What changed in this filing

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Item 9A. Controls and Procedures

2026-02-19 compared with 2025-02-27 · 43 added, 27 removed, 294 unchanged (19% of the section changed)

42 unchanged sentences

Morgan was as Co-Head of Global Healthcare Investment Banking from 2002 to 2006.

Christian Voigtlander has served as our Chief Operating Officer since January 2018.

From February 2017 to January 2018, Mr.

Voigtlander served as the Company’s Corporate Vice President, Business Development and General Manager, Infusion Solutions.

From June 2015 to February 2017, Mr.

Voigtlander served as the Company’s Vice President, Business Development.

Prior to May 2015, Mr.

Voigtlander held various roles at CareFusion and last served as Senior Vice President, Business Development and Strategy.

Brian Bonnell has served as our Chief Financial Officer and Treasurer since March 3, 2020.

6 unchanged sentences

Bonnell held various roles at CareFusion Corporation in Finance and last served as Senior Vice President, Tax and Treasurer.

Christian Voigtlander has served as our Chief Operating Officer since January 2018.

From February 2017 to January 2018, Mr.

Voigtlander served as the Company’s Corporate Vice President, Business Development and General Manager, Infusion Solutions.

From June 2015 to February 2017, Mr.

Voigtlander served as the Company’s Vice President, Business Development.

Prior to May 2015, Mr.

Voigtlander held various roles at CareFusion and last served as Senior Vice President, Business Development and Strategy.

Daniel Woolson has served as our President since October 2024.

1 unchanged sentence

Woolson served as our Corporate Vice President, General Manager - Infusion Systems from January 2017 to October 2024.

Woolson served

as President, Respiratory Solutions for Becton Dickinson from March 2015 to November 2016.

Woolson served as

President, Respiratory Solutions for Becton Dickinson from March 2015 to November 2016.

Prior to March 2015, Mr.

20 unchanged sentences

Greenberg spent thirteen years in a variety of leadership positions within Aon Corporation, including Chief Financial Officer of its Aon Global subsidiary.

Greenberg previously served as a director at Potrero Medical, Inc., the latest spinout of medical device incubator Theranova, LLC.

Currently Mr.

Greenberg serves on the board of directors of HomeThrive, Inc.

since October 2018, Canadian Hospital Specialties, a privately held medical device manufacturer and specialty distributor, since April 2021 and Access & Integrated Practice Holdings, LLC a comprehensive variable access medical services platform since 2023.

since October 2018, Canadian Hospital Specialties, a privately held medical device manufacturer and specialty distributor, since April 2021 and Finnitiv Health (formerly Access & Integrated Practice Holdings, LLC), a comprehensive variable access medical services platform, since 2023.

The Board believes Mr.

45 unchanged sentences

Abbey has been a director since January 2018 and is a member of the Nominating Governance Committee and the Compensation Committee.

Abbey is currently serving as Executive Vice President, Global Business Services, IT, Quality and Regulatory Affairs at Dexcom, Inc.

Abbey is currently serving as Executive Vice President, Global Business Services,

Regulatory, Medical and Clinical Affairs at Dexcom, Inc.

Abbey joined Dexcom in May of 2016.

17 unchanged sentences

Hernandez should serve as a director due to her extensive experience in the medical industry.

Kennedy has been a director since December 2021 and recently retired as President, Proton Solutions & Chief Growth Officer at Varian Medical Systems (“Varian”) in December 2021.

Kennedy has been a director since December 2021 and is a member of the Nominating and Governance Committee.

Kennedy retired as President, Proton Solutions & Chief Growth Officer at Varian Medical Systems (“Varian”) in December 2021.

Kennedy joined Varian in 1997 as Marketing Manager for radiation therapy delivery systems, and assumed other strategic roles over 24 years including Executive Vice President of Varian Oncology Systems, the market leading radiation therapy business division with nearly 7,000 employees worldwide.

2 unchanged sentences

Kennedy received BS degrees in Radiation Oncology and Psychology from Wayne State University as well as an MS degree in Medical Physics from the University of Colorado.

Kennedy currently serves on the boards of IPG Photonics since 2023 and Wayne State University Foundation since 2018, served on the board of the City Cancer Challenge Foundation from 2018 to 2022, and served on the board of the Radiation Oncology Institute from 2018 to 2021.

Kennedy currently serves on the boards of IPG Photonics since 2023, Wayne State University Foundation since 2018, and Partsol since 2025, and served on the boards of the City Cancer Challenge Foundation from 2018 to 2022, and Radiation Oncology Institute from 2018 to 2021.

The Board believes Ms.

35 unchanged sentences

Purchase Agreement, dated November 12, 2024, by and between ICU Medical, Inc., a Delaware corporation, ICU Medical Sales, Inc., a Delaware corporation and Otsuka Pharmaceutical Factory America, Inc., a Delaware corporation.

Filed as an Exhibit to Registrant's Current Report on Form 10-Q filed on November 12, 2024 (File No.

Filed as an Exhibit to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, filed on November 12, 2024 (File No.

Registrant's Certificate of Incorporation, as amended and restated.

6 unchanged sentences

Filed as an Exhibit to Registrant's Quarterly Report on Form 10-Q for the Quarter ended September 30, 2010, filed on October 22, 2010 (File No.

Registrant's 2002 Employee Stock Purchase Plan.* Filed as an Exhibit to Registrant's definitive Proxy Statement filed pursuant to Regulation 14A on April 3, 2002 (File No.

Registrant's 2002 Employee Stock Purchase Plan.

Filed as an Exhibit to Registrant's definitive Proxy Statement filed pursuant to Regulation 14A on April 3, 2002 (File No.

Executive officer compensation *

Non-employee director compensation *

2008 Performance-Based Incentive Plan, as amended.* Filed as Annex A to Registrant's proxy statement filed April 3, 2013 (File No.

2008 Performance-Based Incentive Plan, as amended.

Filed as Annex A to Registrant's proxy statement filed April 3, 2013 (File No.

Amended and Restated ICU Medical, Inc.

2011 Stock Incentive Plan.* Filed as an Exhibit to Registrant's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2018 (File No.

2011 Stock Incentive Plan.

Filed as an Exhibit to Registrant's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2018 (File No.

First Amendment to ICU Medical, Inc.

4 unchanged sentences

Filed as an Exhibit to Registrant's Current Report on Form 8-K filed on May 22, 2023 (File No.

Third Amendment to ICU Medical, Inc.

Amended and Restated 2011 Stock Incentive Plan.

Filed as an Exhibit to Registrant’s Current Report on Form 8-K filed on May 14, 2025 (File No.

Amended and Restated Executive Employment Agreement, dated as of April 15, 2022, by and between ICU Medical, Inc.

and Vivek Jain.* Filed as an Exhibit to Registrant's Current Report on Form 8-K filed on April 20, 2022 (File No.

and Vivek Jain.

Filed as an Exhibit to Registrant's Current Report on Form 8-K filed on April 20, 2022 (File No.

Letter agreement between the Registrant and Alison Burcar, effective April 1, 2019.* Filed as an Exhibit to Registrant's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2019 (File No.

ICU Medical, Inc.

Executive Severance Plan.* Filed as an Exhibit to Registrant’s Current Report on Form 8-K filed on January 6, 2017 (File No.

Executive Severance Plan.

Filed as an Exhibit to Registrant’s Current Report on Form 8-K filed on January 6, 2017 (File No.

First Amendment to the ICU Medical, Inc.

6 unchanged sentences

as Borrower, certain subsidiaries as guarantors, Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Securities, LLC and Barclays Bank PLC as joint bookrunners and joint lead arrangers and the other joint bookrunners and joint lead arrangers listed therein.# Filed as an Exhibit to Registrant's Current Report on Form 8-K filed January 7, 2022 (File No.

Amendment No.

2, dated as of October 31, 2025, to the Credit Agreement, dated as of January 6, 2022, as amended by Amendment No.

1, dated as of October 31, 2025, among ICU Medical, Inc., as Borrower, the other Loan Parties party thereto, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent.

Filed as an Exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 (File No.

Shareholders Agreement, dated as of January 6, 2022, by and between ICU Medical, Inc.

1 unchanged sentence

Filed as an Exhibit to Registrant's Current Report on Form 8-K filed on January 7, 2022 (File No.

Amended and Restated Operating Agreement of Otsuka ICU Medical LLC.

Filed as an Exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 (File No.

ICU Medical, Inc.

Insider Trading Policy.

Filed as an Exhibit to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No.

Subsidiaries of Registrant *

15 unchanged sentences

** Furnished herewith.

Indicates a management contract or compensatory plan, contract or arrangement.

# Annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5)(b)(2) of Regulation S-K.

The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.

† Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K, as applicable.

The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.

ICU MEDICAL, INC.

10 unchanged sentences

Warranty and return reserve - accounts receivable $ 5,863 $ 1,627 $ 15 $ — $ 7,505

$ 2,485 $ ( 364 ) $ 3,742 $ — $ 5,863

Warranty and return reserve - inventory/accrued (1)

3 unchanged sentences

Allowance for doubtful accounts (2)

$ 11,064 $ 5,800 $ ( 5,394 ) $ — $ 11,470

Warranty and return reserve - accounts receivable $ 7,505 $ ( 1,441 ) $ 806 $ — $ 6,870

2 unchanged sentences

Deferred tax asset valuation allowance (4)

$ 8,452 $ 78,592 $ 3,906 $ — $ 90,950

For the year ended December 31, 2025:

Allowance for doubtful accounts $ 11,470 $ 2,416 $ 420 $ — $ 14,306

$ 11,064 $ 5,800 $ ( 5,394 ) $ — $ 11,470

Warranty and return reserve - accounts receivable $ 6,870 $ 5,635 $ 498 $ — $ 13,003

3 unchanged sentences

______________________________________________

(1) Includes an acquired balance of $3.8 million related to the Smiths Medical acquisition.

(2) Includes an acquired balance of $55.2 million in short-term and long-term accrued warranty reserve related to the Smiths Medical acquisition.

(1) Additional charges to expense were primarily related to additional field corrective actions identified and initiated during the period related to the Smiths Medical business FDA warning letter (See Note:

15 Commitments and Contingencies in our accompanying consolidated financial statements).

(4) The charged to other accounts includes a $2.0 million reclassification to assets held for sale related to the IV Solutions business (See Note 4:

Assets held For Sale in our accompanying consolidated financial statements).

(2) The charge to other accounts includes a $2.0 million reclassification to assets held for sale related to the IV Solutions business (See Note 3:

Assets Held For Sale and Disposal of Business) in our accompanying consolidated financial statements).

(3) Primarily includes payments for expenses related to our field corrective actions.

26 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures