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Item 9A. Controls and Procedures

2025-02-25 compared with 2024-02-28 · 43 added, 41 removed, 239 unchanged (26% of the section changed)

1 unchanged sentence

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 ("Exchange Act"), as of December 31, 2023.

Based on this evaluation, our principal executive officer and principal financial officer concluded that as of December 31, 2024, our disclosure controls and procedures were effective, at a reasonable assurance level, to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and is (b) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S.

3 unchanged sentences

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the quarter ended December 31, 2023, there were no changes in our internal control over financial reporting that materially affected, or are 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).

During the quarter ended December 31, 2024, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Our independent registered public accountants have also issued an audit report on our internal control over financial reporting.

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Other Information.

On November 6, 2024 , Neil Peterson , our Chief Operating Officer , adopted a trading arrangement (the “Peterson Rule 10b5-1 Trading Plan”) for the sale of shares of our common stock that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c).

The term of the Peterson Rule 10b5-1 Trading Plan will terminate on April 24, 2026 , unless terminated earlier pursuant to the terms of the Plan.

The Peterson Rule 10b5-1 Trading Plan provides for sales of up to 15,000 shares of our common stock pursuant to the terms of the plan.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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We currently anticipate that our definitive proxy statement will be filed with the SEC not later than 120 days after December 31, 2024, pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended.

Merit has adopted an insider trading policy which governs the purchase, sale, and/or any other dispositions of our securities by our directors, officers and employees and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to Merit.

A copy of our insider trading policy is filed with this report as Exhibit 19.1.

Exhibits and Financial Statement Schedules.

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dated as of June 8, 2023.*

Amended and Restated Articles of Incorporation dated May 31, 2018.*

Third Amended and Restated Bylaws dated May 31, 2018.*

Asset Purchase Agreement, dated July 1, 2024, by and between Merit Medical Systems, Inc.

and Endogastric Solutions, Inc.*

Asset Purchase Agreement, dated September 16, 2024, by and between Merit Medical Systems, Inc.

and Cook Medical Holdings LLC.*#

Second Amended and Restated Articles of Incorporation.*

F ourth Amended and Restated Bylaws.*

Specimen Certificate of the Common Stock.*

2 unchanged sentences

2006 Long Term Incentive Plan.*†

First Amendment to the Merit Medical Systems 2006 Long-Term Incentive Plan, dated May 31, 2007.*†

First Amendment to the Merit Medical Systems, Inc.

2006 Long-Term Incentive Plan, dated May 31, 2007.*†

Lease Agreement, dated as of June 8, 1993, by and between QRS 11-20 (UT), Inc.

59 unchanged sentences

401(k) Profit Sharing Plan, effective January 1, 2019.*†

Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 26, 2020, by and between Merit Medical Systems, Inc.

and Fred Lampropoulos.*†

Form of Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 26, 2020, by and between Merit Medical Systems, Inc.

and each of the following individuals:

Raul Parra, Joseph C.

Wright, and Brian G.

First Amendment to the Merit Medical Systems, Inc.

25 unchanged sentences

and Neil Peterson, dated May 19, 2022.*†

Performance Stock Unit Award Agreement (Two Year Performance Period), dated March 19, 2021, by and between Merit Medical Systems, Inc.

and Fred Lampropoulos.*†

Performance Stock Unit Award Agreement (Three Year Performance Period), dated March 19, 2021, by and between Merit Medical Systems, Inc.

and Fred Lampropoulos.*†

Form of Performance Stock Unit Award Agreement (Two Year Performance Period), dated March 19, 2021, by and between Merit Medical Systems, Inc.

and each of the following individuals:

Raul Parra, Brian G.

Lloyd, Michel J.

Voigt, and Joseph C.

Form of Performance Stock Unit Award Agreement (Three Year Performance Period), dated March 19, 2021, by and between Merit Medical Systems, Inc.

and each of the following individuals:

Raul Parra, Brian G.

Lloyd, Michel J.

Voigt, and Joseph C.

Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 26, 2022, by and between Merit Medical Systems, Inc.

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and Neil Peterson.*†

Form of Restricted Stock Unit Award Agreement, dated May 24, 2022, by and between Merit Medical Systems, Inc.

and each of the following individuals:

Scott Anderson, Lonny J.

Carpenter, Stephen C.

Evans, David K.

Floyd, James T.

Hogan, Thomas J.

Gunderson, Laura s.

Kaiser, Michael R.

McDonnell, F.

Ann Millner, and Lynne N.

Second Amendment to Lease Agreement dated March 10, 2022, by and between MM (UT) QRS 11-59, Inc.

9 unchanged sentences

Voigt, and Joseph C.

Performance Stock Unit Award Agreement (Three Year Performance Period), dated March 4, 2024, by and between Merit Medical Systems, Inc.

and Fred Lampropoulos.*†

Form of Performance Stock Unit Award Agreement (Three Year Performance Period), dated March 4, 2024, by Merit Medical Systems, Inc.

and each of the following individuals:

Raul Parra, Neil Peterson, Brian Lloyd and Joe Wright.*†

Performance Stock Unit Award Agreement (Three Year Performance Period), dated March 4, 2024, by Merit Medical Systems, Inc.

and Mike Voigt.*†

Restricted Stock Unit Award Agreement, dated March 9, 2024, by and between Merit Medical Systems, Inc.

and Fred Lampropoulos.*†

Form of Restricted Stock Unit Award Agreement, dated March 4, 2024, by Merit Medical Systems, Inc.

and each of the following individuals:

Raul Parra, Neil Peterson, Brian Lloyd and Joe Wright.*†

Restricted Stock Unit Award Agreement, dated March 8, 2024, by Merit Medical Systems, Inc.

and Mike Voigt.*†

Form of Restricted Stock Unit Award Agreement, dated May 16, 2024, by and between Merit Medical Systems, Inc.

and each of the following individuals:

Scott Anderson, Lonny J.

Carpenter, Stephen C.

4 unchanged sentences

McDonnell, F.

Ann Millner, and Lynne N.

Ann Millner, Lynne N.

Ward and Silvia M.

Indemnification Agreement, dated May 15, 2024, between Merit Medical Systems, Inc.

and Silvia M.

Separation Agreement and Release of All Claims dated December 16, 2024 betewen Merit Medical Systems, Inc.

and Joseph C.

Fourth Amended and Restated Credit Agreement, dated June 6, 2023, by and among Merit Medical Systems, Inc.

11 unchanged sentences

Ann Millner and E*TRADE Securities LLC.*

Rule 10b5-1 Trading Plan, dated March 11, 2024, between Neil W.

Peterson and Morgan Stanley Smith Barney LLC.*

Rule 10b5-1 Trading Plan, dated March 15, 2024, between Raul Parra and Morgan Stanley Smith Barney LLC.*

Rule 10b5-1 Trading Plan, dated November 6, 2024, between Neil W.

Peterson and Morgan Stanley Smith Barney LLC.

Corporate Policy on Insider Trading

Subsidiaries of Merit Medical Systems, Inc.

11 unchanged sentences

Indicates management contract or compensatory plan or arrangement.

Portions of this exhibit have been omitted.

11 unchanged sentences

(Principal financial and accounting officer)

SCOTT ANDERSON

Scott Anderson

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