, including with respect to possible violations of law, (B) participating, cooperating or testifying in any action, investigation or proceeding with, or providing information to, any governmental agency, legislative body or any self-regulatory organization, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, Congress, any agency Inspector General, the Department of Justice, the Equal Employment Opportunity Commission, or the National Labor Relations Board, (C) accepting any Securities and Exchange Commission awards or similar recoveries for the provision of information to other governmental agencies, (D) making other disclosures under the whistleblower provisions of federal law or regulation, (E) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that the Executive has reason to believe is unlawful, or (F) exercising any rights the Executive may have under Section 7 of the National Labor Relations Act. In addition, nothing in this Agreement or any other agreement or policy of the Company or its Affiliates prohibits or restricts the Executive from initiating communications with, or responding to any inquiry from, any administrative, governmental, regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation. The Executive does not need the prior authorization of the Company or its Affiliates to make any such reports or disclosures to any administrative, governmental, legislative, regulatory or supervisory authority or self-regulatory organization, and the Executive will not be required to notify the Company or its Affiliates that such reports or disclosures have been made.

• Pursuant to 18 U.S.C. § 1833(b), the Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the Company or its Affiliates that (A) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to the Executive’s attorney and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If the Executive files a lawsuit for retaliation by the Company or its Affiliates for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s attorney and use the trade secret

• information in the court proceeding, if the Executive files any document containing the trade secret under seal and does not disclose the trade secret except under court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section.

• COOPERATION. Upon the receipt of reasonable notice from the Company (including through outside counsel), the Executive agrees that while employed by Kestra Inc. and thereafter (to the extent it does not materially interfere with the Executive’s employment or other business activities after employment by Kestra Inc.), the Executive will respond and provide information with regard to matters in which the Executive has knowledge as a result of the Executive’s employment with Kestra Inc., and will provide reasonable assistance to the Company, the Affiliates and their respective representatives in defense of all claims that may be made against the Company or the Affiliates, and will assist the Company and the Affiliates in the prosecution of all claims that may be made by the Company or the Affiliates, to the extent that such claims may relate to the period of the Executive’s employment with Kestra Inc.. The Executive also agrees to promptly inform the Company (to the extent that the Executive is legally permitted to do so) if the Executive is asked to assist in any investigation of the Company or the Affiliates (or their actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company or Affiliates with respect to such investigation, and shall not do so unless legally required.

• EQUITABLE RELIEF AND OTHER REMEDIES. The Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 11 (as set forth in Exhibit A hereto) hereof or Section 12 hereof would be inadequate and, in recognition of this fact, the Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available (without the necessity of posting bond). In the event of a Covenant Violation or a Material Cooperation Violation by the Executive, any Severance Payments and other severance being paid to the Executive pursuant to this Agreement or otherwise shall immediately cease.

• NO ASSIGNMENTS. This Agreement is personal to each of the parties hereto. Except as provided in this Section 14 hereof, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto. Kestra Inc. shall assign this Agreement to any successor to all or substantially all of the business and/or assets of Kestra Inc., provided that Kestra Inc. shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Kestra Inc. would be required to perform it if no such succession had taken place, and provided that Kestra Inc. agrees to perform such obligations if such successor fails to do so in a timely manner. As used in this Agreement, “Kestra Inc.” shall mean Kestra Inc. and any successor to all or substantially all of its business and/or assets, which assumes and agrees to perform the duties and obligations of the Kestra Inc. under this Agreement by operation of law or otherwise.

• NOTICES. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile or electronic mail, (c) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following

• the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

At the address (or to the facsimile number) shown in the books and records of the Company.

If to Kestra Inc.:

Kestra Medical Technologies, Inc.

3933 Lake Washington Blvd NE, Suite 200 Kirkland, WA 98033

Attention: Brian Webster

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

• SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between the terms of this Agreement (including the Exhibits hereto) and any form, award, plan or policy of Kestra Inc., the terms of this Agreement shall govern and control.

• SEVERABILITY. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

• COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

• INDEMNIFICATION. Kestra Inc. hereby agrees to indemnity the Executive and hold the Executive harmless to the fullest extent allowable under applicable law against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including attorney’s fees, and the advancement of such fees subject to any legally required repayment undertaking), losses, and damages resulting from the Executive’s performance of the Executive’s duties and obligations with the Company. This obligation shall survive the termination of the Executive’s employment with Kestra Inc..

• LIABILITY INSURANCE. Kestra, Inc. shall cover the Executive under directors’ and officers’ liability insurance both during and, while potential liability exists, after the Employment Term in the same amount and to the same extent as Kestra Inc. covers its other officers and directors.

• GOVERNING LAW. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Delaware (but not including any choice of law rule thereof that would cause the laws of another jurisdiction to apply).

• DISPUTE RESOLUTION. The parties agree that any other dispute between the parties shall be resolved only in the Court of Chancery of the State of Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or the Executive’s employment by Kestra Inc. or any affiliate, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Delaware state court or, to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Executive or Kestra Inc. may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EXECUTIVE’S EMPLOYMENT BY KESTRA INC. OR ANY AFFILIATE OF KESTRA INC., OR THE EXECUTIVE’S OR KESTRA INC.’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the Executive’s or Kestra Inc.’s address as provided in Section 15 hereof, and (e) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware. Each party shall be responsible for its own legal fees incurred in connection with any dispute hereunder.

• MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer or director as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes any and all prior agreements or understandings between the Executive and Kestra Inc. with respect to the subject matter contained herein, whether written or oral, including, without limitation, that certain offer letter by and between the Executive and Kestra Inc., dated as of August 26, 2025. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter have been made by either party which are not expressly set forth in this Agreement.

• REPRESENTATIONS; ACTIONS BY PRIOR EMPLOYERS. The Executive represents and warrants to Kestra Inc. that the Executive is not a party to any agreement or understanding, whether written or oral, and is not subject to any restriction (including, without limitation, any non-competition restriction from a prior employer), which, in either case, could prevent the Executive from entering into this Agreement or performing all of the Executive’s duties and obligations hereunder. The Executive understands that the foregoing representations are a material inducement to Kestra Inc. entering into this Agreement, and to the extent that either of such representations is untrue in any material respect at any time or for any reason, this Agreement shall be voidable by Kestra Inc. such that the parties hereunder shall be relieved of all of their respective duties and obligations hereunder. If any prior employer of the Executive, or any affiliate of any such prior employer, challenges the Executive’s right to enter into this Agreement and to

• perform all of the Executive’s obligations hereunder (whether by action against the Executive, Kestra Inc. and/or an Affiliate), Kestra Inc. (on behalf of itself and all Affiliates) and the Executive each agree to use their reasonable best efforts to defend against such challenge.

• TAX MATTERS.

• WITHHOLDING. Kestra Inc. may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

• SECTION 409A COMPLIANCE.

• The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and Kestra Inc. of the applicable provision without violating the provisions of Code Section 409A. Any such modification shall require the written consent of the Executive. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A; provided that Kestra Inc. makes any modification reasonably requested by the Executive in accordance with the second sentence of this Section 25(b)(i).

• A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 25(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

• To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for

• reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

• For purposes of Code Section 409A, the Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of Kestra Inc..

• COMPANY RECOUPMENT OF COMPENSATION. The Executive’s

rights with respect to compensation hereunder shall in all events be subject to (a) any right that the Company may have under the Kestra Medical Technologies, Ltd. Clawback Policy, as well as any other Company recoupment policy or other agreement or arrangement with the Executive, and (b) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission or any other applicable law.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

KESTRA MEDICAL TECHNOLOGIES, INC.
By:	/s/ Brian Webster
	Name: Brian Webster
	Title: Chief Executive Officer
EXECUTIVE
	/s/ Timothy P. Moran
Timothy Moran

[Employment Agreement Signature Page]

Exhibit A

RESTRICTIVE COVENANT AGREEMENT

Kestra Medical Technologies, Inc. (the “Company”) and Timothy Moran (the “Executive”) recognize it is important that the Company protect its rights with respect to its confidential business and product information, inventions, and customer relationships without unduly impairing the Executive’s ability to pursue his profession. The Company and the Executive also recognize that the Company provides valuable training to the Executive, entrusts the Executive with confidential information, business and customer relationships and goodwill, and compensates the Executive to support, develop, administer, maintain, promote, market and sell Company products.

Accordingly, the Executive enters into this agreement (the “Agreement”) in consideration, of (i) the Executive’s employment with the Company pursuant to that certain Employment Agreement by and between Executive and the Company, dated as of the date hereof (as amended from time to time, the “Employment Agreement”), and (ii) additional good and valuable consideration as set forth in the Employment Agreement, which the Executive acknowledges is sufficient consideration for the promises in this Agreement.

• Definitions. The terms defined in this Section 1 shall have the following meanings as set forth in this Agreement:

• “Company Customer” means any customer, client or other business relation who or which the Executive was introduced to, had business contact with or learned Confidential Information regarding during Executive’s employment with the Company Group.

• “Company Group” means the Company and all of its subsidiaries, and their successors and assigns, that exist or may exist during all or any portion of the time this Agreement is in effect.

• “Company Product” means any goods, products, or product lines (a) that the services the Executive (or persons under the Executive’s management, direction or supervision) performed for the Company Group related to, directly or indirectly, during the last one (1) year in which the Executive was employed by the Company Group, including without limitation services in the areas of research, design, development, production, manufacture, marketing, promotion, sales, or business, technical, regulatory or systems research, analysis, planning or support relating to such goods, products, or product lines, or (b) with respect to which the Executive at any time received or otherwise obtained or learned Confidential Information.

• “Competitive Product” means goods, products, product lines or services, and each and every component thereof, developed, designed, produced, manufactured, marketed, promoted, sold, supported, serviced, or that are in development or the subject of research by anyone other than the Company Group or its affiliates that are the same or similar, perform any of the same or similar functions, may be substituted for, or are intended or used for any of the same purposes as a Company Product.

• “Competitive Research and Support” means any research, development, analysis, planning or support services of any kind or nature, including without limitation theoretical and applied research, or business, technical, regulatory or systems research, analysis, planning or support, for a Conflicting Organization that is intended for, or may be useful in, assisting, improving or enhancing any aspect of the development, design, production, manufacture, marketing, promotion, sale, support or service of a Competitive Product.

• “Confidential Information” means any information relating to the Company Group’s or any affiliate’s business, including a formula, pattern, compilation, program, device, method, technique, system, plan, or process, that the Executive learns or develops during the course of the Executive’s employment by or provision of services to the Company Group that derives independent economic value from not being generally known, or readily ascertainable by proper means, by other persons who can obtain economic value from its disclosure or use. Confidential Information includes but is not limited to trade secrets and Inventions and, without limitation, may relate to research; development; experiments; clinical investigations; clinical trials; clinical and product development results and data; engineering; product specifications; computer programs; computer software; hardware configurations; manufacturing processes; compositions; algorithms; know-how; methods; machines; management systems and techniques; strategic plans; long-range plans; operating plans; organizational plans; financial plans; financial models; financial projections; nonpublic financial information; business, financial, planning, and strategic systems and methods; operating systems; information systems; acquisition and divestiture goals, plans, strategies or targets; regulatory strategies, plans and approaches; quality control systems and techniques; patent and intellectual property strategies, plans and approaches; vendor and customer data; sales volumes; pricing strategies; sales and marketing plans and strategies; contracts and bids; and any business management techniques that are being planned or developed, utilized or executed by the Company Group.

• “Conflicting Organization” means any person (including the Executive) or entity, and any parent, subsidiary, partner or affiliate (regardless of their legal form) of any person or entity, that engages in, or is preparing to become engaged in, the development, design, production, manufacture, promotion, marketing, sale, support or service of a Competitive Product or in Competitive Research and Support.

• “Invention” means any and all inventions, discoveries, ideas, processes, writings, works of authorship, designs, developments and improvements, whether or not protectable under the applicable patent, trademark or copyright statutes, generated, conceived or reduced to practice by the Executive, during or not during work hours, alone or in conjunction with others, while employed by or providing services to the Company Group related to the business of the Company Group or to any reasonable expansion of such business, or resulting from the Executive’s work or services for the Company Group.

  Exhibit A-2

• “Restricted Territory” means each country, province, state, city, or other political subdivision in the United States in which the Company Group (i) is engaged in business, or (ii) otherwise distributes, licenses or sells Company Products, in each case while the Executive is employed or engaged by the Company Group and in each case, in which the Executive provided services or had a material presence or influence during the last two (2) years of his employment with the Company Group.

• No Right to Employment or Engagement. The parties agree that either party may terminate the Executive’s employment or engagement at any time for any or no reason, with or without notice. This Agreement is ancillary to at-will employment and does not purport to include all of the terms of, or supersede, that relationship.

• Training, Confidential Information and Goodwill.

• Goodwill. The Executive acknowledges that the Company Group owns the goodwill in the Executive’s relationships with Company Customers that the Executive maintains or develops in the course and scope of the Executive’s employment by or engagement with the Company Group. If the Executive owned goodwill in customer relationships when the Executive commenced employment or engagement with the Company Group, the Executive assigns any and all such goodwill to the Company Group, and the Company Group shall become the owner of such goodwill.

• The Executive’s Use of Training, Business and Customer Relationships, Goodwill and Confidential Information. The Company Group agrees to provide the Executive with valuable training and to entrust the Executive with such of the Company Group’s valuable business and customer relationships, goodwill and Confidential Information as is necessary for the Executive to discharge the Executive’s duties. The Executive agrees to use such valuable training and to continue to develop such relationships, goodwill and Confidential Information solely and exclusively for the Company Group’s benefit.

• Fiduciary Duties. The Executive agrees that the Executive shall treat all Confidential Information, training, business and customer relationships, and goodwill entrusted to the Executive by the Company Group as a fiduciary, and the Executive accepts and undertakes all of the obligations of a fiduciary, including good faith, trust, confidence and candor, and the Executive agrees to use such training and to maintain, protect and develop Confidential Information, business and customer relationships, and goodwill solely and exclusively for the benefit of the Company Group.

• Company Group Property. All documents, information and property provided to the Executive by the Company Group for use in connection with the Executive’s employment, or created by the Executive in the course and scope of the Executive’s employment by the Company Group, are the property of the Company Group and shall be held by the Executive as a fiduciary on behalf of the Company Group. Upon termination of the Executive’s employment to or engagement with the Company Group, the Executive shall return promptly to the Company, without the requirement of a prior demand by the Company, all such documents, information and property, together with all copies, recordings, abstracts, notes, reproductions or

  Exhibit A-3

• electronic versions of any kind made from or about the documents and things or the information they contain.

• Nondisclosure. Subject to Sections 7.8 and 7.9, the Executive agrees not to use or disclose any Confidential Information to or for the benefit of anyone other than the Company Group and its affiliates, either during or after employment, for as long as the information retains the characteristics described in Section 1.6. This provision is intended to govern any disclosure outside of the Company Group or its affiliates.

• Restrictions.

• Restrictions on Competition. The Executive agrees that while employed by the Company Group, and for twelve (12) months after the last day the Executive is employed or engaged by the Company Group, or, to the extent the Executive breaches a fiduciary duty owed to the Company Group or commits an unlawful taking of Company Property, the twenty-four (24) month period thereafter (the “Noncompete Period”), the Executive will not, within the Restricted Territory, be employed or engaged by or otherwise perform services for, lend the Executive’s name or assistance to, invest in, manage, or control, a Conflicting Organization in connection with or relating to a Competitive Product or Competitive Research and Support, in each case, in any capacity in which the Executive would provide the same or similar services that the Executive provided to the Company Group during the last two (2) years of the Executive’s employment with the Company Group. Notwithstanding anything to the contrary in this Section 4.1, the post-termination portion of the Noncompetition Period shall not apply if the Company Group terminates the employment of the Executive without Cause or because of a layoff. For this purpose, “Cause” means, in addition to “Cause” as defined in the Employment Agreement, a reasonable and good faith basis for the Company Group to be dissatisfied with the Executive’s job performance, conduct, or behavior.

• Prohibition on Solicitation of Company Group Employees. The Executive agrees that at all times while employed by the Company Group, and for one (1) year thereafter (the “Nonsolicitation Period”), the Executive will not solicit, cause to be solicited, or participate in or promote the solicitation of any person to terminate that person’s employment or engagement with the Company Group or to breach any agreement that person has with the Company Group.

• Post-Employment Disclosure. In the event the Executive’s employment or engagement with the Company Group terminates, the Executive agrees that during the term of the restrictions described in Section 4.1, the Executive will promptly inform the Company of the identity of any new employer, the job title of the Executive’s new position, and a description of any services to be rendered to that employer. In addition, the Executive agrees to respond within ten (10) days to any written request from the Company for further information concerning the Executive’s work activities sufficient to provide the Company with assurances that the Executive is not violating any of the obligations the Executive has undertaken in this Agreement.

  Exhibit A-4

• Prohibition on Solicitation of Company Customers. The Executive agrees that during the Nonsolicitation Period, the Executive will not solicit, induce, or endeavor to entice away from the Company Group, or otherwise enter into business dealings with any Company Customer.

• Non-Disparagement. Subject to Section 7.9, Executive shall not, directly or indirectly, make, publish or communicate (or cause to be made, published or communicated) to any person or entity any statement, comment or remark, whether written or oral, which in any way disparages or defames or could reasonably be expected to impugn the personal or professional character, reputation or integrity of the Company Group, its representatives (including, but not limited to, employees, directors, officers and agents), and its customers, clients, suppliers, investors and other associated third parties, or their businesses, business practices, prospects, products or services.

• Acknowledgements. The Executive has been advised of the Executive’s right to consult with counsel prior to agreeing to be bound by this Agreement, and the Executive acknowledges that the Executive has had the opportunity to review Section 4.1 and the other restrictive covenants set forth in this Agreement for at least ten (10) business days prior to agreeing to be bound by the provisions herein.

• Inventions.

• Disclosure. The Executive agrees to promptly disclose to the Company in writing all Inventions.

• Ownership, Assignment and Recordkeeping. All Inventions shall be the exclusive property of the Company. The Executive hereby assigns all Inventions to the Company. The Executive agrees to keep accurate, complete and timely records of the Executive’s Inventions, which records shall be the property of the Company and shall be retained on its premises.

• Cooperation. During and after the termination of the Executive’s employment or engagement, the Executive agrees to give the Company all cooperation and assistance necessary to perfect, protect, and use its rights to Inventions. Without limiting the generality of the foregoing, the Executive agrees to sign all documents, take all actions, and supply all information that the Company may deem necessary to (a) transfer or record the transfer of the Executive’s entire right, title and interest in Inventions, and (b) enable the Company Group and its affiliates to obtain patent, copyright or trademark protection for Inventions anywhere in the world.

• Attorney-in-Fact. The Executive irrevocably designates and appoints the Company and its duly authorized officers and agents as attorney-in-fact to act for and on the Executive’s behalf and stead to execute and file any lawful and necessary documents, and to do all other lawfully permitted acts, required for the assignment of, application for, or prosecution of any United States or foreign application for letters patent, copyright or trademark with the same legal force and effect as if executed by the Executive.

  Exhibit A-5

• Waiver. The Executive hereby waives and quitclaims to the Company Group any and all claims, of any nature whatsoever, which the Executive may now have or may hereafter have for infringement of any patent, copyright, or trademark resulting from any Invention.

• Future Patents. Any Invention relating to the business of the Company Group with respect to which the Executive files a patent application within one (1) year following termination of the Executive’s employment shall be presumed to cover Inventions conceived by the Executive during the term of the Executive’s employment or engagement, subject to proof to the contrary by the Executive by good faith, contemporaneous, written and duly corroborated records establishing that such Invention was conceived and made following termination of employment or engagement and without using Confidential Information.

• Release or License. If an Invention does not relate to the existing or reasonably foreseeable business interests of the Company Group, the Company may, in its sole and unreviewable discretion, release or license the Invention to the Executive upon written request by the Executive. No release or license shall be valid unless in writing signed by the Company’s General Counsel.

• Notice. This Agreement does not apply to any Invention for which no equipment, supplies, facility or trade secret information of the Company Group was used and which was developed entirely on the Executive’s own time, and (1) which does not relate (a) directly to the business of the Company Group or (b) to the Company Group’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by the Executive for the Company Group.

• List of Excluded Inventions. Attached hereto as Schedule 1 is a complete list and description of all inventions, patent applications, and patents for inventions conceived prior to becoming a Executive and which the Company and the Executive agree are removed from the operation of this Agreement.

• Governing Law, Venue and Jurisdiction.

• Place of Agreement. This Agreement is deemed entered into in the State of Delaware between the Company and the Executive, and the substantive laws of Delaware and the exclusive jurisdiction of the courts of Delaware shall be applicable hereto on the terms and conditions specified below.

• Governing Law. Notwithstanding any provision in Section 6 to the contrary, the provisions of Section 4 shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice- or conflict-of-laws provision or rule that would cause the application of the laws of any other jurisdiction to apply to Section 4, and any suit, action, or proceeding brought by or against the Executive in connection with the enforcement of Section 4 shall be brought in Suffolk County, Massachusetts, and the superior court or the business litigation session of the superior court shall have jurisdiction to adjudicate such dispute. Any judgment with respect to a proceeding entered by the courts contemplated by this Section 6.2 will be enforceable in any other court of competent jurisdiction. For the avoidance of doubt, all other provisions of the

  Exhibit A-6

• Agreement aside from Section 4 remain subject to the Governing Law, Venue, and Jurisdiction provisions set forth in this Section 6.

• Venue and Personal Jurisdiction. Any dispute arising out of or related to this Agreement, or any breach or alleged breach hereof, shall be exclusively decided by a state court in the State of Delaware. The Executive irrevocably waives the Executive’s right, if any, to have any disputes between the Executive and the Company arising out of or related to this Agreement decided in any jurisdiction or venue other than a state court in the State of Delaware. The Executive hereby irrevocably consents to the personal jurisdiction of the state courts in the State of Delaware for the purposes of any action arising out of or related to this Agreement.

• Covenant Not to Sue. The Executive irrevocably covenants not to sue the Company in any jurisdiction other than a state court in the State of Delaware for the purposes of any action arising out of or related to this Agreement. The Executive further agrees not to assist, aid, abet, encourage, be a party to, or participate in the commencement or prosecution of any lawsuit or action by any non-governmental third party arising out of or related to this Agreement in any jurisdiction or venue other than a state court in the State of Delaware; provided, however, that nothing herein shall prohibit or restrict the Executive from being a witness or otherwise providing evidence in any action pursuant to court order or subpoena.

• Other Provisions.

• Obligations Unconditional. The obligation of the parties to perform the terms of this Agreement is unconditional and does not depend on the performance or nonperformance of any terms, duties, or obligations not specifically recited in this Agreement. The Executive irrevocably waives the Executive’s right to challenge the enforceability or validity of any portion of this Agreement.

• Waiver. No waiver by the Company of any breach of this Agreement by the Executive shall be valid unless contained in a writing signed by the General Counsel of the Company or the General Counsel’s designee. Waiver of any breach of this Agreement shall not constitute, or be deemed, a waiver of any other breach of this Agreement.

• Provisions Survive Termination. To the extent that any provisions of this Agreement apply to the time period after, or require performance or enforcement after, termination of the Executive’s employment, all such provisions survive the termination of the Executive’s employment and termination of this Agreement and may be enforced subsequent thereto. Without limiting the generality of the foregoing, Sections 1, 2, 3, 4, 5, 6, and 7.3 each survive termination of the Executive’s employment or engagement and termination of this Agreement.

• Prior Agreements. Except to the extent provided in Section 7.5, all prior agreements, if any, between any member of the Company Group and the Executive relating to any part of the subject matter of this Agreement are superseded and rendered null and void upon execution of this Agreement by the Executive; provided, however, that nothing in this Agreement invalidates, renders null or void, or otherwise affects any term or provision of any Company Group compensation or

  Exhibit A-7

• benefit plan or any agreements related thereto, or any written term employment agreement, or any other restrictive covenant.

• Validity Not Impaired. In the event that any provision of this Agreement is unenforceable under applicable law, the validity or enforceability of the remaining provisions shall not be affected. To the extent any provision of this Agreement is judicially determined to be unenforceable, any provisions of any prior agreement between the Executive and any member of the Company addressing the subject matter of the unenforceable provision shall be deemed to govern the relationship between the Participant and the Company.

• Transfer or Assignment. the Company may freely transfer or assign its rights and obligations pursuant to this Agreement to its affiliates, successors or assigns.

• Tolling. In the event the Executive breaches or violates Sections 4.1, 4.2 or 4.3 hereinabove, the duration of the restrictions contained therein shall be extended by the number of days the Executive remains in breach or violation thereof to the fullest extent permitted by law. This provision may be specifically enforced.

• DTSA Confidentiality Disclaimer. Notwithstanding any provisions in this agreement or company policy applicable to the unauthorized use or disclosure of trade secrets, the Executive is hereby notified that, pursuant to Section 7 of the DTSA (Defend Trade Secrets Act of 2016), the Executive cannot be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law. The Executive also may not be held so liable for such disclosures made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, individuals who file a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

• Whistleblower Protection. Nothing in this Agreement or any other agreement with or policy of Company Group or its affiliates shall prohibit the Executive, or the Executive’s attorneys from: (a) making any disclosure of relevant and necessary information or documents in any action, investigation, or proceeding relating to this Agreement, or as required by law or legal process, including with respect to possible violations of law; (b) participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information to, any governmental agency or legislative body, any self-regulatory organization, and/or pursuant to the Sarbanes-Oxley Act or the Dodd-Frank Act, to the extent that such rights cannot be waived by agreement; or (c) accepting any U.S. Securities and Exchange Commission awards or other relief in connection with protected whistleblower activity. In addition, nothing in this Agreement prohibits or restricts the Executive from initiating communications with, or responding to any inquiry from, any regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation or making other disclosures that are

  Exhibit A-8

• protected under the whistleblower provisions of any applicable law, rule, or regulation.

  Exhibit A-9

This Agreement becomes binding and effective on the Company and the Executive upon signature by the Executive.

Date:10/17/2025

Executive Name (please print)
Timothy P. Moran
/s/ Timothy P. Moran
Executive Signature

SCHEDULE I

List of Inventions

The following is a list of inventions, patent applications, or patents for inventions I conceived prior to becoming a Executive or that do not relate to the business of the Company Group or to any reasonable expansion of such business, or result from my work for the Company Group.

1. N/A

Add and sign additional sheets, if necessary

	10/17/2025
Date:
	Timothy P. Moran
	/s/ Timothy P. Moran
	Executive Signature

Exhibit A

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian Webster, certify that:

• I have reviewed this Quarterly Report on Form 10-Q of Kestra Medical Technologies, Ltd.;
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
• The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
• Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• [Reserved.];
• Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
• The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
• All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
• Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: December 11, 2025	By:	/s/ Brian Webster
		Brian Webster
		President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Vaseem Mahboob, certify that:

• I have reviewed this Quarterly Report on Form 10-Q of Kestra Medical Technologies, Ltd.;
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
• The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
• Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• [Reserved.];
• Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
• The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
• All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
• Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: December 11, 2025	By:	/s/ Vaseem Mahboob
		Vaseem Mahboob
		Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Kestra Medical Technologies, Ltd. (the “Company”) on Form 10-Q for the period ending October 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

• The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
• The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: December 11, 2025	By:	/s/ Brian Webster
		Brian Webster
		President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Kestra Medical Technologies, Ltd. (the “Company”) on Form 10-Q for the period ending October 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

• The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
• The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: December 11, 2025	By:	/s/ Vaseem Mahboob
		Vaseem Mahboob
		Chief Financial Officer