Merit Medical Systems MMSI

Merit Medical Systems reports $416.24M revenue for Q3 2026

Form
10-Q
Filed
Importance
Notable
  1. Revenue: $416.24 million for the three months ended Sep 30, 2026
  2. Net income: $42.31 million for the three months ended Sep 30, 2026
  3. Cash and equivalents: $503.55 million at Sep 30, 2026

Written from the 10-Q on EDGAR. Check the filing before you rely on it.

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What changed

9 changes since the June 2026 10-Q

Compared with the 10-Q 0000856982-26-000044, filed Jul 30, 2026.

  1. Changed Financial statements

    Cash up 12% from Jun 30

    $504M, was $449M.

    From the filings

    Before

    $449M

    Now

    $504M
  2. Changed Financial statements

    Net income up 9% from Jun 30

    $42.3M, was $38.8M.

    From the filings

    Before

    $38.8M

    Now

    $42.3M
  3. Changed Financial statements

    EPS up 7.7% from Jun 30

    $0.70, was $0.65.

    From the filings

    Before

    $0.65

    Now

    $0.70
  4. Changed Financial statements

    Revenue down 0.6% from Jun 30

    $416M, was $419M.

    From the filings

    Before

    $419M

    Now

    $416M
  5. Changed MD&A

    Our gross profit as a percentage of sales decreased to 48.2% for the three-month period ended September 30…

    Adds "Our"; drops "increased".

    From the filings

    Before

    Gross profit as a percentage of sales increased to 51.4% for the three-month period ended June 30, 2026 compared to 48.2% for the three-month period ended June 30, 2025. Gross profit as a percentage of sales increased to 50.0% for the six-month period ended June 30, 2026 compared to 48.3% for the six-month period ended June 30, 2025.

    Now

    Our gross profit as a percentage of sales decreased to 48.2% for the three-month period ended September 30, 2026, compared to 48.5% for the three-month period ended September 30, 2025. The decrease in gross profit percentage was primarily due to unfavorable price variances and increased freight costs.
  6. Changed MD&A

    Selling, General and Administrative Expense.

    Adds "decreased $(0.3)"; drops "increased $16.1".

    From the filings

    Before

    Selling, General and Administrative Expense. Selling, general and administrative ( SG&A ) expenses increased $16.1 million, or 14.3%, for the three-month period ended June 30, 2026 compared to the corresponding period of 2025. As a percentage of sales, SG&A expenses were 30.9% for the three-month period ended June 30, 2026, compared to 29.6% for the corresponding period of 2025. SG&A expenses increased $26.9 million, or 12.2%, for the six-month period ended June 30, 2026 compared to the corresponding period of 2025. As a percentage of sales, SG&A expenses were 30.9% for the six-month period ended June 30, 2026, compared to 29.9% for the corresponding period of 2025. For the three and six-month periods ended June 30, 2026, SG&A expenses increased compared to the corresponding periods of 2025, primarily due to an increase in labor-related costs including (i) commissions associated with sales growth, (ii) headcount additions to support investment in the business and (iii) stock-based compensation. Additional drivers of the increase were costs associated with the View Point Merger totaling $5.6 million and company conferences. Such increases were partially offset by a decrease in contract termination costs incurred during 2025 as a result of the Biolife Merger.

    Now

    Selling, General and Administrative Expense. Selling, general and administrative ( SG&A ) expenses decreased $(0.3) million, or (0.2)%, for the three-month period ended September 30, 2026 compared to the corresponding period of 2025. As a percentage of sales, SG&A expenses were 28.7% for the three-month period ended September 30, 2026, compared to 31.2% for the corresponding period of 2025. For the three-month period ended September 30, 2026, SG&A expenses decreased compared to the corresponding period of 2025, primarily due to a decrease in legal fees, acquisition-related integration costs and employee termination benefits, partially offset by an increase in employee compensation expenses.
  7. Changed MD&A

    Research and Development Expenses.

    Adds "September"; drops "June".

    From the filings

    Before

    Research and Development Expenses. Research and development ( R&D ) expenses for the three-month period ended June 30, 2026 were $25.4 million, up 4.2%, when compared to R&D expenses in the corresponding period of 2025 of $24.4 million. R&D expenses for the six-month period ended June 30, 2026 were $48.0 million, up 2.5%, when compared to R&D expenses in the corresponding period of 2025 of $46.8 million. For the three and six-month periods ended June 30, 2026, R&D expenses increased compared to the corresponding periods of 2025 primarily due to annual merit-based salary increases effective in the second quarter of 2026.

    Now

    Research and Development Expenses. Research and development ( R&D ) expenses for the three-month period ended September 30, 2026 were $22.4 million, down (6.6)%, when compared to R&D expenses in the corresponding period of 2025 of $24.0 million. For the three-month period ended September 30, 2026, R&D expenses decreased compared to the corresponding period of 2025 primarily due to decreased service related costs for ongoing compliance with European Union Medical Device Registration ( MDR ).
  8. Changed MD&A

    R&D expenses for the nine-month period ended September 30, 2026 were $70.4 million, down (0.6)%, when…

    Adds "nine-month"; drops "Research and Development Expenses. Research and development (".

    From the filings

    Before

    Research and Development Expenses. Research and development ( R&D ) expenses for the three-month period ended June 30, 2026 were $25.4 million, up 4.2%, when compared to R&D expenses in the corresponding period of 2025 of $24.4 million. R&D expenses for the six-month period ended June 30, 2026 were $48.0 million, up 2.5%, when compared to R&D expenses in the corresponding period of 2025 of $46.8 million. For the three and six-month periods ended June 30, 2026, R&D expenses increased compared to the corresponding periods of 2025 primarily due to annual merit-based salary increases effective in the second quarter of 2026.

    Now

    R&D expenses for the nine-month period ended September 30, 2026 were $70.4 million, down (0.6)%, when compared to R&D expenses in the corresponding period of 2025 of $70.8 million. For the nine-month period ended September 30, 2026, R&D expenses decreased compared to the corresponding period of 2025 primarily due to decreased service related costs for ongoing compliance with MDR, partially offset by an increase in employee compensation expenses.
  9. Changed MD&A

    Our other expense for the three months ended September 30, 2026 and 2025 was $3.0 million and $4.1 million…

    Adds "September"; drops "June".

    From the filings

    Before

    Our other expense for the three months ended June 30, 2026 and 2025 was $9.1 million and $3.5 million, respectively. The change in other (income) expense for the three-month period ended June 30, 2026 compared to the corresponding period of 2025 was primarily related to a one-time charge of $5.1 million for additional interest incurred pursuant to Merit's obligation to remove restrictive legends with respect to the Convertible Notes.

    Now

    Our other expense for the three months ended September 30, 2026 and 2025 was $3.0 million and $4.1 million, respectively. The change in other expense for the three-month period ended September 30, 2026 compared to the corresponding period of 2025 was primarily related to increased interest income associated with higher cash balances and interest rates and deferred compensation investment gains, partially offset by increased interest expense associated with our deferred View Point Merger payments.
Show the redline

Section by section. Added words and removed words against the earlier filing.

Cover page 2 changes

3 unchanged paragraphs

For the quarterly period ended June September 30, 2026

24 unchanged paragraphs

Shares outstanding as of July 28, October 27, 2026

2 unchanged paragraphs

Financial statements 116 changes

3 unchanged paragraphs

Trade receivables net of allowance for credit losses 2026 $ 10,894 10,994 and 2025 $ 10,136

13 unchanged paragraphs

Developed technology net of accumulated amortization 2026 $ 472,669 491,025 and 2025 $ 452,525

Other net of accumulated amortization 2026 $ 98,350 100,924 and 2025 $ 96,436

17 unchanged paragraphs

Preferred stock 5,000 shares authorized; no shares issued as of June September 30, 2026 and December 31, 2025

Common stock, no par value 100,000 shares authorized; issued and outstanding as of June September 30, 2026 - 59,710 59,898 and December 31, 2025 - 59,424

9 unchanged paragraphs

Contingent consideration expense (benefit)

Contingent consideration (benefit) expense

3 unchanged paragraphs

Other (expense) income net

Other income (expense) net

Total other expense income net

8 unchanged paragraphs

Income tax (expense) benefit

Income tax benefit (expense)

1 unchanged paragraph

Income tax (expense) benefit

Income tax benefit (expense)

3 unchanged paragraphs

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

15 unchanged paragraphs

Other comprehensive loss

Stock-based compensation expense

Issuance of common stock under Employee Stock Purchase Plan

Balance September 30, 2026

1 unchanged paragraph

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

15 unchanged paragraphs

Other comprehensive income

Stock-based compensation expense

Issuance of common stock under Employee Stock Purchase Plan

Shares surrendered in exchange for payment of payroll tax liabilities ( 27 )

Shares surrendered in exchange for exercise of stock options ( 100 )

Balance September 30, 2025

12 unchanged paragraphs

Fair value adjustments related to contingent consideration liabilities ( 34 70 )

17 unchanged paragraphs

Net cash, cash equivalents, and restricted cash used in investing activities ( 102,399 124,715 )

8 unchanged paragraphs

Net cash, cash equivalents, and restricted cash (used in) provided by financing activities ( 5,341 )

1 unchanged paragraph

Net increase (decrease) in cash, cash equivalents and restricted cash ( 34,852 )

7 unchanged paragraphs

Interest (net of capitalized interest of $ 1,034 1,302 and $ 594 934 , respectively)

3 unchanged paragraphs

Merit common stock surrendered ( 0 and 18 118 shares, respectively) in exchange for exercise of stock options

4 unchanged paragraphs

1. Basis of Presentation and Other Items. The interim consolidated financial statements of Merit Medical Systems, Inc. ("Merit," "we" or "us") for the three and six-month nine-month periods ended June September 30, 2026 and 2025 are not audited. Our consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods and, consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America. In the opinion of our management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of our financial position, results of operations and cash flows for the periods presented in conformity with GAAP. The results of operations presented in these interim consolidated financial statements are not necessarily indicative of the results for a full-year period. Amounts presented in this report are rounded, while percentages and earnings per share amounts presented are calculated from the underlying amounts. These interim consolidated financial statements should be read in conjunction with the financial statements and risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the 2025 Annual Report on Form 10-K ) .

1 unchanged paragraph

Restructuring. Restructuring charges consist primarily of termination benefits for employees affected by initiatives aimed at streamlining our operations, improving efficiencies and more affectively effectively aligning teams to our strategic goals. We account for involuntary employee termination benefits that represent a one-time benefit in accordance with Accounting Standards Codification ( ASC ) 420, Exit or Disposal Cost Obligations . Severance costs accounted for under ASC 420 are recognized when management with the proper level of authority commits to a restructuring plan and communicates these actions to employees and other applicable criteria are met. We record such costs into expense over the employee s future service period, if any. Other exit costs are accounted for under ASC 420 and are either deferred or expensed as incurred based on the nature of the expense. We recorded restructuring charges of $ 2.2 2.5 million and $ 2.6 2.9 million for the six-month nine-month periods ended June September 30, 2026 and 2025, respectively. These expenses are reflected within selling, general and administrative expenses within our consolidated statements of income. The restructuring reserve balance as of June September 30, 2026 and December 31, 2025 was $ 1.5 0.4 million and $ 0.2 million, respectively, and is recorded within accrued expenses.

2. Recently Issued Accounting Standards. In November 2024, the FASB Financial Accounting Standards Board issued Accounting Standards Update ( ASU ) 2024-03, Disaggregation of Income Statement Expenses, which requires a public entity to disclose certain operating expenses disaggregated into categories, such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization on an annual and interim basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The provisions within the update may be applied retrospectively for all periods presented in the financial statements. While we are still evaluating the specific impacts and adoption method, we anticipate this guidance will have a significant impact on our consolidated financial statement disclosures.

4 unchanged paragraphs

The following table presents revenue from contracts with customers by product category and platform for the three and six-month nine-month periods ended June September 30, 2026 and 2025 (in thousands):

3 unchanged paragraphs

The following table presents revenue from contracts with customers by geographic region for the the three and six-month nine-month periods ended June September 30, 2026 and 2025 (in thousands):

1 unchanged paragraph

On April 1, 2026, Merit entered into an Agreement and Plan of Merger (the View Point Agreement ) by and among Merit, View Point Medical, Inc., a Delaware corporation ( View Point ), VPM Merger Sub Inc, a Delaware corporation, and Fortis Advisors LLC, a Delaware limited liability company. Pursuant to the terms of the View Point Agreement, on April 1, 2026, VPM Merger Sub, Inc merged with and into View Point, with View Point continuing as the surviving corporation and a wholly-owned subsidiary of Merit (the View Point Merger ). The purchase consideration consisted of an upfront payment of $ 90 million plus working capital and other adjustments of $ 2.8 million in cash, plus two deferred payments of $ 25 million each, due on the first and second anniversaries of the View Point Merger, respectively. Such deferred payments may be subject to acceleration based on the achievement of specified sales targets prior to the first and second anniversaries and were determined to have a total fair value of $ 47.2 million on the acquisition date, which is recorded within accrued expenses and other long-term obligations. View Point manufactures the OneMark Detection Imaging System and OneMark Tissue Markers. We accounted for the View Point Merger as a business combination. There were no Our net sales of the acquired View Point products since the date of the View Point Merger were $ 0.1 million for the three and six-month nine-month periods ended June September 30, 2026. It is not practical to separately report earnings related to the products acquired in connection with the View Point Merger, as we cannot split our administrative costs related solely to the View Point products, principally as a result of the integration of the acquired commercial and administrative infratstructure. infrastructure. Acquisition-related costs associated with the View Point Merger, which are included in selling, general and administrative expenses in the accompanying consolidated statements of income, were approximately $ 5.6 5.7 million during the six-month nine-month period ended June September 30, 2026. The purchase price was preliminarily allocated as follows (in thousands):

9 unchanged paragraphs

We are amortizing the View Point developed technology and tradename trademark intangible assets over 12 years , with the estimated weighted average life of all intangible assets acquired in connection with the View Point Merger to be 12 years . The goodwill consists largely of the synergies expected from combining operations and View Point s developed assembled workforce and is not expected to be deductible for tax purposes. The pro forma effects to our consolidated results of operations of the View Point Merger are not material in relation to reported sales.

On November 3, 2025, we entered into an Asset Purchase Agreement with Pentax of America, Inc., a subsidiary of PENTAX Medical, Inc. ( Pentax ), pursuant to which we acquired the C2 CryoBalloon device and related technology (the C2 Acquisition ). The total purchase price consisted of a $ 19 million cash payment at closing and potential contingent payments of up to $ 3 million payable paid in 2026 upon meeting certain milestones relating to the operational transition of the acquired assets. We accounted for this transaction under the acquisition method of accounting as a business combination. Acquisition-related costs associated with the C2 Acquisition, which are included in selling, general and administrative expenses in the accompanying consolidated statements of income, were approximately $ 0.4 million during the year ended December 31, 2025. The purchase price was allocated as follows (in thousands):

3 unchanged paragraphs

We are amortizing the C2 developed technology intangible assets over 12 years , the trade name trademark intangible assets over 12 years , and the customer list intangible asset on an accelerated basis over 12 years . We have estimated the weighted average life of the intangible assets acquired from Pentax to be 12 years . The goodwill consists largely of the synergies expected from combining operations and is expected to be deductible for tax purposes. The pro forma effects to our consolidated results of operations of the C2 Acquisition are not material in relation to reported sales.

On May 16, 2025 , Merit entered into an Agreement and Plan of Merger (the Biolife Agreement ) by and among, Merit, Biolife, L.L.C., a Florida limited liability company ( FL Biolife ), Biolife Transaction Sub, LLC, a Delaware limited liability company ( Biolife Merger Sub ), and Shareholder Representative Services LLC, a Colorado limited liability company. Promptly following the execution of the Biolife Agreement, FL Biolife converted from a Florida limited liability company to a Delaware limited liability company called Biolife Delaware, L.L.C. ( Biolife ). Pursuant to the terms of the Biolife Agreement, on May 20, 2025, Biolife Merger Sub merged with and into Biolife, with Biolife continuing as the surviving corporation and a wholly-owned subsidiary of Merit (the Biolife Merger ). The purchase consideration consisted of an upfront payment of $ 120 million plus working capital and other adjustments of $ 7.2 million in cash. Biolife manufactures unique patented hemostatic devices under the brand names StatSeal and WoundSeal. We accounted for the Biolife Merger as a business combination. Acquisition-related costs associated with the Biolife Merger, which are included in selling, general and administrative expenses in the accompanying consolidated statements of income, were approximately $ 1.9 million during the year ended December 31, 2025. The purchase price was allocated as follows (in thousands):

18 unchanged paragraphs

Six Months Ended June 30, 2026

5. Inventories. Inventories at June September 30, 2026 and December 31, 2025 consisted of the following (in thousands):

6. Goodwill and Intangible Assets. The change in the carrying amount of goodwill for the six-month nine-month period ended June September 30, 2026 is detailed as follows (in thousands):

Nine Months Ended September 30, 2026

4 unchanged paragraphs

Goodwill balance at June September 30

Total accumulated goodwill impairment losses aggregated to $ 8.3 million as of June September 30, 2026 and December 31, 2025. respectively. We did no t have any goodwill impairments for the six-month nine-month periods ended June September 30, 2026 or 2025.

Other intangible assets at June September 30, 2026 and December 31, 2025 consisted of the following (in thousands):

2 unchanged paragraphs

Aggregate amortization expense for developed technology and other intangible assets for the three and six-month nine-month periods ended June September 30, 2026 was $ 21.2 21.5 million and $ 41.9 63.4 million, respectively. Aggregate amortization expense for the three and six-month nine-month periods ended June September 30, 2025 was $ 21.5 21.8 million and $ 41.5 63.3 million, respectively.

We evaluate long-lived assets, including amortizing intangible assets, for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. We perform the impairment analysis at the asset group for which the lowest level of identifiable cash flows is largely independent of the cash flows of other assets and liabilities. If a triggering event is identified, we determine the fair value of our amortizing assets based on estimated future cash flows discounted back to their present value using a discount rate that reflects the risk profiles of the underlying activities. We did no t identify indicators of impairment for our intangible assets based on our consideration of triggering events for the six-month nine-month periods ended June September 30, 2026 and 2025. respectively.

Estimated amortization expense for developed technology and other intangible assets for the next five years consisted of the following as of June September 30, 2026 (in thousands):

2 unchanged paragraphs

7. Income Taxes. On July 4, 2025, the U.S. enacted a budget reconciliation package (known as the One Big Beautiful Bill Act or OBBBA ) which includes a broad range of tax provisions affecting businesses. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company has We have included the estimated impacts of the bill in the consolidated financial statements for the six-month period nine-month periods ended June September 30, 2026 and 2025. We will continue to evaluate the full impact of these legislative changes as additional guidance and results become available.

Our provision for income taxes for the three-month periods ended June September 30, 2026 and 2025 was a tax expense of $ 12.5 13.5 million and $ 10.8 million, respectively, which resulted in an effective tax rate of 24.4 24.2 % and 24.9 28.0 %, respectively. Our provision for income taxes for the six-month nine-month periods ended June September 30, 2026 and 2025 was a tax expense of $ 25.1 38.5 million and $ 18.6 29.4 million, respectively, which resulted in an effective tax rate of 23.9 24.0 % and 22.9 24.5 %, respectively. The decrease in the effective income tax rate for the three-month period three and nine-month periods ended June September 30, 2026, when compared to the prior-year period, periods, was primarily due to increased benefit from discrete items such as deferred compensation. The increase in the effective income tax rate for the six-month period ended June 30, 2026, when compared to the prior-year period, was primarily due to decreased benefit from discrete items such as share-based compensation, and impacts from the enacted OBBBA tax impacts of recent acquisition and divestiture activity. law. The increase in income tax expense for the three and six-month nine-month periods ended June September 30, 2026, when compared to the prior-year periods, was primarily due to increased pre-tax book income. and rate impact items previously listed. Our effective tax rate differs from the U.S. statutory rate primarily due to the impact of net controlled foreign corporation ( CFC ) tested income ( NCTI ) and Subpart F inclusions, state income taxes, foreign taxes, other nondeductible permanent items and discrete items (such as share-based compensation).

The Organization for Economic Cooperation and Development ( OECD ) Pillar 2 Two global minimum tax rules, which generally provide for a minimum effective tax rate of 15%, are intended to apply for tax years beginning in 2024. On February 2, 2023, the OECD issued administrative guidance providing transition and safe harbor rules around the implementation of the Pillar 2 Two global minimum tax, and on January 5, 2026, the OECD issued Side-by-Side guidance extending these safe harbor rules and exempting certain U.S. multinational enterprises from several top-up taxes under Pillar Two. The safe harbor transition period will apply to fiscal years beginning on or before December 31, 2027. We are closely monitoring developments and evaluating the impact these new rules are anticipated to have on our tax rate, including eligibility to qualify for these safe harbor rules. Based on year-to-date financial results and safe harbor rules, we currently do not anticipate the Pillar 2 Two laws to have a material impact on our effective tax rate.

8. Debt. Principal balances outstanding under our long-term debt obligations as of June September 30, 2026 and December 31, 2025 consisted of the following (in thousands):

3 unchanged paragraphs

Future minimum principal payments on our long-term debt, as of June September 30, 2026, were as follows (in thousands):

13 unchanged paragraphs

We were in compliance with these financial covenants set forth in the Amended Fourth A&R Credit Agreement as of June September 30, 2026.

As of June September 30, 2026, we had no outstanding borrowings and issued letter of credit guarantees of $ 2.9 3.0 million under the Amended Fourth A&R Credit Agreement, with additional available borrowings of approximately $ 697 million, based on the maximum net leverage ratio required pursuant to the Amended Fourth A&R Credit Agreement.

In December 2023, we issued convertible notes which bear interest at 3.00 % per year, payable semi-annually in arrears on February 1 and August 1 of each year, which commenced August 1, 2024 (the Convertible Notes ). The Convertible Notes are senior unsecured obligations (as defined in the indenture governing the Convertible Notes (the Indenture )) of Merit and will mature on February 1, 2029, unless repurchased, redeemed or converted in accordance with their terms prior to such date. The net proceeds from the sale of the Convertible Notes were approximately $ 724.8 million after deducting offering and issuance costs and before the costs of the Capped Call Transactions, as described below.

The initial conversion rate of the notes will be 11.5171 shares of our common stock (the Common Stock ) per $ 1,000 principal amount of notes, which equates to an initial conversion price of approximately $ 86.83 per share of Common Stock, subject to adjustments as provided in the Indenture upon the occurrence of certain specified events.

Conversion can occur at the option of the holders of the Convertible Notes ( Holders ) at any time on or after October 1, 2028. Prior to October 1, 2028, Holders may only elect to convert the Convertible Notes under the following circumstances: (1) During the five business day period after any ten consecutive trading day period in which, for each day of that period, the trading price per $ 1,000 principal amount of the Convertible Notes for such trading day was less than 98 % of the product of the last reported sale price of the Common Stock and the applicable conversion rate on such trading day; (2) Merit issues to common shareholders any rights, options, or warrants, entitling them, for a period of not more than 60 days , to purchase shares of Common Stock at a price per share less than the average closing sale price of 10 consecutive trading days, or Merit s election to make a distribution to common shareholders exceeding 10 % of the previous day s closing sale price; (3) Upon the occurrence of a Fundamental Change, as set forth in the Indenture; (4) During any calendar quarter (and only during such calendar quarter) beginning after March 31, 2024, if, the last reported sale price per share of the Common Stock exceeds 130 % of the applicable conversion price on each applicable trading day for at least 20 trading days (whether or not consecutive) in the period of the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter; or (5) Prior to the related redemption date if Merit calls any Convertible Notes for redemption. As of June September 30, 2026, none of the conditions permitting the Holders to convert their Convertible Notes early had been met. Therefore, the Convertible Notes are classified as long-term debt obligations.

3 unchanged paragraphs

Under the terms of the Indenture, if we did not remove restrictive legends on the Convertible Notes as of the 380th day following the date of issuance of the Convertible Notes, we were required to pay additional interest at the rate of 0.50 % per annum (the Additional Interest ) until the restrictive legends were removed. During the three-month nine-month period ended June September 30, 2026, we determined that we had not removed the restrictive legends or paid the Additional Interest. We promptly caused the restrictive legends to be removed and recorded and paid an aggregate of $ 5.1 million in Additional Interest during the three-month nine-month period ended June September 30, 2026. We believe that no additional further Additional Interest or other amounts arising from the failure to timely remove the restrictive legends are in arrearage as of the date of this Report.

1 unchanged paragraph

In December 2023, in connection with the pricing of the Convertible Notes, Merit entered into privately negotiated capped call transactions ( Capped Call Transactions ) with certain of the initial purchasers and/or their respective affiliates and certain other financial institutions. The Capped Call Transactions cover, subject to customary anti-dilution adjustments, the number of shares of Common Stock initially underlying the Convertible Notes and are generally expected to reduce potential dilution to the Common Stock upon any conversion of Convertible Notes and/or offset any cash payments Merit is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap, based on a cap price initially equal to approximately $ 114.68 per share of Common Stock, subject to certain adjustments under the terms of the Capped Call Transactions. The cost of the Capped Call Transactions was approximately $ 66.5 million. The Capped Call Transactions do not meet the criteria for separate accounting as a derivative as they are indexed to the Common Stock. The premiums paid for the Capped Call Transactions have been included as a net reduction to Common Stock within stockholders' equity.

2 unchanged paragraphs

Foreign Currency Risk. We operate on a global basis and are exposed to the risk that our financial condition, results of operations, and cash flows could be adversely affected by changes in foreign currency exchange rates. To reduce the potential effects of foreign currency exchange rate movements on net earnings, we enter into derivative financial instruments in the form of foreign currency exchange forward contracts with major financial institutions. Our policy is to enter into foreign currency derivative contracts with maturities of up to two years . We are exposed to foreign currency exchange rate risk with respect to transactions and balances denominated in various currencies, with our most significant exposure related to transactions and balances denominated in Chinese Renminbi and Euros, Euro, among others. We do not use derivative financial instruments for trading or speculative purposes. We do not believe we are subject to any credit risk contingent features related to our derivative contracts, and we seek to manage counterparty risk by allocating derivative contracts among several major financial institutions.

1 unchanged paragraph

For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative instrument is temporarily reported as a component of other comprehensive income and then reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. We entered into forward contracts on various foreign currencies to manage the risk associated with forecasted exchange rates which impact revenues, cost of sales, and operating expenses in various international markets. The objective of the forward contracts is to reduce the variability of cash flows associated with the forecasted purchase or sale of the foreign currencies. As of June September 30, 2026 and December 31, 2025, we had entered into foreign currency forward contracts, which qualified as cash flow hedges, with aggregate notional amounts of $ 127.1 157.0 million and $ 138.6 million, respectively.

1 unchanged paragraph

We forecast our net exposure in various receivables and payables to fluctuations in the value of various currencies, and we enter into foreign currency forward contracts to mitigate a portion of that exposure. As of June September 30, 2026 and December 31, 2025, we had entered into foreign currency forward contracts related to those balance sheet accounts with aggregate notional amounts of $ 139.7 151.0 million and $ 107.6 million, respectively.

Balance Sheet Presentation of Derivative Instruments. As of June September 30, 2026 and December 31, 2025, all derivative instruments, both those designated as hedging instruments and those that were not designated as hedging instruments, were recorded at fair value on a gross basis on our consolidated balance sheets. We are not subject to any master netting agreements.

4 unchanged paragraphs

Prepaid expenses and other current assets

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Prepaid expenses and other current assets

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Three Months Ended June September 30,

Three Months Ended June September 30,

Three Months Ended June September 30,

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Six Months Ended June 30,

Six Months Ended June 30,

Six Months Ended June 30,

Nine Months Ended September 30,

Nine Months Ended September 30,

Nine Months Ended September 30,

3 unchanged paragraphs

As of June September 30, 2026, a gain of $ 1.9 0.1 million, or $ 1.4 0.0 million after taxes, was expected to be reclassified from AOCI to earnings in revenue and cost of sales over the succeeding twelve months.

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and 36 more changes in the filing

MD&A 65 changes

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related condensed notes thereto, which are included in Part I of this report. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to inherent risks and uncertainties that may adversely impact our operations and financial results. These risks and uncertainties are discussed in Part I, Item 1A Risk Factors in the 2025 Annual Report on Form 10-K and in Part II, Item 1A Risk Factors in this report and in our Quarterly Report on Form 10-Q for each of the quarter quarters ended March 31, 2026 and June 30, 2026.

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For the three-month period ended June September 30, 2026, we reported sales of $418.8 $416.2 million, an increase of $36.4 $32.1 million or 10% 8.4% compared to sales for the three-month period ended June September 30, 2025 of $382.5 $384.2 million. For the six-month nine-month period ended June September 30, 2026, we reported sales of $800.7 $1,217.0 million, an increase of $62.9 $95.0 million or 9% 8.5% compared to sales for the six-month nine-month period ended June September 30, 2025 of $737.8 $1,122.0 million. Foreign currency fluctuations (net of hedging) increased our net sales by $3.0 $1.1 million and $10.9 $12.0 million for the three and six-month nine-month periods ended June September 30, 2026, respectively, assuming applicable foreign exchange rates in effect during the comparable prior-year periods.

Gross profit as a percentage of sales increased decreased to 51.4% 48.2% for the three-month period ended June September 30, 2026 compared to 48.2% 48.5% for the three-month period ended June September 30, 2025. Gross profit as a percentage of sales increased to 50.0% 49.4% for the six-month nine-month period ended June September 30, 2026 compared to 48.3% 48.4% for the six-month nine-month period ended June September 30, 2025.

Net income for the three-month period ended June September 30, 2026 was $38.8 $42.3 million, or $0.65 $0.70 per share, compared to net income of $32.6 $27.8 million, or $0.54 $0.46 per share, for the three-month period ended June September 30, 2025. Net income for the six-month nine-month period ended June September 30, 2026 was $79.8 $122.1 million, or $1.33 $2.03 per share, compared to net income of $62.7 $90.5 million, or $1.03 $1.49 per share, for the six-month nine-month period ended June September 30, 2025.

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On February 20, 2026, the U.S. Supreme Court ruled that tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") were not authorized by the statute. The Company is the importer of record for certain raw materials and products that were previously subject to such tariffs under IEEPA. During the second quarter of 2026, we received approximately $6.9 million in refunds related to previously paid IEEPA tariffs recognized within cost of sales. Significant uncertainty remains regarding how and when any remaining amounts may be recovered, including the potential recovery for certain tariffs paid relating to raw materials and products for which the Company is not the importer of record. The Company continues to monitor ongoing legal proceedings related to the scope of this refund process, which could affect the amount of any future recoveries.

Our revenue results during the three-month period ended June September 30, 2026 were driven primarily by demand in both our domestic and international regions.

On April 1, 2026, we completed the acquisition of View Point, which included the OneMark Detection Imaging System and OneMark Tissue Markers used in the diagnosis and localization of breast and soft tissue tumors. We began commercial sales of OneMark products during the third quarter of 2026 and expect to continue to expand commercial availability through the remainder of 2026 and into 2027.

As of June September 30, 2026, we had cash, cash equivalents, and restricted cash of $450.9 $505.8 million and net available borrowing capacity under our Amended Fourth A&R Credit Agreement of $697 million.

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Other income (expense) net

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Sales for the three-month period ended June September 30, 2026 increased by 9.5%, 8.4%, or $36.4 $32.1 million, compared to the corresponding period in 2025. Sales for the six-month nine-month period ended June September 30, 2026 increased by 8.5%, or $62.9 $95.0 million, compared to the corresponding period in 2025. Listed below are the sales by product category and platform for the three and six-month nine-month periods ended June September 30, 2026 and 2025 (in thousands, other than percentage changes):

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The foregoing increase in sales for the six-month period ended June 30, 2026 was partially offset by decreased sales within the following platforms:

Other (Income) Expense Net

Foundational Sales. Our foundational sales for the three-month period ended June September 30, 2026 were $281.0 $275.7 million, up 7.1% 5.7% when compared to the corresponding period of 2025 of $262.4 $260.9 million. Sales for the three-month period ended June September 30, 2026 were favorably affected by increased sales within the following platforms:

(a) Access, which increased by $9.7 $6.4 million, or 6.4%, 4.2%, from the corresponding period of 2025. This increase was driven primarily by hemostasis products acquired in the Biolife Merger, as well as increased sales of our angiography, and access and hemostasis products, partially offset by decreased sales in our drainage and intervention products.

(b) OEM, which increased by $1.2 $4.8 million, or 1.4%, 11.5%, from the corresponding period of 2025. This increase was driven primarily by increased sales of our sensors, fluid management, sensors, angiography and access products, partially offset by decreased sales in of our kits, intervention and CRM/EP products.

(c) Vascular Intervention, which increased by $6.7 $7.0 million, or 19.2%, 19.7%, from the corresponding period of 2025. This increase was driven primarily by increased sales of our drainage and biopsy products.

The foregoing increase in sales for the three-month period ended June September 30, 2026 was partially offset by decreased sales within our Procedural Solutions platform, which decreased by $3.8 $5.1 million, or 11.9%, 15.9%, from the corresponding period of 2025. This decrease was driven primarily by the sale of the DualCap product line to Health Line . partially offset by increased sales of our trays.

Our foundational sales for the six-month nine-month period ended June September 30, 2026 were $536.4 $812.2 million, up 6.7% 6.4% when compared to the corresponding period of 2025 of $502.8 $763.7 million. Sales for the six-month nine-month period ended June September 30, 2026 were favorably affected by increased sales within the following platforms:

(a) Access, which increased by $26.4 $32.8 million, or 9.2%, 7.5%, from the corresponding period of 2025. This increase was driven primarily by hemostasis products acquired in the Biolife Merger, as well as increased sales of our angiography and access products, partially offset by decreased sales in our drainage products.

(b) OEM, which increased by $5.1 $6.0 million, or 11.8%, 4.7%, from the corresponding period of 2025. This increase was driven primarily by increased sales of our access, sensors, fluid management, access, hemostasis and angiography products, partially offset by decreased sales in our intervention, kits and cardiac rhythm management/electrophysiology ( CRM/EP ) products.

(c) Vascular Intervention, which increased by $12.9 $19.9 million, or 19.0%, 19.2%, from the corresponding period of 2025. This increase was driven primarily by increased sales of our drainage and biopsy products.

The foregoing increase in sales for the six-month nine-month period ended June September 30, 2026 was partially offset by decreased sales within our Procedural Solutions platform, which decreased by $5.9 $11.0 million, or 9.7%, 11.9%, from the corresponding period of 2025. This decrease was driven primarily by the sale of the DualCap product line to Health Line , partially offset by increased sales of our trays.

Therapeutic Sales . Our therapeutic sales for the three-month period ended June September 30, 2026 were $137.9 $140.5 million, up 14.8% 14.0% when compared to sales in the corresponding period of 2025 of $120.1 $123.3 million. Sales for the three-month period ended June September 30, 2026 were favorably affected by increased sales within the following platforms:

(a) Cardiac Therapies, which increased by $5.6 $2.0 million, or 24.3%, 7.9%, from the corresponding period of 2025. This increase was driven primarily by increased sales of our lead management products, Prelude SNAP and the SoloPace temporary pacing system.

(b) Endoscopy, which increased by $5.2 $5.8 million, or 28.5%, 32.9%, from the corresponding period of 2025. This increase was driven primarily by sales attributable to the acquisition of the C2 Cryoballoon from Pentax and increased sales of the EsophyX Z+ device Resilience TM esophageal stent .

(c) OEM, which increased by $3.1 million, or 31.5%, from the corresponding period of 2025. This increase was driven primarily by increased sales of our ablation products. partially offset by decrease sales in our CRM/EP products.

(d) Oncology, which increased by $1.8 $3.8 million, or 7.6%, 16.4%, from the corresponding period of 2025. This increase was driven primarily by increased sales of our SCOUT radar localization products.

(e) Vascular Intervention, which increased by $2.2 $2.7 million, or 6.8%, 8.3%, from the corresponding period of 2025. This increase was driven primarily by increased sales of our delivery systems and embolotherapy products.

The foregoing increase in sales for the three-month period ended June September 30, 2026 was partially offset by decreased sales within our Renal Therapies platform, which decreased by $0.1 $0.3 million, or 0.8%, 1.9%, from the corresponding period of 2025. This decrease was driven primarily by decreased sales of our access products.

Our therapeutic sales for the six-month nine-month period ended June September 30, 2026 were $264.3 $404.8 million, up 12.4% 13.0% when compared to sales in the corresponding period of 2025 of $235.0 $358.3 million. Sales for the six-month nine-month period ended June September 30, 2026 were favorably affected by increased sales within the following platforms:

(a) Cardiac Therapies, which increased by $12.4 $14.4 million, or 28.6%, 20.9%, from the corresponding period of 2025. This increase was driven primarily by increased sales of our lead management products, Prelude SNAP and SoloPace temporary pacing system.

(b) Endoscopy, which increased by $10.4 $16.2 million, or 29.7%, 30.8%, from the corresponding period of 2025. This increase was driven primarily by sales attributable to the acquisition of the C2 Cryoballoon from Pentax and increased sales of the EsophyX Z+ device. Resilience TM esophageal stent .

(a) (c) OEM, which decreased increased by $0.6 $2.5 million, or 2.9%, 8.2%, from the corresponding period of 2025. This decrease increase was driven primarily by decreased increased sales of our peripheral intervention and CRM/EP ablation products, partially offset by increased decreased sales of our ablation peripheral intervention and CRM/EP products.

(c) (d) Oncology, which increased by $3.3 $7.1 million, or 7.1%, 10.3%, from the corresponding period of 2025. This increase was driven primarily by increased sales of our SCOUT radar localization products.

(d) (e) Vascular Intervention, which increased by $5.7 $8.5 million, or 9.0%, 8.8%, from the corresponding period of 2025. This increase was driven primarily by increased sales of our delivery systems and embolotherapy products.

(b) The foregoing increase in sales for the nine-month period ended September 30, 2026 was partially offset by decreased sales within our Renal Therapies platform, which decreased by $2.0 $2.2 million, or 7.6%, 5.6%, from the corresponding period of 2025. This decrease was driven primarily by decreased sales of our access products.

Listed below are sales by geography for the three and six-month nine-month periods ended June September 30, 2026 and 2025 (in thousands, other than percentage changes):

Domestic Sales. Domestic sales for the three-month period ended June September 30, 2026 were $252.1 $255.9 million, or 60.2% 61.5% of net sales, up 11.0% when compared to the corresponding period of 2025. Domestic sales for the six-month nine-month period ended June September 30, 2026 were $478.6 $734.5 million, or 59.8% 60.4% of net sales, up 8.6% 9.4% when compared to the corresponding period of 2025.

International Sales . International sales for the three-month period ended June September 30, 2026 were $166.8 $160.3 million, or 39.8% 38.5% of net sales, up 7.3% 4.4% when compared to the corresponding period in 2025 of $155.4 $153.6 million. International sales for the six-month nine-month period ended June September 30, 2026 were $322.2 $482.5 million, or 40.2% 39.6% of net sales, up 8.4% 7.0% when compared to the corresponding period in 2025 of $297.2 $450.7 million. The increase in our international sales for the three and six-month nine-month periods ended June September 30, 2026, compared to the corresponding periods of 2025 included increased sales in each of our Europe, the Middle East and Africa, Rest of World and Asia Pacific regions. .

Our gross profit as a percentage of sales increased to 51.4% for the three-month period ended June 30, 2026, compared decreased to 48.2% for the three-month period ended June 30, 2025. Our gross profit as a percentage of sales increased to 50.0% for the six-month period ended June September 30, 2026, compared to 48.3% 48.5% for the six-month three-month period ended June September 30, 2025. The increase decrease in gross profit percentage was primarily due to an increase in sales combined with favorable changes in product mix unfavorable price variances and refunds of approximately $6.9 million relating to previously paid IEEPA tariffs. increased freight costs.

Our gross profit as a percentage of sales increased to 49.4% for the nine-month period ended September 30, 2026, compared to 48.4% for the nine-month period ended September 30, 2025. The increase in gross profit percentage was primarily due to an increase in sales combined with favorable changes in product mix and refunds of $6.9 million relating to previously paid IEEPA tariffs.

Selling, General and Administrative Expense. Selling, general and administrative ( SG&A ) expenses decreased $(0.3) million, or (0.2)%, for the three-month period ended September 30, 2026 compared to the corresponding period of 2025. As a percentage of sales, SG&A expenses were 28.7% for the three-month period ended September 30, 2026, compared to 31.2% for the corresponding period of 2025. For the three-month period ended September 30, 2026, SG&A expenses decreased compared to the corresponding period of 2025, primarily due to a decrease in legal fees, acquisition-related integration costs and employee termination benefits, partially offset by an increase in employee compensation expenses.

Selling, General and Administrative Expense. Selling, general and administrative ( SG&A ) expenses increased $16.1 $26.6 million, or 14.3%, 7.8%, for the three-month nine-month period ended June September 30, 2026 compared to the corresponding period of 2025. As a percentage of sales, SG&A expenses were 30.9% 30.2% for the three-month nine-month period ended June September 30, 2026, compared to 29.6% for the corresponding period of 2025. SG&A expenses increased $26.9 million, or 12.2%, 30.3% for the six-month period ended June 30, 2026 compared to the corresponding period of 2025. As a percentage of sales, SG&A expenses were 30.9% For the six-month period ended June 30, 2026, compared to 29.9% for the corresponding nine-month period of 2025. For the three and six-month periods ended June September 30, 2026, SG&A expenses increased compared to the corresponding periods period of 2025, primarily due to an increase in labor-related costs including (i) commissions associated with sales growth, (ii) headcount additions to support investment in the business and (iii) stock-based compensation. Additional drivers of the increase were costs associated with the View Point Merger totaling $5.6 $5.7 million and company conferences. Such increases were partially offset by a decrease in contract termination costs incurred during 2025 as a result of the Biolife Merger.

Research and Development Expenses. Research and development ( R&D ) expenses for the three-month period ended June September 30, 2026 were $25.4 $22.4 million, up 4.2%, down (6.6)%, when compared to R&D expenses in the corresponding period of 2025 of $24.4 $24.0 million. R&D expenses For the six-month period ended June 30, 2026 were $48.0 million, up 2.5%, when compared to R&D expenses in the corresponding three-month period of 2025 of $46.8 million. For the three and six-month periods ended June September 30, 2026, R&D expenses increased decreased compared to the corresponding periods period of 2025 primarily due to annual merit-based salary increases effective in the second quarter of 2026. decreased service related costs for ongoing compliance with European Union Medical Device Registration ( MDR ).

R&D expenses for the nine-month period ended September 30, 2026 were $70.4 million, down (0.6)%, when compared to R&D expenses in the corresponding period of 2025 of $70.8 million. For the nine-month period ended September 30, 2026, R&D expenses decreased compared to the corresponding period of 2025 primarily due to decreased service related costs for ongoing compliance with MDR, partially offset by an increase in employee compensation expenses.

Contingent Consideration (Benefit) Expense . For the three and six-month nine-month periods ended June September 30, 2026, we recognized contingent consideration expense (benefit) from changes in the estimated fair value of our contingent consideration obligations stemming from our previously disclosed business acquisitions of $0.1 $(0.0) million and $(0.0) $(0.1) million, respectively, compared to contingent consideration expense of $0.1 $0.0 million and $1.2 million respectively, for the three and six-month nine-month periods ended June September 30, 2025, respectively. Expense (benefit) in each period related to changes in the probability and timing of achieving certain revenue and operational milestones, as well as expense for the passage of time.

Our operating income for the three-month period ended June September 30, 2026 was $60.4 $58.8 million, compared to operating income in the corresponding period of 2025 of $46.9 $42.6 million. The increase in operating income during the three-month period ended June September 30, 2026 compared to the corresponding period of 2025 was primarily a result of increased sales and gross margin, decreased SG&A and R&D costs, partially offset by an increase a decrease in SG&A expense. gross margin.

Our operating income for the six-month nine-month period ended June September 30, 2026 was $104.6 $163.3 million, compared to operating income in the corresponding period of 2025 of $87.9 $130.5 million. The increase in operating income during the six-month nine-month period ended June September 30, 2026 compared to the corresponding period of 2025 was primarily a result of increased sales and gross margin, partially offset by an increase in SG&A expense.

Our other expense for the three months ended June September 30, 2026 and 2025 was $9.1 $3.0 million and $3.5 $4.1 million, respectively. The change in other (income) expense for the three-month period ended June September 30, 2026 compared to the corresponding period of 2025 was primarily related to a one-time charge of $5.1 million for additional increased interest incurred pursuant to Merit's obligation to remove restrictive legends income associated with respect to the Convertible Notes. higher cash balances and interest rates and deferred compensation investment gains, partially offset by increased interest expense associated with our deferred View Point Merger payments.

Our other (income) expense for the six nine months ended June September 30, 2026 and 2025 was $(0.3) $2.7 million and $6.6 $10.6 million, respectively. The change in other (income) expense for the six-month nine-month period ended June September 30, 2026 compared to the corresponding period of 2025 was primarily related to a gain of approximately $12.5 million associated with the sale of the DualCap product line to Health Line in February 2026, partially offset by a one-time charge of $5.1 million for additional interest incurred pursuant to Merit's obligation to remove restrictive legends with respect to the Convertible Notes and increased interest expense associated with our deferred View Point Merger payments.

Our provision for income taxes for the three-month periods ended June September 30, 2026 and 2025 was a tax expense of $12.5 $13.5 million and $10.8 million, respectively, which resulted in an effective tax rate of 24.4% 24.2% and 24.9%, 28.0%, respectively. Our provision for income taxes for the six-month nine-month periods ended June September 30, 2026 and 2025 was a tax expense of $25.1 $38.5 million and $18.6 $29.4 million, respectively, which resulted in an effective tax rate of 23.9% 24.0% and 22.9%, 24.5%, respectively. The decrease in the effective income tax rate for the three-month period three and nine-month periods ended June September 30, 2026, when compared to the prior-year period, periods, was primarily due to increased benefit from discrete items such as deferred compensation. The increase in the effective income tax rate for the six-month period ended June 30, 2026, when compared to the prior-year period, was primarily due to decreased benefit from discrete items such as share-based compensation, and impacts from the enacted OBBBA tax impacts of recent acquisition and divestiture activity. law. The increase in income tax expense for the three and six-month nine-month periods ended June September 30, 2026, when compared to the prior-year periods, was primarily due to increased pre-tax book income. and Our effective tax rate differs from the U.S. statutory rate primarily due to the impact of net controlled foreign corporation tested income and Subpart F inclusions, state income taxes, foreign taxes, other nondeductible permanent items previously listed. and discrete items (such as share-based compensation).

Our net income for the three-month periods ended June September 30, 2026 and 2025 was $38.8 $42.3 million and $32.6 $27.8 million, respectively. The increase in our net income for the three-month period ended June September 30, 2026 was the result of several principal factors, including increased sales and gross margin, partially offset by increased decreased SG&A, expenses, R&D, and other expense, partially offset by decreased gross margin and increased income tax expense.

Our net income for the six-month nine-month periods ended June September 30, 2026 and 2025 was $79.8 $122.1 million and $62.7 $90.5 million, respectively. The increase in our net income for the six-month nine-month period ended June September 30, 2026 was the result of several principal factors, including increased sales and gross margin and decreased R&D and other income, expense, partially offset by increased SG&A expenses and income tax expense.

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As of June September 30, 2026 and December 31, 2025, our current assets exceeded current liabilities by $847.3 $933.7 million and $800.4 million, respectively, and we had cash, cash equivalents and restricted cash of $450.9 $505.8 million and $448.5 million, respectively, of which $65.5 $72.4 million and $66.0 million, respectively, were held by foreign subsidiaries. We currently believe f uture repatriation of cash and other property held by our foreign subsidiaries will generally not be subject to U.S. federal income tax . As a result, earnings of our foreign subsidiaries are not considered to be permanently reinvested. In addition, cash held by our subsidiary in China is subject to local laws and regulations that require government approval for the transfer of such funds to entities located outside of China. As of June September 30, 2026, and December 31, 2025, we had cash, cash equivalents and restricted cash of $19.7 $19.0 million and $20.0 million, respectively, within our subsidiary in China.

Cash flows provided by operating activities . We generated cash from operating activities of $110.0 $175.2 million and $123.9 $198.9 million during the six-month nine-month periods ended June September 30, 2026 and 2025, respectively. Significant factors affecting operating cash flows during these periods included:

Net income was $79.8 $122.1 million and $62.7 $90.5 million for the six-month nine-month periods ended June September 30, 2026 and 2025, respectively.

Depreciation and amortization was $61.5 $93.4 million and $60.3 $91.6 million for the six-month nine-month periods ended June September 30, 2026 and 2025, respectively. The increase in depreciation and amortization for the six-month nine-month period ended June September 30, 2026 was primarily associated with the amortization of developed technology and other intangible assets acquired in connection with the Biolife Merger, C2 Acquisition and View Point Merger and depreciation of new property and equipment, including our South Jordan distribution facility.

Cash used for inventories was $43.6 $59.9 million and $11.7 $15.1 million for the six-month nine-month periods ended June September 30, 2026 and 2025, respectively. The increase in inventories during 2026 was principally associated with our strategy to proactively invest in our inventory balances to encourage high customer service levels, as well as to expand inventory balances for newly-acquired products and increases in safety stock due to vendor supply delays.

Cash used for trade receivables was $21.3 $18.8 million and $7.3 $13.7 million for the six-month nine-month periods ended June September 30, 2026 and 2025, respectively, due primarily to the timing of customer payments and increased sales.

Cash provided by (used for) other long-term obligations was $14.0 $9.9 million and $(2.2) $(0.8) million for the six-month nine-month periods ended June September 30, 2026 and 2025, respectively, due primarily to an increase in deferred revenue associated with revenue from contracts with customers under our OEM product platform in 2026 .

Cash flows used in investing activities. Cash used in investing activities was $102.4 $124.7 million and $173.0 $197.1 million for the six-month nine-month periods ended June September 30, 2026 and 2025, respectively. We used cash for capital expenditures of property and equipment of $33.3 $45.7 million and $34.8 $57.3 million in the six-month nine-month periods ended June September 30, 2026 and 2025, respectively. Capital expenditures in each period were primarily related to investments in property and equipment to support development and production of our products, and include costs for the construction of a new distribution facility in South Jordan, Utah. Historically, we have incurred significant expenses in connection with facility construction, production automation, product development and the introduction of new products. We anticipate that we will spend approximately $80 $60 to $100 $70 million in 2026 for property and equipment.

Cash outflows for the acquisition of equity investments and issuance of notes receivable were $14.6 $9.2 million and $14.9 million for the six-month period nine-month periods ended June September 30, 2026 and 2025, respectively. Cash outflows invested in acquisitions were $93.0 million and $122.6 $122.8 million for the six-month nine-month periods ended June September 30, 2026 and 2025, respectively, and were primarily related to the acquisitions of View Point in 2026 and Biolife in 2025. Cash inflows from divestitures were $25.5 million for the six-month nine-month period ended June September 30, 2026 and were related to the sale of the DualCap product line to Health Line.

Cash flows (used in) provided by financing activities. Cash (used in) provided by financing activities for the six-month nine-month periods ended June September 30, 2026 and 2025 was $(5.3) $6.3 million and $11.3 $10.9 million, respectively. For the six-month nine-month periods ended June September 30, 2026 and 2025, we had cash used in financing activities of $3.0 million and $2.6 million, respectively, primarily attributable to the payment of milestone-based contingencies associated with the C2 Acquisition in 2026 and Brightwater Medical, Inc. in 2025. We had cash (outflows) inflows from the issuance of Common Stock of $(2.4) $9.3 million and $13.9 $13.6 million, net of taxes paid in exchange for common stock, for the six-month nine-month periods ended June September 30, 2026 and 2025, respectively, related to the exercise of non-qualified stock options and release of time and performance-based stock awards.

As of June September 30, 2026, we had outstanding borrowings of $747.5 million and had issued letter of credit guarantees of $2.9 $3.0 million, with additional available borrowings of approximately $697 million under the Amended Fourth A&R Credit Agreement, based on the maximum net leverage ratio and the aggregate revolving credit commitment pursuant to the Amended Fourth A&R Credit Agreement. Our interest rate as of June September 30, 2026 and December 31, 2025 was a fixed rate of 3.0% on our Convertible Notes.

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Our financial results are affected by the selection and application of accounting policies and methods. In the six-month nine-month period ended June September 30, 2026 there were no changes to the application of critical accounting policies previously disclosed in Part II, Item 7 of our 2025 Annual Report on Form 10-K.

Forward-looking statements 3 changes

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statements that address our future operating performance or events or developments that we expect or anticipate will occur, including, without limitation, any statements regarding our projected earnings, revenue, revenue growth or other future financial measures, our plans and objectives for future operations, our proposed new products or services, the integration, development or commercialization of the business or any assets acquired from other parties, future economic conditions or performance, the implementation of, and results which may be achieved through, Merit s Continued Growth Initiatives Program or other business optimization initiatives, and any statements of assumptions underlying any of the foregoing; and statements regarding our past performance, efforts, or results about which inferences or assumptions may be made, including statements proceeded preceded or followed by the words "preliminary," "initial," "potential," "possible," "diligence," "industry-leading," "compliant," "indications," or "early feedback" or other forms of these words or similar words or expressions, or the negative thereof or other comparable terminology.

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The following are some of the important risks and uncertainties that could cause Merit s actual results to differ from our management s expectations in any forward-looking statements: risks and uncertainties associated with Merit s acquisition of View Point and arising from the OneMark Tissue Localization System and related technology; risks and uncertainties associated with Merit s integration of conflict among the View Point business, assets and operations into its operations United States, Israel and its ability to achieve anticipated financial results, product development Iran and other anticipated benefits of the acquisition; uncertainties as to whether Merit will achieve revenue or other financial performance consistent with its forecasts projected for the View Point Merger; related geopolitical instability; risks and uncertainties associated with Merit s executive succession and leadership transition; risks and uncertainties regarding trade policies or related actions implemented by the United States or other countries, including existing, proposed, prospective or invalidated tariffs, duties or other measures; risks and uncertainties associated with Merit s integration of businesses or assets acquired from third parties, including View Point in April 2026 and the business and assets acquired in connection with the C2 Acquisition in November 2025 and the Biolife Merger in May 2025, and Merit s ability to achieve the anticipated operating and financial results, product development and other anticipated benefits of such acquisitions; effects of the Convertible Notes on Merit s net income and earnings per share performance; restrictions and limitations set forth in the Convertible Notes and Indenture, which could affect Merit s ability to operate its business as well as its liquidity; disruptions in Merit s supply chain, manufacturing or sterilization processes; U.S. and global political, economic, competitive, reimbursement and regulatory conditions; modification or limitation of, or policies and procedures associated with, governmental or private insurance reimbursement policies; reduced availability of, and price increases associated with, components and other raw materials; increases in transportation expenses; risks relating to Merit s potential inability to successfully manage growth through acquisitions generally, including the inability to effectively integrate acquired operations or products or commercialize technology developed internally or acquired through completed, proposed or future transactions; prospective financial obligations or other uncertainties associated with Merit s divestiture of its DualCap anti-microbial cap product line in February 2026; fluctuations in interest or foreign currency exchange rates and inflation; cybersecurity events; government scrutiny and regulation of the medical device industry; difficulties relating to development, testing and regulatory approval, clearance and maintenance of Merit s products; the safety, efficacy and patient and physician adoption of Merit s products; the ability to fully enroll and the outcomes of ongoing and future clinical trials and market studies relating to Merit s products; litigation and other legal proceedings affecting Merit; risks and possible effects of any failure to comply with U.S. and foreign laws and regulations; restrictions on Merit s liquidity or business operations resulting from its debt agreements; infringement of Merit s technology or the assertion that Merit s technology infringes the rights of other parties; product recalls and product liability claims; potential for significant adverse changes in governing regulations; changes in tax laws and regulations in the United States or other jurisdictions or exposure to additional tax liabilities which may adversely affect Merit s effective tax rate; termination of relationships with Merit s suppliers, or failure of such suppliers to perform; development of new products and technology that could render Merit s existing or future products obsolete; market acceptance of new products; failure to comply with applicable environmental laws; changes in key personnel; labor shortages and increases in labor costs; price and product competition; extreme weather events; and geopolitical events. For a further discussion of the risks and uncertainties and other factors that may affect our business, operations or financial condition, see Part I, Item 1A. Risk Factors in the 2025 Annual Report on Form 10-K filed with the SEC which we updated in Part II, Item 1A. Risk Factors in this report.

infringement of Merit s technology or the assertion that Merit s technology infringes the rights of other parties; product recalls and product liability claims; potential for significant adverse changes in governing regulations; changes in tax laws and regulations in the United States or other jurisdictions or exposure to additional tax liabilities which may adversely affect Merit s effective tax rate; termination of relationships with Merit s suppliers, or failure of such suppliers to perform; development of new products and technology that could render Merit s existing or future products obsolete; market acceptance of new products; failure to comply with applicable environmental laws; changes in key personnel; labor shortages and increases in labor costs; price and product competition; extreme weather events; and geopolitical events. For a further discussion of the risks and uncertainties and other factors that may affect our business, operations or financial condition, see Part I, Item 1A. Risk Factors in the 2025 Annual Report on Form 10-K filed with the SEC which we updated in Part II, Item 1A. Risk Factors in this report.

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Market risk 1 change

Quantitative and qualitative disclosures about currency exchange rate risk and interest rate risk are included in Part II, Item 7A "Quantitative and Qualitative Disclosures About Market Risk" in the 2025 Annual Report on Form 10-K. In the six-month nine-month period ended June September 30, 2026, there were no material changes from the information provided therein.

Controls and procedures 2 changes

1 unchanged paragraph

Our management is responsible for establishing and maintaining adequate disclosure controls and procedures for our company. Consequently, our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of June September 30, 2026. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

1 unchanged paragraph

Except as set forth below, during the six-month three-month period ended June September 30, 2026, there were no changes in our internal control over financial reporting that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934).

1 unchanged paragraph

Other information 4 changes

(a) On July 27, 2026, we executed a First Amendment to the Merit Medical Systems, Inc. 2026 Equity Incentive Plan (the Plan Amendment ), which modifies the Merit Medical Systems, Inc. 2026 Equity Incentive Plan (the Plan ). Under the Plan, acceleration of vesting is generally not permitted unless (i) a change of control has occurred, and (ii) a Qualifying Termination has occurred. The original definition of Qualifying Termination was specific to employees. The effect of the Plan Amendment is to expand the definition of Qualifying Termination to address events that would constitute a Qualifying Termination for non-employee directors and consultants. This summary is qualified by the Plan Amendment, which is incorporated herein by reference and filed as Exhibit 10.2 to this Report.

On May 21, 2026 , Brian G. Lloyd , our Chief Legal Officer and Corporate Secretary, adopted a trading arrangement (the Lloyd Rule 10b5-1 Trading Plan ) for the sale of Common Stock that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). The Lloyd Rule 10b5-1 Trading Plan provides for the sale of up to 16,722 shares of Common Stock issuable under the terms of certain stock options granted to Mr. Lloyd by Merit. The Lloyd Rule 10b5-1 Trading Plan will terminate on February 26, 2027 , unless terminated earlier pursuant to the terms of the Lloyd Rule 10b5-1 Trading Plan.

(c) On May 26, August 24, 2026 , Raul Parra Michel Voigt , our Chief Financial Human Resources Officer and Treasurer, adopted , modified a trading arrangement (the Parra Voigt Rule 10b5-1 Trading Plan ) for the sale of Common Stock that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). Pursuant to Exchange Act Rule 10b5-1(c)(1)(iv), the Parra modification is considered a termination of the existing trading arrangement and the adoption of a new trading arrangement. The Voigt Rule 10b5-1 Trading Plan provides for the sale of up to 50,646 7,682 shares of Common Stock issued or issuable under the terms of certain stock options and performance share awards and restricted stock awards granted to Mr. Parra Voigt by Merit. The Parra Voigt Rule 10b5-1 Trading Plan will terminate on May 26, 2028 12, 2027 , unless terminated earlier pursuant to the terms of the Parra Voigt Rule 10b5-1 Trading Plan.

Other than with respect to the Parra Rule 10b5-1 Trading Plan and the Lloyd Voigt Rule 10b5-1 Trading Plan, none of our directors or officers informed us of the adoption or termination of a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as those terms are defined in Item 408 of Regulation S-K, during the three-month period ended June September 30, 2026.

Exhibits 11 changes

3 unchanged paragraphs

Merit Medical Systems, Inc. 2026 Equity Incentive Plan *

First Amendment to the Merit Medical Systems, Inc. 2026 Equity Incentive Plan

Merit Medical Systems, Inc. 2026 Employee Stock Purchase Plan *

Form of Restricted Stock Unit Award Agreement for Directors *

Form of Indemnification Agreement, dated July 17, 2026, between Merit Medical Systems, Inc. and each director.

Form of Indemnification Agreement, dated July 17, 2026, between Merit Medical Systems, Inc. and each of the following individuals: Raul Parra, Brian G. Lloyd, Christian Adam Smith and Michel J. Voigt.

Employment Agreement, effective as of August 31, 2026, between Merit Medical Systems, Inc. and Sheri L. Lewis .*

Indemnification Agreement, dated August 31, 2026, between Merit Medical Systems, Inc. and Sheri L. Lewis.

4 unchanged paragraphs

The following financial information from the quarterly report on Form 10-Q for the quarter ended June September 30, 2026, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Stockholders Equity, (v) Consolidated Statements of Cash Flows, and (vi) related Condensed Notes to the Unaudited Consolidated Financial Statements, tagged in detail.

5 unchanged paragraphs

Date: October 29, 2026

2 unchanged paragraphs

Date: October 29, 2026

1 unchanged paragraph

Unchanged: Financial Statements (Unaudited), Legal proceedings, Risk factors

Compared by code from the two filings' text and XBRL. Not advice.

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