ICU MEDICAL INC/DE 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Recent Sales of Unregistered Securities On January 6, 2022, as part of the consideration for the acquisition of Smiths Medical, we issued 2.5 million unregistered shares of our common stock to Smiths Group International Holdings Limited. The issuance of these shares to Smiths Medical in accordance with the terms and subject to the conditions set forth in a shareholders agreement was made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act and/or the private offering safe harbor provision of Rule 506 of Regulation D promulgated thereunder, as transactions not involving a public offering. Purchase of Equity Securities The following is a summary of our stock repurchasing activity during the third quarter of 2022: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of a publicly announced program Approximate dollar value that may yet be purchased under the program (1) 07/01/2022 — 07/31/2022 — $ — — $ 100,000,000 08/01/2022 — 08/31/2022 — $ — — $ 100,000,000 09/01/2022 — 09/30/2022 — $ — — $ 100,000,000 Third quarter of 2022 total — $ — — $ 100,000,000 ____________________________ 59 (1) Our common stock purchase plan, which authorized the repurchase of up to $100.0 million of our common stock, was authorized by our Board of Directors and publicly announced in August, 2019. This plan has no expiration date. We are not obligated to make any purchases under our stock purchase program. Subject to applicable state and federal corporate and securities laws, purchases under a stock purchase program may be made at such times and in such amounts as we deem appropriate. Purchases made under our stock purchase program can be discontinued at any time we feel additional purchases are not warranted. 60 Item 6. Exhibits Exhibit Index Exhibit 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 32.1 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 101.INS XBRL Instance Document - this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. Exhibit 101.SCH XBRL Taxonomy Extension Schema Document Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Exhibit 101.DEF XBRL Taxonomy Extension Definition Linkbase Document Exhibit 101.LAB XBRL Taxonomy Extension Label Linkbase Document Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 61 Signature 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. ICU Medical, Inc. (Registrant) /s/ Brian M. Bonnell Date: November 7, 2022 Brian M. Bonnell Chief Financial Officer (Principal Financial Officer and Authorized Officer) 62