Item 5. Other Information
ITEM 5. OTHER INFORMATION
On February 28, 2025 , David K. Floyd , a member of our Board of Directors , adopted a trading arrangement (the “Floyd Rule 10b5-1 Trading Plan”) for the sale of shares of Common Stock that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). The Floyd Rule 10b5-1 Trading Plan provides for the sale of up to 5,021 shares of Common Stock issued under the terms of certain restricted stock units granted to Mr. Floyd by Merit. The Floyd Rule 10b5-1 Trading Plan will terminate on June 2, 2026 , unless terminated earlier pursuant to the terms of the Floyd Rule 10b5-1 Trading Plan.
On February 28, 2025 , Michael R. McDonnell , a member of our Board of Directors , adopted a trading arrangement (the “McDonnell Rule 10b5-1 Trading Plan”) for the sale of shares of Common Stock that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). The McDonnell Rule 10b5-1 Trading Plan provides for the sale of up to 3,500 shares of Common Stock issued or issuable under the terms of certain restricted stock units granted to Mr. McDonnell by Merit. The McDonnell Rule 10b5-1 Trading Plan will terminate on June 30, 2025 , unless terminated earlier pursuant to the terms of the McDonnell Rule 10b5-1 Trading Plan.
Other than with respect to the Floyd Rule 10b5-1 Trading Plan and the McDonnell 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 Regulation S-K, Item 408 during the three-month period ended March 31, 2025. The foregoing description of the Floyd Rule 10b5-1 Trading Plan and the McDonnell Rule 10b5-1 Trading Plan are summaries only and are qualified in their entirety by reference to those plans, copies of which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Quarterly Report on Form 10-Q.
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ITEM 6. EXHIBITS
Exhibit No.
Description
3.1
Second Amended and Restated Articles of Incorporation.*
3.2
Fourth Amended and Restated Bylaws.*
10.1
Rule 10b5-1 Trading Plan, dated February 28, 2025, between David K. Floyd and Charles Schwab & Co., Inc.
10.2
Rule 10b5-1 Trading Plan, dated February 28, 2025, between Michael R. McDonnell and Morgan Stanley Smith Barney LLC.
10.3
Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 28, 2025, by and between Merit Medical Systems, Inc. and Fred Lampropoulos.†
10.4
Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 28, 2025, by and between Merit Medical Systems, Inc. and Raul Parra.†
10.5
Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 28, 2025, by and between Merit Medical Systems, Inc. and Brian Lloyd.†
10.6
Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 28, 2025, by and between Merit Medical Systems, Inc. and Neil Peterson.†
10.7
Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 28, 2025, by and between Merit Medical Systems, Inc. and Mike Voigt.†
10.8
Restricted Stock Unit Award Agreement, dated February 28, 2025, by and between Merit Medical Systems, Inc. and Fred Lampropoulos.†
10.9
Restricted Stock Unit Award Agreement, dated February 28, 2025, by and between Merit Medical Systems, Inc. and Raul Parra.†
10.10
Restricted Stock Unit Award Agreement, dated February 28, 2025, by and between Merit Medical Systems, Inc. and Brian Lloyd.†
10.11
Restricted Stock Unit Award Agreement, dated February 28, 2025, by and between Merit Medical Systems, Inc. and Neil Peterson.†
10.12
Restricted Stock Unit Award Agreement, dated February 28, 2025, by and between Merit Medical Systems, Inc. and Mike Voigt.†
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
101
The following financial information from the quarterly report on Form 10-Q for the quarter ended March 31, 2025, 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.
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
* These exhibits are incorporated herein by reference.
† Indicates management contract or compensatory plan or arrangement
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SIGNATURES
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.
MERIT MEDICAL SYSTEMS, INC.
Date: April 24, 2025
By:
/s/ FRED P. LAMPROPOULOS
Fred P. Lampropoulos
Chief Executive Officer and President
Date: April 24, 2025
By:
/s/ RAUL PARRA
Raul Parra
Chief Financial Officer and Treasurer
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