Treace Medical Concepts Enters New Agreements, Terminates Others

TL;DR

Treace Medical Concepts is restructuring its agreements, creating new debt and off-balance sheet obligations.

AI Summary

On December 16, 2025, Treace Medical Concepts, Inc. entered into a material definitive agreement and terminated another. The company also created a direct financial obligation and an obligation under an off-balance sheet arrangement. These events are considered material modifications to the rights of security holders and are subject to Regulation FD disclosure.

Why It Matters

This filing indicates significant changes in Treace Medical Concepts' contractual obligations and financial arrangements, which could impact its financial health and operational strategy.

Risk Assessment

Risk Level: medium — The creation of new financial obligations and termination of existing agreements suggests potential financial restructuring or strategic shifts that carry inherent risks.

Key Players & Entities

• TREACE MEDICAL CONCEPTS, INC. (company) — Registrant
• December 16, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share TMCI The Nasdaq
• $125 million — a 60 month term loan facility for up to $125 million in borrowing capacity to the Company ov
• $60 million — . At the loan closing, the Company drew $60 million under tranche one. The remaining tranch
• $65 million — ng tranches provide up to an additional $65 million in borrowing capacity, of which $55 mil
• $55 million — million in borrowing capacity, of which $55 million is subject to the achievement of certai
• $30 million — month revolving loan facility providing $30 million in additional borrowing capacity to the
• $10 million — quest SLR-ABL to approve two additional $10 million increases in the revolving loan facilit
• $50 million — loan facility for a total commitment of $50 million. The amount available is based on a bor
• $360,000 — e Revolving Loan Agreement; (3) fees of $360,000 payable on the earlier of funding of tr
• $225,000 — e Term Loan Agreement; and (4) a fee of $225,000 payable on the earlier of funding of tr
• $2.3 million — paid prepayment and exit fees totaling $2.3 million for the term and revolving loans. The

Filing Documents

• tmci-20251216.htm (8-K) — 86KB
• tmci-ex99_1.htm (EX-99.1) — 23KB
• img32504678_0.jpg (GRAPHIC) — 14KB
• 0001193125-25-323802.txt ( ) — 243KB
• tmci-20251216.xsd (EX-101.SCH) — 26KB
• tmci-20251216_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement On December 17, 2025, Treace Medical Concepts, Inc. (the "Company") entered into (1) a Loan and Security Agreement (the "Term Loan Agreement") with SLR Investment Corp. ("SLR") and the lenders thereto, and (2) a Credit Agreement (the "Revolving Loan Agreement" and collectively with the Term Loan Agreement, the "Loan Agreements") with Gemino Healthcare Finance, LLC d/b/a SLR Healthcare ABL ("SLR-ABL"). The Term Loan Agreement provides a 60 month term loan facility for up to $125 million in borrowing capacity to the Company over four tranches. At the loan closing, the Company drew $60 million under tranche one. The remaining tranches provide up to an additional $65 million in borrowing capacity, of which $55 million is subject to the achievement of certain revenue objectives with respect to tranches three and four. The Revolving Loan Agreement establishes a 60 month revolving loan facility providing $30 million in additional borrowing capacity to the Company. The Company may request SLR-ABL to approve two additional $10 million increases in the revolving loan facility for a total commitment of $50 million. The amount available is based on a borrowing base calculation determined by the Company's accounts receivable and inventory assets. The term loan bears interest at a rate per annum equal to the 1-Month SOFR plus 5.05%. The "1- Month SOFR" means the greater of (1) the forward-looking term rate based on the secured overnight financing rate for a one-month tenor and (2) 3.00% per annum, with the rate reset monthly. The revolving loan bears interest at a rate per annum equal to the 3-Month SOFR plus 4.00%. The "3- Month SOFR" means the greater of (1) the forward-looking term rate based on the secured overnight financing rate for a three-month tenor and (2) 3.00% per annum, with the rate reset daily. Interest is payable monthly in arrears on the first day of each month and on the maturity of the Loan Agre

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On December 17, 2025, in connection with the Company's entry into the Loan Agreements discussed in Item 1.01 of this Report, the Company used proceeds from the new term loan to pay the outstanding balance and fees under, and subsequently terminated, (1) the Credit and Security Agreement (Term Loan) with MidCap Financial Trust and (2) the Credit and Security Agreement (Revolving Loan) with MidCap Funding IV Trust and lenders thereto (collectively, the "MidCap Loan Agreements"). As provided in the MidCap Loan Agreements, the Company paid prepayment and exit fees totaling $2.3 million for the term and revolving loans. The terms and conditions of the MidCap Loan Agreements were disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission on February 27, 2025, which disclosures are incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 is incorporated herein by reference.

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference. Pursuant to the terms of the Loan Agreements, the Company's ability to pay cash dividends on shares of its common stock will be subject to the Company being in compliance with the financial covenant set forth in the Loan Agreements (subject to certain additional exceptions specified in the Loan Agreements).

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 18, 2025, the Company issued a press release announcing the entry into the Loan Agreements. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference. The information in Item 7.01 of this Report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such filing.

01 Other Events

Item 8.01 Other Events. On December 16, 2025, the Company's Board of Directors appointed John K. Bakewell to serve as lead independent director. Mr. Bakewell has served as a member of the Company's Board since November 2020 and is the Chair of the Audit Committee and a member of the Nominating and Corporate Governance Committee. He is an experienced executive with more than 30 years of service across the medical device, diagnostics, specialty pharma and healthcare services sectors. He most recently held the position of Chief Financial Officer of Exact Sciences Corporation (NASDAQ: EXAS), a molecular diagnostics company. Mr. Bakewell also previously served as Chief Financial Officer at Lantheus Holdings, Inc. (NASDAQ: LNTH), a diagnostic medical imaging company, Interline Brands, Inc., RegionalCare Hospital Partners, Inc., Wright Medical Group, Inc., which was acquired by Stryker Corporation (NYSE: SYK) in November 2020, Cyberonics, Inc., now part of LivaNova PLC (NASDAQ:LIVN), Altra Energy Technologies, Inc. and ZEOS International, Ltd. Mr. Bakewell has served as a member of the board of directors of Xtant Medical Holdings, Inc. (NYSE MKT: XTNT), a medical device company, since February 2018. Mr. Bakewell also previously served as a member of the board of directors of Neuronetics, Inc. (NASDAQ: STIM), a medical technology company, from May 2020 until May 2024, Entellus Medical, Inc., now part of Stryker Corporation (NYSE: SYK), ev3 Inc., now part of Medtronic plc (NYSE: MDT) and Corindus Vascular Robotics, Inc., now a Siemens Healthineers company. Mr. Bakewell holds a BA in Accounting from the University of Northern Iowa and is a certified public accountant (current status inactive).

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Item 9.01 (d) Exhibits

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 99.1 Press Release of Treace Medical Concepts, Inc. dated December 18, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TREACE MEDICAL CONCEPTS, INC. Date: December 18, 2025 By: /s/ Mark L. Hair Mark L. Hair Chief Financial Officer

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View this 8-K filing on SEC EDGAR