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Item 5. Other Information

2025-07-30 compared with 2025-04-24 · 16 added, 39 removed, 16 unchanged (77% of the section changed)

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.

None of our directors or officers informed us of the adop tion or termi nation 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 30, 2025.

Agreement and Plan of Merger by and among Merit Medical Systems, Inc., Biolife Transaction Sub, LLC, Biolife, L.L.C., and Shareholder Representative Services LLC, dated as of May 16, 2025.

Second Amended and Restated Articles of Incorporation.*

Fourth Amended and Restated Bylaws.*

Rule 10b5-1 Trading Plan, dated February 28, 2025, between David K.

Floyd and Charles Schwab & Co., Inc.

Rule 10b5-1 Trading Plan, dated February 28, 2025, between Michael R.

McDonnell and Morgan Stanley Smith Barney LLC.

Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 28, 2025, by and between Merit Medical Systems, Inc.

and Fred Lampropoulos.†

Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 28, 2025, by and between Merit Medical Systems, Inc.

and Raul Parra.†

Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 28, 2025, by and between Merit Medical Systems, Inc.

and Brian Lloyd.†

Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 28, 2025, by and between Merit Medical Systems, Inc.

and Neil Peterson.†

Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 28, 2025, by and between Merit Medical Systems, Inc.

and Mike Voigt.†