MERIT MEDICAL SYSTEMS INC 10-Q

ITEM 1. FINANCIAL STATEMENTS MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, December 31, ASSETS 2025 2024 ​ ​ ​ (unaudited) ​ ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 392,457 ​ $ 376,715 Trade receivables — net of allowance for credit losses — 2025 — $ 10,113 and 2024 — $ 9,729 ​ 210,292 ​ 190,243 Other receivables ​ 19,062 ​ 16,588 Inventories ​ 326,550 ​ 306,063 Prepaid expenses and other current assets ​ 31,369 ​ 28,544 Prepaid income taxes ​ 3,651 ​ 3,286 Income tax refund receivables ​ 2,152 ​ 2,335 Total current assets ​ 985,533 ​ 923,774 ​ ​ ​ ​ ​ ​ ​ Property and equipment: ​ ​ Land and land improvements ​ 30,457 ​ 25,846 Buildings ​ 198,563 ​ 192,296 Manufacturing equipment ​ 357,135 ​ 340,864 Furniture and fixtures ​ 64,115 ​ 61,321 Leasehold improvements ​ 62,067 ​ 58,770 Construction-in-progress ​ 83,417 ​ 58,673 Total property and equipment ​ 795,754 ​ 737,770 Less accumulated depreciation ​ ( 377,750 ) ​ ( 351,605 ) Property and equipment — net ​ 418,004 ​ ​ 386,165 ​ ​ ​ ​ ​ ​ ​ Other assets: ​ ​ Intangible assets: ​ ​ Developed technology — net of accumulated amortization — 2025 — $ 433,630 and 2024 — $ 377,993 ​ 468,819 ​ 431,766 Other — net of accumulated amortization — 2025 — $ 93,600 and 2024 — $ 85,343 ​ 69,581 ​ 66,499 Goodwill ​ 507,427 ​ 463,511 Deferred income tax assets ​ 16,284 ​ 16,044 Right-of-use operating lease assets ​ ​ 88,496 ​ ​ 65,508 Other assets ​ 76,854 ​ 65,336 Total other assets ​ 1,227,461 ​ 1,108,664 ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 2,630,998 ​ $ 2,418,603 ​ ​ ​ See condensed notes to consolidated financial statements. (continued) ​ ​ ​ 3 Table of Contents MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, December 31, LIABILITIES AND STOCKHOLDERS’ EQUITY 2025 2024 ​ ​ ​ (unaudited) ​ ​ ​ Current liabilities: ​ ​ ​ Trade payables ​ $ 64,746 ​ $ 68,502 Accrued expenses ​ 147,377 ​ 134,077 Short-term operating lease liabilities ​ ​ 10,612 ​ ​ 10,331 Income taxes payable ​ 7,740 ​ 3,492 Total current liabilities ​ 230,475 ​ 216,402 ​ ​ ​ ​ ​ ​ ​ Long-term debt ​ 732,916 ​ 729,551 Deferred income tax liabilities ​ 26,707 ​ 240 Liabilities related to unrecognized tax benefits ​ 2,169 ​ 2,118 Deferred compensation payable ​ 17,083 ​ 19,197 Deferred credits ​ 1,424 ​ 1,502 Long-term operating lease liabilities ​ ​ 77,624 ​ 54,783 Other long-term obligations ​ 13,192 ​ 15,451 Total liabilities ​ 1,101,590 ​ 1,039,244 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders' equity: ​ ​ Preferred stock — 5,000 shares authorized; no shares issued as of September 30, 2025 and December 31, 2024 ​ — ​ — Common stock, no par value — 100,000 shares authorized; issued and outstanding as of September 30, 2025 - 59,290 and December 31, 2024 - 58,743 ​ 747,103 ​ 703,219 Retained earnings ​ 786,024 ​ 695,541 Accumulated other comprehensive loss ​ ( 3,719 ) ​ ( 19,401 ) Total stockholders’ equity ​ 1,529,408 ​ 1,379,359 ​ ​ ​ ​ ​ ​ ​ Total liabilities and stockholders’ equity ​ $ 2,630,998 ​ $ 2,418,603 ​ ​ ​ See condensed notes to consolidated financial statements. (concluded) ​ ​ ​ 4 Table of Contents MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts - unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Nine Months Ended ​ ​ September 30, ​ September 30, ​ 2025 2024 2025 2024 Net sales ​ $ 384,157 ​ $ 339,845 ​ $ 1,121,970 ​ $ 1,001,356 Cost of sales ​ 197,746 ​ 182,310 ​ 579,052 ​ 531,006 Gross profit ​ 186,411 ​ 157,535 ​ 542,918 ​ 470,350 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ ​ Selling, general and administrative ​ 119,801 ​ 99,644 ​ 340,384 ​ 288,657 Research and development ​ 23,966 ​ 20,527 ​ 70,811 ​ 62,272 Contingent consideration expense ​ 32 ​ 103 ​ 1,198 ​ 292 Total operating expenses ​ 143,799 ​ 120,274 ​ 412,393 ​ 351,221 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from operations ​ 42,612 ​ 37,261 ​ 130,525 ​ 119,129 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ Interest income ​ 3,615 ​ 6,652 ​ 11,166 ​ 21,489 Interest expense ​ ( 6,754 ) ​ ( 7,501 ) ​ ( 20,097 ) ​ ( 23,226 ) Other (expense) income — net ​ ( 933 ) ​ 245 ​ ( 1,717 ) ​ ( 544 ) Total other expense — net ​ ( 4,072 ) ​ ( 604 ) ​ ( 10,648 ) ​ ( 2,281 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income before income taxes ​ 38,540 ​ 36,657 ​ 119,877 ​ 116,848 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense ​ 10,785 ​ 8,213 ​ 29,394 ​ 24,438 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 27,755 ​ $ 28,444 ​ $ 90,483 ​ $ 92,410 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per common share ​ ​ ​ ​ Basic ​ $ 0.47 ​ $ 0.49 ​ $ 1.53 ​ $ 1.59 Diluted ​ $ 0.46 ​ $ 0.48 ​ $ 1.49 ​ $ 1.57 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ ​ ​ ​ Basic ​ 59,245 ​ 58,231 ​ 59,095 ​ 58,110 Diluted ​ 59,919 ​ 59,537 ​ 60,604 ​ 58,948 ​ See condensed notes to consolidated financial statements. ​ ​ 5 Table of Contents MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands - unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Nine Months Ended ​ ​ September 30, ​ September 30, ​ 2025 2024 2025 2024 Net income ​ $ 27,755 ​ $ 28,444 ​ $ 90,483 ​ $ 92,410 Other comprehensive income (loss): ​ ​ ​ ​ Cash flow hedges ​ 2,156 ​ ( 6,585 ) ​ ( 1,893 ) ​ ( 5,324 ) Income tax (expense) benefit ​ ( 509 ) ​ 1,555 ​ 447 ​ 1,257 Foreign currency translation adjustment ​ ( 862 ) ​ 7,153 ​ 18,192 ​ 2,061 Income tax benefit (expense) ​ 558 ​ ( 89 ) ​ ( 1,064 ) ​ ( 55 ) Total other comprehensive income (loss) ​ 1,343 ​ 2,034 ​ 15,682 ​ ( 2,061 ) Total comprehensive income ​ $ 29,098 ​ $ 30,478 ​ $ 106,165 ​ $ 90,349 ​ See condensed notes to consolidated financial statements. ​ ​ 6 Table of Contents MERIT MEDICAL SYSTEMS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands - unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Retained ​ Accumulated Other ​ ​ ​ ​ Shares Amount Earnings Comprehensive Loss Total Balance — January 1, 2025 58,743 ​ $ 703,219 ​ $ 695,541 ​ $ ( 19,401 ) ​ $ 1,379,359 Net income ​ ​ 30,147 ​ ​ 30,147 Other comprehensive income ​ ​ ​ 4,025 ​ 4,025 Stock-based compensation expense ​ 7,885 ​ ​ ​ 7,885 Options exercised 281 ​ 14,610 ​ ​ ​ 14,610 Issuance of common stock under Employee Stock Purchase Plan 4 ​ 424 ​ ​ ​ 424 Shares issued from time-vested restricted stock units ​ 130 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ — Shares surrendered in exchange for payment of payroll tax liabilities ( 62 ) ​ ​ ( 6,145 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 6,145 ) Shares surrendered in exchange for exercise of stock options ( 18 ) ​ ( 1,882 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 1,882 ) Balance — March 31, 2025 59,078 ​ ​ 718,111 ​ ​ 725,688 ​ ​ ( 15,376 ) ​ ​ 1,428,423 Net income ​ ​ 32,581 ​ ​ 32,581 Other comprehensive income ​ ​ ​ 10,314 ​ 10,314 Stock-based compensation expense ​ 9,868 ​ ​ ​ 9,868 Options exercised 114 ​ 6,523 ​ ​ ​ 6,523 Issuance of common stock under Employee Stock Purchase Plan 4 ​ 339 ​ ​ ​ 339 Shares issued from time-vested restricted stock units ​ 22 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ — Balance — June 30, 2025 59,218 ​ ​ 734,841 ​ ​ 758,269 ​ ​ ( 5,062 ) ​ ​ 1,488,048 Net income ​ ​ 27,755 ​ ​ 27,755 Other comprehensive income ​ ​ ​ 1,343 ​ 1,343 Stock-based compensation expense ​ 12,549 ​ ​ ​ 12,549 Options exercised 195 ​ 10,853 ​ ​ ​ 10,853 Issuance of common stock under Employee Stock Purchase Plan 4 ​ 293 ​ ​ ​ 293 Shares surrendered in exchange for payment of payroll tax liabilities ​ ( 27 ) ​ ​ ( 2,452 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 2,452 ) Shares surrendered in exchange for exercise of stock options ​ ( 100 ) ​ ​ ( 8,981 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 8,981 ) Balance — September 30, 2025 59,290 ​ $ 747,103 ​ $ 786,024 ​ $ ( 3,719 ) ​ $ 1,529,408 ​ ​ ​ See condensed notes to consolidated financial statements. (continued) ​ ​ ​ ​ 7 Table of Contents ​ ​ ​ MERIT MEDICAL SYSTEMS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands - unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Retained ​ Accumulated Other ​ ​ ​ ​ Shares Amount Earnings Comprehensive Loss Total Balance — January 1, 2024 57,858 ​ $ 638,150 ​ $ 575,184 ​ $ ( 11,334 ) ​ $ 1,202,000 Net income ​ ​ 28,240 ​ ​ 28,240 Other comprehensive loss ​ ​ ​ ​ ​ ​ ( 1,122 ) ​ ( 1,122 ) Stock-based compensation expense ​ ​ 4,934 ​ ​ ​ ​ ​ 4,934 Options exercised 213 ​ 7,394 ​ ​ ​ ​ ​ 7,394 Issuance of common stock under Employee Stock Purchase Plan 5 ​ 336 ​ ​ ​ ​ ​ 336 Shares issued from time-vested restricted stock units ​ 47 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ — Shares surrendered in exchange for payment of payroll tax liabilities ( 21 ) ​ ( 1,592 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 1,592 ) Balance — March 31, 2024 58,102 ​ ​ 649,222 ​ ​ 603,424 ​ ​ ( 12,456 ) ​ ​ 1,240,190 Net income ​ ​ 35,726 ​ ​ 35,726 Other comprehensive loss ​ ​ ​ ( 2,973 ) ​ ( 2,973 ) Stock-based compensation expense ​ ​ 6,301 ​ ​ ​ 6,301 Options exercised 66 ​ 2,913 ​ ​ ​ 2,913 Issuance of common stock under Employee Stock Purchase Plan 4 ​ 288 ​ ​ ​ 288 Shares issued from time-vested restricted stock units ​ 20 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ — Balance — June 30, 2024 ​ 58,192 ​ ​ 658,724 ​ ​ 639,150 ​ ​ ( 15,429 ) ​ ​ 1,282,445 Net income ​ ​ 28,444 ​ ​ 28,444 Other comprehensive income ​ ​ ​ 2,034 ​ 2,034 Stock-based compensation expense ​ 5,990 ​ ​ ​ 5,990 Options exercised 80 ​ 4,247 ​ ​ ​ ​ 4,247 Issuance of common stock under Employee Stock Purchase Plan 2 ​ 246 ​ ​ ​ 246 Balance — September 30, 2024 ​ 58,274 ​ $ 669,207 ​ $ 667,594 ​ $ ( 13,395 ) ​ $ 1,323,406 ​ ​ ​ ​ ​ See condensed notes to consolidated financial statements. (concluded) ​ ​ ​ ​ ​ ​ ​ ​ ​ 8 Table of Contents MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands - unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ ​ September 30, ​ 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: ​ ​ ​ Net income ​ $ 90,483 ​ $ 92,410 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ Depreciation and amortization ​ 91,629 ​ 74,093 Gain on disposition of business ​ ( 249 ) ​ — Loss on sale or abandonment of property and equipment ​ 546 ​ 215 Write-off of certain intangible assets and other long-term assets ​ 152 ​ 401 Amortization of right-of-use operating lease assets ​ ​ 8,693 ​ ​ 9,043 Fair value adjustments related to contingent consideration liabilities ​ ​ 1,198 ​ ​ 292 Amortization of deferred credits ​ ( 77 ) ​ ( 77 ) Amortization and write-off of long-term debt issuance costs ​ 4,242 ​ 4,431 Stock-based compensation expense ​ 33,563 ​ 18,958 Changes in operating assets and liabilities, net of acquisitions: ​ ​ ​ ​ Trade receivables ​ ( 13,656 ) ​ ( 9,540 ) Other receivables ​ 2,116 ​ ( 4,670 ) Inventories ​ ( 15,073 ) ​ ( 2,844 ) Prepaid expenses and other current assets ​ ( 3,038 ) ​ ( 5,871 ) Income tax refund receivables ​ ( 140 ) ​ ( 7,530 ) Other assets ​ ( 1,829 ) ​ ( 3,860 ) Trade payables ​ 3,428 ​ ( 6,489 ) Accrued expenses ​ 4,849 ​ ( 614 ) Income taxes payable ​ 3,485 ​ ( 2,246 ) Deferred compensation payable ​ ( 2,114 ) ​ 2,051 Operating lease liabilities ​ ​ ( 8,578 ) ​ ​ ( 9,056 ) Other long-term obligations ​ ( 769 ) ​ 2,958 Total adjustments ​ 108,378 ​ 59,645 Net cash, cash equivalents, and restricted cash provided by operating activities ​ 198,861 ​ 152,055 ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM INVESTING ACTIVITIES: ​ ​ Capital expenditures for: ​ ​ Property and equipment ​ ( 57,252 ) ​ ( 31,668 ) Intangible assets ​ ( 2,327 ) ​ ( 2,138 ) Proceeds from the sale of property and equipment ​ 49 ​ 5 Proceeds from disposition of business ​ ​ 249 ​ ​ — Cash paid for notes receivable and other investments ​ ( 14,936 ) ​ ( 10,223 ) Cash paid in acquisitions, net of cash acquired ​ ( 122,834 ) ​ ( 110,182 ) Net cash, cash equivalents, and restricted cash used in investing activities ​ $ ( 197,051 ) ​ $ ( 154,206 ) ​ ​ ​ See condensed notes to consolidated financial statements. (continued) ​ 9 Table of Contents ​ MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands - unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ ​ September 30, ​ ​ 2025 ​ 2024 CASH FLOWS FROM FINANCING ACTIVITIES: ​ ​ ​ Proceeds from issuance of common stock ​ $ 22,179 ​ $ 15,424 Payments on long-term debt ​ ​ — ​ ​ ( 76,063 ) Contingent payments related to acquisitions ​ ( 2,645 ) ​ ( 209 ) Payment of taxes related to an exchange of common stock ​ ( 8,597 ) ​ ( 1,592 ) Net cash, cash equivalents, and restricted cash provided by (used in) financing activities ​ 10,937 ​ ( 62,440 ) Effect of exchange rates on cash, cash equivalents, and restricted cash ​ 3,047 ​ 724 Net increase (decrease) in cash, cash equivalents and restricted cash ​ 15,794 ​ ( 63,867 ) ​ ​ ​ ​ ​ ​ ​ CASH, CASH EQUIVALENTS AND RESTRICTED CASH: ​ ​ Beginning of period ​ ​ 378,767 ​ ​ 589,144 End of period ​ $ 394,561 ​ $ 525,277 ​ ​ ​ ​ ​ ​ ​ RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ ​ 392,457 ​ ​ 523,128 Restricted cash reported in prepaid expenses and other current assets ​ ​ 2,104 ​ ​ 2,149 Total cash, cash equivalents and restricted cash ​ $ 394,561 ​ $ 525,277 ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION ​ ​ Cash paid during the period for: ​ ​ Interest (net of capitalized interest of $ 934 and $ 712 , respectively) ​ $ 25,890 ​ $ 20,977 Income taxes ​ ​ 23,323 ​ ​ 33,054 ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES ​ ​ Property and equipment purchases in accounts payable ​ $ 5,022 ​ $ 8,907 Acquisition purchases in accrued expenses and other long-term obligations ​ ​ 4,772 ​ ​ 4,894 Merit common stock surrendered ( 118 and 0 shares, respectively) in exchange for exercise of stock options ​ ​ 10,863 ​ ​ — Right-of-use operating lease assets obtained in exchange for operating lease liabilities ​ ​ 30,757 ​ ​ 9,191 ​ ​ ​ See condensed notes to consolidated financial statements. (concluded) ​ ​ ​ 10 Table of Contents MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1 . Basis of Presentation and Other Items. The interim consolidated financial statements of Merit Medical Systems, Inc. ("Merit," "we" or "us") for the three and nine-month periods ended September 30, 2025 and 2024 are not audited. Our consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods and, consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America. In the opinion of our management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of our financial position, results of operations and cash flows for the periods presented in conformity with GAAP. The results of operations presented in these interim consolidated financial statements are not necessarily indicative of the results for a full-year period. Amounts presented in this report are rounded, while percentages and earnings per share amounts presented are calculated from the underlying amounts. These interim consolidated financial statements should be read in conjunction with the financial statements and risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report on Form 10-K”). We elected to change the presentation of investments in privately held companies within the statements of cash flows to be included within Cash paid for notes receivable and other investments . Previously, amounts paid to acquire such investments were presented within Cash paid in acquisitions, net of cash acquired . The change in presentation had no material impact on previously reported financial information and comparative periods have been adjusted to reflect this change in presentation. ​ 2. Recently Issued Accounting Standards. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , to improve annual basis income tax disclosures related to (1) rate reconciliation, (2) income taxes paid, and (3) other disclosures related to pretax income (or loss) and income tax expense (or benefit) from continuing operations. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. These amendments are to be applied on a prospective basis. Retrospective application is permitted. We are currently evaluating the impact this standard will have on our consolidated financial statement disclosures. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires a public entity to disclose certain operating expenses disaggregated into categories, such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization on an annual and interim basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The provisions within the update may be applied retrospectively for all periods presented in the financial statements. While we are still evaluating the specific impacts and adoption method, we anticipate this guidance will have a significant impact on our consolidated financial statement disclosures. In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets , which introduces a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets. The amendment is effective for interim and annual periods beginning after December 15, 2025, with early adoption permitted. This amendment is to be applied on a prospective basis. We are currently evaluating the impact of this amendment on our consolidated financial statements and related disclosures. ​ ​ 11 Table of Contents 3. Revenue from Contracts with Customers. We recognize revenue when a customer obtains control of promised goods. The amount of revenue recognized reflects the consideration we expect to receive in exchange for these goods. Our revenue recognition policies have not changed from those disclosed in Note 1 to our consolidated financial statements in Item 8 of the 2024 Annual Report on Form 10-K. Disaggregation of Revenue Our revenue is disaggregated based on reporting segment, product category and geographic region. We design, develop, manufacture and market medical products for interventional, diagnostic and therapeutic procedures. For financial reporting purposes, we report our operations in two operating segments: cardiovascular and endoscopy. Our cardiovascular segment consists of four product categories: peripheral intervention, cardiac intervention, custom procedural solutions, and original equipment manufacturer (“OEM”). Within these product categories, we sell a variety of products, including cardiology and radiology devices (which assist in diagnosing and treating coronary arterial disease, peripheral vascular disease and other non-vascular diseases), as well as embolotherapeutic, cardiac rhythm management, electrophysiology, critical care, breast cancer localization and guidance, biopsy, and interventional oncology and spine devices. Our endoscopy segment consists of gastroenterology and pulmonology devices which assist in the palliative treatment of expanding esophageal, tracheobronchial and biliary strictures. The following tables present revenue from contracts with customers by reporting segment, product category and geographic region for the three and nine-month periods ended September 30, 2025 and 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Three Months Ended ​ ​ September 30, 2025 ​ September 30, 2024* ​ United States International Total United States International Total Cardiovascular ​ ​ ​ ​ ​ ​ ​ Peripheral Intervention ​ $ 84,550 ​ $ 60,231 ​ $ 144,781 ​ $ 79,521 ​ $ 53,562 ​ $ 133,083 Cardiac Intervention ​ 49,611 ​ ​ 67,071 ​ 116,682 ​ 37,240 ​ ​ 53,000 ​ 90,240 Custom Procedural Solutions ​ 33,508 ​ ​ 20,628 ​ 54,136 ​ 30,730 ​ ​ 19,725 ​ 50,455 OEM ​ 46,112 ​ ​ 4,714 ​ 50,826 ​ 42,841 ​ ​ 6,236 ​ 49,077 Total ​ 213,781 ​ ​ 152,644 ​ 366,425 ​ 190,332 ​ 132,523 ​ 322,855 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Endoscopy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Endoscopy Devices ​ 16,816 ​ 916 ​ 17,732 ​ 16,160 ​ 830 ​ 16,990 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ 230,597 ​ $ 153,560 ​ $ 384,157 ​ $ 206,492 ​ $ 133,353 ​ $ 339,845 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ Nine Months Ended ​ ​ September 30, 2025 ​ September 30, 2024* ​ United States International Total United States International Total Cardiovascular ​ ​ ​ ​ ​ ​ ​ ​ Peripheral Intervention ​ $ 248,694 ​ $ 176,213 ​ $ 424,907 ​ $ 231,952 ​ $ 165,583 ​ $ 397,535 Cardiac Intervention ​ 137,110 ​ ​ 194,564 ​ 331,674 ​ 109,407 ​ ​ 164,316 ​ 273,723 Custom Procedural Solutions ​ 95,446 ​ ​ 60,266 ​ 155,712 ​ 90,438 ​ ​ 58,672 ​ 149,110 OEM ​ 140,072 ​ ​ 16,798 ​ 156,870 ​ 120,232 ​ ​ 23,444 ​ 143,676 Total ​ 621,322 ​ ​ 447,841 ​ 1,069,163 ​ 552,029 ​ 412,015 ​ 964,044 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Endoscopy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Endoscopy Devices ​ 49,921 ​ 2,886 ​ 52,807 ​ 35,221 ​ 2,091 ​ 37,312 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ 671,243 ​ $ 450,727 ​ $ 1,121,970 ​ $ 587,250 ​ $ 414,106 ​ $ 1,001,356 *Commencing January 1, 2025, we reorganized our sales teams and product categories to include revenues from the sale of our spine devices under our OEM product category. Revenue figures for 2024 have been recast to reflect this realignment of our portfolio of spine products, representing approximately $ 5.7 million and $ 16.7 million in revenue for the three and nine-month periods ended September 30, 2024, within the OEM product category to provide comparability between the reported periods. ​ 12 Table of Contents ​ ​ 4. Acquisitions and Investments. On May 16, 2025 , Merit entered into an Agreement and Plan of Merger (the “Biolife Agreement”) by and among, Merit, Biolife, L.L.C., a Florida limited liability company (“FL Biolife”), Biolife Transaction Sub, LLC, a Delaware limited liability company (“Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability company. Promptly following the execution of the Biolife Agreement, FL Biolife converted from a Florida limited liability company to a Delaware limited liability company called Biolife Delaware, L.L.C. (“Biolife”). Pursuant to the terms of the Biolife Agreement, on May 20, 2025, Merger Sub merged with and into Biolife, with Biolife continuing as the surviving corporation and a wholly-owned subsidiary of Merit (the “Biolife Merger”). The purchase consideration consisted of an upfront payment of $ 120 million plus working capital and other adjustments of $ 7.2 million in cash. Biolife manufactures unique patented hemostatic devices under the brand names StatSeal and WoundSeal. We accounted for the Biolife Merger as a business combination. Our net sales of Biolife products since the date of the Biolife Merger were approximately $ 6.6 million for the nine-month period ended September 30, 2025. It is not practical to separately report earnings related to the products acquired in connection with the Biolife Merger, as we cannot split our sales costs related solely to the Biolife products, principally because our sales representatives sell multiple products (including the Biolife products) in our cardiovascular business segment. Acquisition-related costs associated with the Biolife Merger, which are included in selling, general and administrative expenses in the accompanying consolidated statements of income, were approximately $ 1.9 million for the nine-month period ended September 30, 2025. The purchase price was allocated as follows (in thousands): ​ ​ ​ ​ ​ Assets Acquired ​ Cash and cash equivalents ​ $ 7,380 Trade receivables ​ ​ 1,562 Inventories ​ ​ 1,748 Prepaid expenses and other current assets ​ ​ 172 Income tax refund receivables ​ ​ 169 Property and equipment ​ ​ 4,609 Intangible assets ​ ​ Developed technology ​ ​ 90,500 Trademarks ​ ​ 3,700 Customer list ​ ​ 4,500 Goodwill ​ ​ 41,211 Total assets acquired ​ 155,551 ​ ​ ​ ​ Liabilities Assumed ​ Trade payables ​ ​ 133 Accrued expenses ​ ​ 1,551 Deferred income tax liabilities ​ ​ 26,446 Liabilities related to unrecognized tax benefits ​ ​ 51 Other long-term obligations ​ 139 Total liabilities assumed ​ 28,320 Total assets acquired, net of liabilities assumed ​ ​ 127,231 Less: Cash acquired ​ ​ ( 7,380 ) Purchase price, net of cash acquired ​ $ 119,851 ​ We are amortizing the Biolife developed technology intangible assets over 12 years , the trademark intangible assets over 12 years , and the customer list intangible asset on an accelerated basis over 12 years . We have estimated the weighted average life of the intangible assets acquired in connection with the Biolife Merger to be 12 years . The goodwill consists largely of the synergies expected from combining operations and is not expected to be deductible for tax purposes. The pro forma effects to our consolidated results of operations of the Biolife Merger are not material in relation to reported sales . 13 Table of Contents On November 1, 2024, pursuant to the terms of the Asset Purchase Agreement (the “Cook Purchase Agreement”) dated September 18, 2024 between Merit and Cook Medical Holdings LLC (“Cook”), we acquired Cook’s lead management business, which is composed of a comprehensive end-to-end portfolio of medical devices and accessories used in lead management procedures for patients who need a pacemaker or an implantable cardioverter-defibrillator lead removed or replaced (the “Cook Transaction”). We acquired the portfolio for a purchase price of $ 210 million, plus the assumption of certain liabilities. We accounted for this transaction under the acquisition method of accounting as a business combination. Acquisition-related costs associated with the transaction, which were included in selling, general and administrative expenses in the consolidated statements of income included in the 2024 Annual Report on Form 10-K were approximately $ 5.4 million during the year ended December 31, 2024. The purchase price was allocated as follows (in thousands): ​ ​ ​ ​ ​ Assets Acquired ​ Intangible assets ​ ​ Developed technology ​ $ 126,100 Trademarks ​ ​ 7,100 Customer list ​ ​ 11,100 Goodwill ​ ​ 65,897 Total assets acquired ​ 210,197 ​ ​ ​ ​ Liabilities Assumed ​ Accrued expenses ​ 197 Total liabilities assumed ​ 197 ​ ​ ​ ​ Total net assets acquired ​ $ 210,000 ​ We are amortizing the Cook developed technology intangible assets over ten years , the trademark intangible assets over 12 years , and the customer list intangible asset on an accelerated basis over 12 years . We have estimated the weighted average life of the intangible assets acquired from Cook to be 10.3 years. The goodwill consists largely of the synergies expected from combining operations and is expected to be deductible for income tax purposes. The pro forma effects on our consolidated results of operations of the Cook Transaction are not material in relation to reported sales and it was deemed impracticable to obtain information to determine earnings associated with the acquired product lines which represent only a small portion of the product lines of a large, consolidated company without standalone financial information . 14 Table of Contents On July 1, 2024, we entered into an Asset Purchase Agreement (the “EGS Purchase Agreement”) with EndoGastric Solutions, Inc. (“EGS”), pursuant to which we acquired the EsophyX® Z+ device and various assets related thereto (collectively, the “EGS Acquisition”), which are designed to deliver a durable, minimally invasive non-pharmacological treatment option for patients suffering from gastroesophageal reflux disease. We acquired the purchased assets identified under the EGS Purchase Agreement for a purchase price of $ 105 million. We accounted for the EGS Acquisition under the acquisition method of accounting as a business combination. The sales related to the EGS Acquisition have been included in our endoscopy segment since the acquisition date. Acquisition-related costs associated with the EGS Acquisition, which were included in selling, general and administrative expenses in the consolidated statements of income included in the 2024 Annual Report on Form 10-K were approximately $ 3.4 million during the year ended December 31, 2024. The purchase price was allocated as follows (in thousands) : ​ ​ ​ ​ ​ Assets Acquired ​ Trade receivables ​ $ 2,568 Inventories ​ ​ 3,553 Prepaid expenses and other current assets ​ ​ 99 Property and equipment ​ ​ 258 Intangible assets ​ ​ Developed technology ​ ​ 72,800 Trademarks ​ ​ 5,400 Customer list ​ ​ 6,600 Goodwill ​ ​ 16,997 Total assets acquired ​ 108,275 ​ ​ ​ ​ Liabilities Assumed ​ Trade payables ​ 494 Accrued expenses ​ 2,752 Total liabilities assumed ​ 3,246 ​ ​ ​ ​ Total net assets acquired ​ $ 105,029 ​ We are amortizing the EGS developed technology intangible assets over ten years , the trademark intangible assets over 11 years , and the customer list intangible asset on an accelerated basis over 11 years . We have estimated the weighted average life of the intangible assets acquired from EGS to be 10.1 years. The goodwill consists largely of the synergies expected from combining operations and is expected to be deductible for income tax purposes. The pro forma effects to our consolidated results of operations of the EGS Acquisition are not material in relation to reported sales . On March 8, 2024, we entered into an asset purchase agreement with Scholten Surgical Instruments, Inc. (“SSI”) to acquire the assets associated with the Bioptome, Novatome, and Sensatome devices. The total purchase price of the SSI assets included an up-front payment of $ 3 million, and three deferred payments, including (i) $ 1 million payable upon the earlier of (a) the first anniversary of the closing date or (b) the date on which Merit can independently manufacture the purchased devices (“Deferred Payment Date”), (ii) $ 1 million payable upon the first anniversary of the Deferred Payment Date, and (iii) $ 1 million payable upon the second anniversary of the Deferred Payment Date. We have accounted for this transaction as an asset purchase, and recorded the amount paid and deferred payments as a developed technology intangible asset, which we are amortizing over eight years . ​ 5. Inventories. Inventories at September 30, 2025 and December 31, 2024 consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2025 December 31, 2024 Finished goods ​ $ 175,890 ​ $ 168,437 Work-in-process ​ 37,185 ​ 27,114 Raw materials ​ 113,475 ​ 110,512 Total inventories ​ $ 326,550 ​ $ 306,063 ​ ​ ​ 15 Table of Contents 6. Goodwill and Intangible Assets. The change in the carrying amount of goodwill by segment for the nine-month period ended September 30, 2025 is detailed as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ Cardiovascular ​ Endoscopy ​ Total Goodwill balance at January 1 ​ $ 446,514 ​ $ 16,997 ​ $ 463,511 Effect of foreign exchange ​ 2,705 ​ — ​ 2,705 Additions and adjustments as the result of acquisitions ​ 41,211 ​ — ​ 41,211 Goodwill balance at September 30 ​ $ 490,430 ​ $ 16,997 ​ $ 507,427 ​ Total accumulated goodwill impairment losses aggregated to $ 8.3 million as of September 30, 2025 and December 31, 2024, respectively. We did no t have any goodwill impairments for the three and nine-month periods ended September 30, 2025 or 2024. Other intangible assets at September 30, 2025 and December 31, 2024 consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2025 ​ ​ Gross Carrying ​ Accumulated ​ Net Carrying ​ Amount Amortization Amount Patents ​ $ 33,425 ​ $ ( 14,262 ) ​ $ 19,163 Distribution agreements ​ 3,250 ​ ( 3,050 ) ​ 200 License agreements ​ 12,605 ​ ( 9,875 ) ​ 2,730 Trademarks ​ 51,355 ​ ( 27,271 ) ​ 24,084 Customer lists ​ 62,546 ​ ( 39,142 ) ​ 23,404 Total ​ $ 163,181 ​ $ ( 93,600 ) ​ $ 69,581 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ Gross Carrying ​ Accumulated ​ Net Carrying ​ Amount Amortization Amount Patents ​ $ 31,489 ​ $ ( 12,824 ) ​ $ 18,665 Distribution agreements ​ 3,250 ​ ( 2,994 ) ​ 256 License agreements ​ 11,557 ​ ( 9,125 ) ​ 2,432 Trademarks ​ 47,613 ​ ( 24,177 ) ​ 23,436 Customer lists ​ 57,933 ​ ( 36,223 ) ​ 21,710 Total ​ $ 151,842 ​ $ ( 85,343 ) ​ $ 66,499 ​ Aggregate amortization expense for developed technology and other intangible assets for the three and nine-month periods ended September 30, 2025 was $ 21.8 million and $ 63.3 million, respectively. Aggregate amortization expense for the three and nine-month periods ended September 30, 2024 was $ 16.9 million and $ 46.4 million, respectively. We evaluate long-lived assets, including amortizing intangible assets, for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. We perform the impairment analysis at the asset group for which the lowest level of identifiable cash flows is largely independent of the cash flows of other assets and liabilities. If a triggering event is identified, we determine the fair value of our amortizing assets based on estimated future cash flows discounted back to their present value using a discount rate that reflects the risk profiles of the underlying activities. We did no t identify indicators of impairment for our intangible assets based on our consideration of triggering events for the nine-month periods ended September 30, 2025 and 2024, respectively. 16 Table of Contents Estimated amortization expense for developed technology and other intangible assets for the next five years consisted of the following as of September 30, 2025 (in thousands): ​ ​ ​ ​ Year ending December 31, Estimated Amortization Expense Remaining 2025 ​ $ 22,834 2026 ​ 81,827 2027 ​ 78,176 2028 ​ ​ 76,520 2029 ​ 65,133 ​ ​ 7. Income Taxes. On July 4, 2025, the U.S. enacted a budget reconciliation package (known as the “One Big Beautiful Bill Act” or “OBBBA”) which includes a broad range of tax provisions affecting businesses. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company has included the estimated impacts of the bill in the consolidated financial statements for the nine-month period ended September 30, 2025. We will continue to evaluate the full impact of these legislative changes as additional guidance and results become available. Our provision for income taxes for the three-month periods ended September 30, 2025 and 2024 was a tax expense of $ 10.8 million and $ 8.2 million, respectively, which resulted in an effective tax rate of 28.0 % and 22.4 %, respectively. Our provision for income taxes for the nine-month periods ended September 30, 2025 and 2024 was a tax expense of $ 29.4 million and $ 24.4 million, respectively, which resulted in an effective tax rate of 24.5 % and 20.9 %, respectively. The increase in the effective income tax rate for the three and nine-month periods ended September 30, 2025, when compared to the prior-year period, was primarily due to decreased benefit from discrete items such as share-based compensation and contingent liabilities and increased permanent tax differences in various jurisdictions and items related to the budget reconciliation package enacted during the period and retroactive to the beginning of the year. The increase in the income tax expense for the three and nine-month periods ended September 30, 2025, when compared to the prior-year periods, was primarily due to increased pre-tax book income and the rate differences noted above. Our effective tax rate differs from the U.S. statutory rate primarily due to the impact of global intangible low-taxed income (“GILTI”) inclusions, state income taxes, foreign taxes, other nondeductible permanent items and discrete items (such as share-based compensation). The Organization for Economic Cooperation and Development (“OECD”) Pillar Two global minimum tax rules, which generally provide for a minimum effective tax rate of 15%, are intended to apply for tax years beginning in 2024. On February 2, 2023, the OECD issued administrative guidance providing transition and safe harbor rules around the implementation of the Pillar Two global minimum tax. Under a transitional safe harbor released July 17, 2023, the undertaxed profits rule top-up tax in the jurisdiction of a company's ultimate parent entity will be zero for each fiscal year of the transition period, if that jurisdiction has a corporate tax rate of at least 20%. The safe harbor transition period will apply to fiscal years beginning on or before December 31, 2025 and ending before December 31, 2026. While we expect our effective income tax rate and cash income tax payments could increase in future years as a result of the global minimum tax, we do not anticipate a material impact to our fiscal 2025 consolidated results of operations. Our assessment could be affected by legislative guidance and future enactment of additional provisions within the Pillar Two framework. We are closely monitoring developments and evaluating the impact these new rules are anticipated to have on our tax rate, including eligibility to qualify for these safe harbor rules. 17 Table of Contents 8. Debt. Principal balances outstanding under our long-term debt obligations as of September 30, 2025 and December 31, 2024 consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2025 December 31, 2024 Convertible notes ​ $ 747,500 ​ $ 747,500 Less unamortized debt issuance costs ​ ( 14,584 ) ​ ( 17,949 ) Total long-term debt ​ 732,916 ​ 729,551 Less current portion ​ — ​ — Long-term portion ​ $ 732,916 ​ $ 729,551 ​ Future minimum principal payments on our long-term debt, as of September 30, 2025, were as follows (in thousands): ​ ​ ​ ​ ​ Year Ending ​ Future Minimum December 31, Principal Payments Remaining 2025 $ — 2026 ​ ​ — 2027 ​ ​ — 2028 ​ ​ — 2029 ​ ​ 747,500 Total future minimum principal payments ​ $ 747,500 ​ Fourth Amended and Restated Credit Agreement On June 6, 2023, we entered into a Fourth Amended and Restated Credit Agreement (the "Fourth A&R Credit Agreement"). The Fourth A&R Credit Agreement is a syndicated loan agreement with Wells Fargo Bank, National Association and other parties. The Fourth A&R Credit Agreement amended and restated in its entirety our previously outstanding Third Amended and Restated Credit Agreement and all amendments thereto. The Fourth A&R Credit Agreement provides for a term loan of $ 150 million and a revolving credit commitment of up to an aggregate amount of $ 700 million, inclusive of sub-facilities for multicurrency borrowings, standby letters of credit and swingline loans. On June 6, 2028, all principal, interest and other amounts outstanding under the Fourth A&R Credit Agreement are payable in full. At any time prior to the maturity date, we may repay any amounts owing under all term loans and revolving credit loans in whole or in part, without premium or penalty. On December 5, 2023, we executed an amendment to the Fourth A&R Credit Agreement (as amended, the "Amended Fourth A&R Credit Agreement”) to facilitate the issuance of our Convertible Notes described below. Among other things, the amendment also updated the definition of the Applicable Margin used in determining the interest rates and amended the financial covenants, all as described below. Term loans made under the Amended Fourth A&R Credit Agreement bear interest, at our election, at either (i) the Base Rate plus the Applicable Margin (as defined in the Amended Fourth A&R Credit Agreement) or, (ii) Adjusted Term SOFR plus the Applicable Margin (as defined in the Amended Fourth A&R Credit Agreement). Revolving credit loans bear interest, at our election, at either (a) the Base Rate plus the Applicable Margin, (b) Adjusted Term SOFR plus the Applicable Margin, (c) Adjusted Eurocurrency Rate plus the Applicable Margin (as defined in the Amended Fourth A&R Credit Agreement), or (d) Adjusted Daily Simple SONIA plus the Applicable Margin (as defined in the Amended Fourth A&R Credit Agreement). Swingline loans bear interest at the Base Rate plus the Applicable Margin. Interest on each loan featuring the Base Rate and each Daily Simple SONIA Loan is due and payable on the last business day of each calendar month; interest on each loan featuring the Eurocurrency Rate and each Term SOFR Loan is due and payable on the last day of each interest period applicable thereto, and if such interest period extends over three months, at the end of each three-month interval during such interest period. 18 Table of Contents The Amended Fourth A&R Credit Agreement is collateralized by substantially all of our assets. The Amended Fourth A&R Credit Agreement contains affirmative and negative covenants, representations and warranties, events of default and other terms customary for loans of this nature. In particular, the Amended Fourth A&R Credit Agreement requires that we maintain certain financial covenants, as follows: ​ ​ ​ ​ ​ ​ Covenant Requirement ​ Consolidated Total Net Leverage Ratio (1) ​ 5.0 to 1.0 ​ Consolidated Senior Secured Net Leverage Ratio (2) ​ ​ 3.0 to 1.0 ​ Consolidated Interest Coverage Ratio (3) ​ 3.0 to 1.0 ​ (1) Maximum Consolidated Total Net Leverage Ratio (as defined in the Amended Fourth A&R Credit Agreement) as of any fiscal quarter end. (2) Maximum Consolidated Senior Secured Net Leverage Ratio (as defined in the Amended Fourth A&R Credit Agreement) as of any fiscal quarter end. (3) Minimum ratio of Consolidated EBITDA (as defined in the Amended Fourth A&R Credit Agreement and adjusted for certain expenditures) to Consolidated Interest Expense (as defined in the Amended Fourth A&R Credit Agreement) for any period of four consecutive fiscal quarters. We were in compliance with these financial covenants set forth in the Amended Fourth A&R Credit Agreement as of September 30, 2025. As of September 30, 2025, we had no outstanding borrowings and issued letter of credit guarantees of $ 3.0 million under the Amended Fourth A&R Credit Agreement, with additional available borrowings of approximately $ 697 million, based on the maximum net leverage ratio required pursuant to the Amended Fourth A&R Credit Agreement. Convertible Notes In December 2023, we issued convertible notes which bear interest at 3.00 % per year, payable semi-annually in arrears on February 1 and August 1 of each year, which commenced August 1, 2024 (the “Convertible Notes”). The Convertible Notes are senior unsecured obligations (as defined in the indenture governing the Convertible Notes (the “Indenture”)) of Merit and will mature on February 1, 2029, unless repurchased, redeemed or converted in accordance with their terms prior to such date. The net proceeds from the sale of the Convertible Notes were approximately $ 724.8 million after deducting offering and issuance costs and before the costs of the Capped Call Transactions, as described below. The initial conversion rate of the notes will be 11.5171 shares of our common stock (the “Common Stock”) per $ 1,000 principal amount of notes, which equates to an initial conversion price of approximately $ 86.83 per share of Common Stock, subject to adjustments as provided in the Indenture upon the occurrence of certain specified events. Conversion can occur at the option of the holders of the Convertible Notes (“Holders”) at any time on or after October 1, 2028. Prior to October 1, 2028, Holders may only elect to convert the Convertible Notes under the following circumstances: (1) During the five business day period after any ten consecutive trading day period in which, for each day of that period, the trading price per $ 1,000 principal amount of the Convertible Notes for such trading day was less than 98 % of the product of the last reported sale price of the Common Stock and the applicable conversion rate on such trading day; (2) Merit issues to common shareholders any rights, options, or warrants, entitling them, for a period of not more than 60 days , to purchase shares of Common Stock at a price per share less than the average closing sale price of 10 consecutive trading days, or Merit’s election to make a distribution to common shareholders exceeding 10 % of the previous day’s closing sale price; (3) Upon the occurrence of a Fundamental Change, as set forth in the Indenture; (4) During any calendar quarter (and only during such calendar quarter) beginning after March 31, 2024, if, the last reported sale price per share of the Common Stock exceeds 130 % of the applicable conversion price on each applicable trading day for at least 20 trading days (whether or not consecutive) in the period of the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter; or (5) Prior to the related redemption date if Merit calls any Convertible Notes for redemption. As of September 30, 2025, none of the conditions permitting the Holders to convert their Convertible Notes early had been met. Therefore, the Convertible Notes are classified as long-term debt obligations. 19 Table of Contents Upon conversion, Merit will (1) pay cash up to the aggregate principal amount of the Convertible Notes to be converted and (2) pay or deliver, as the case may be, cash, shares of Common Stock, or a combination of cash and shares of Common Stock, at Merit’s election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted. In addition, Holders will have the right to require Merit to repurchase all or a part of their notes upon the occurrence of a “fundamental change” (as defined in the Indenture) in cash at a fundamental change repurchase price of 100 % of their principal amount plus accrued and unpaid interest up to, but excluding, the fundamental change repurchase date. On or after February 7, 2027, we may redeem for cash all or part of the Convertible Notes, at our option, if the last reported sales price of Common Stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related notice of the redemption. Capped Call Transactions In December 2023, in connection with the pricing of the Convertible Notes, Merit entered into privately negotiated capped call transactions (“Capped Call Transactions”) with certain of the initial purchasers and/or their respective affiliates and certain other financial institutions. The Capped Call Transactions cover, subject to customary anti-dilution adjustments, the number of shares of Common Stock initially underlying the Convertible Notes and are generally expected to reduce potential dilution to the Common Stock upon any conversion of Convertible Notes and/or offset any cash payments Merit is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap, based on a cap price initially equal to approximately $ 114.68 per share of Common Stock, subject to certain adjustments under the terms of the Capped Call Transactions. The cost of the Capped Call Transactions was approximately $ 66.5 million. The Capped Call Transactions do not meet the criteria for separate accounting as a derivative as they are indexed to the Common Stock. The premiums paid for the Capped Call Transactions have been included as a net reduction to Common Stock within stockholders' equity. ​ ​ 9. Derivatives. General. Our earnings and cash flows are subject to fluctuations due to changes in interest rates and foreign currency exchange rates, and we seek to mitigate a portion of the risks attributable to those fluctuations by entering into derivative contracts. The derivative instruments we use are interest rate swaps and foreign currency forward contracts. We recognize derivative instruments as either assets or liabilities at fair value in the accompanying consolidated balance sheets, regardless of whether hedge accounting is applied. We report cash flows arising from our hedging instruments consistent with the classification of cash flows from the underlying hedged items. Accordingly, cash flows associated with our derivative contracts are classified as operating activities in the accompanying consolidated statements of cash flows. We formally document, designate and assess the effectiveness of transactions that receive hedge accounting treatment initially and on an ongoing basis. For qualifying hedges, the change in fair value is deferred in accumulated other comprehensive income, a component of stockholders’ equity in the accompanying consolidated balance sheets, and recognized in earnings at the same time the hedged item affects earnings. Changes in the fair value of derivative instruments not designated as hedging instruments are recorded in earnings throughout the term of the derivative. Interest Rate Risk. In December 2019, we entered into a pay-fixed, receive-variable interest rate swap with a notional amount of $ 75 million with Wells Fargo wherein we fixed the one-month SOFR rate on that portion of our borrowings under the Amended Fourth A&R Credit Agreement. The term of the interest rate swap expired on July 31, 2024. 20 Table of Contents Foreign Currency Risk. We operate on a global basis and are exposed to the risk that our financial condition, results of operations, and cash flows could be adversely affected by changes in foreign currency exchange rates. To reduce the potential effects of foreign currency exchange rate movements on net earnings, we enter into derivative financial instruments in the form of foreign currency exchange forward contracts with major financial institutions. Our policy is to enter into foreign currency derivative contracts with maturities of up to two years . We are exposed to foreign currency exchange rate risk with respect to transactions and balances denominated in various currencies, with our most significant exposure related to transactions and balances denominated in Chinese Renminbi and Euros, among others. We do not use derivative financial instruments for trading or speculative purposes. We do not believe we are subject to any credit risk contingent features related to our derivative contracts, and we seek to manage counterparty risk by allocating derivative contracts among several major financial institutions. Derivatives Designated as Cash Flow Hedges For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative instrument is temporarily reported as a component of other comprehensive income and then reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. We entered into forward contracts on various foreign currencies to manage the risk associated with forecasted exchange rates which impact revenues, cost of sales, and operating expenses in various international markets. The objective of the forward contracts is to reduce the variability of cash flows associated with the forecasted purchase or sale of the foreign currencies. As of September 30, 2025 and December 31, 2024, we had entered into foreign currency forward contracts, which qualified as cash flow hedges, with aggregate notional amounts of $ 152.6 million and $ 117.5 million, respectively. Derivatives Not Designated as Cash Flow Hedges We forecast our net exposure in various receivables and payables to fluctuations in the value of various currencies, and we enter into foreign currency forward contracts to mitigate a portion of that exposure. As of September 30, 2025 and December 31, 2024, we had entered into foreign currency forward contracts related to those balance sheet accounts with aggregate notional amounts of $ 109.0 million and $ 95.7 million, respectively. Balance Sheet Presentation of Derivative Instruments. As of September 30, 2025 and December 31, 2024, all derivative instruments, both those designated as hedging instruments and those that were not designated as hedging instruments, were recorded at fair value on a gross basis on our consolidated balance sheets. We are not subject to any master netting agreements. The fair value of derivative instruments on a gross basis was as follows on the dates indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value of Derivative Instruments Designated as Hedging Instruments Balance Sheet Location September 30, 2025 December 31, 2024 Assets ​ ​ Foreign currency forward contracts Prepaid expenses and other assets ​ $ 3,059 ​ $ 3,771 Foreign currency forward contracts Other assets (long-term) ​ ​ 806 ​ 1,064 ​ ​ ​ ​ ​ ​ ​ ​ ​ (Liabilities) ​ ​ Foreign currency forward contracts Accrued expenses ​ ( 2,117 ) ​ ( 1,332 ) Foreign currency forward contracts Other long-term obligations ​ ( 571 ) ​ ( 287 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value of Derivative Instruments Not Designated as Hedging Instruments Balance Sheet Location September 30, 2025 December 31, 2024 Assets ​ ​ Foreign currency forward contracts Prepaid expenses and other assets ​ $ 926 ​ $ 2,595 ​ ​ ​ ​ ​ ​ ​ ​ ​ (Liabilities) ​ ​ Foreign currency forward contracts Accrued expenses ​ ( 1,175 ) ​ ( 1,288 ) ​ 21 Table of Contents Income Statement Presentation of Derivative Instruments. Derivative Instruments Designated as Cash Flow Hedges Derivative instruments designated as cash flow hedges had the following effects, before income taxes, on other comprehensive income (“OCI”), accumulated other comprehensive income (“AOCI”), and net earnings in our consolidated statements of income, consolidated statements of comprehensive income and consolidated balance sheets (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount of Gain/(Loss) ​ ​ ​ Consolidated Statements ​ Amount of Gain/(Loss) ​ ​ Recognized in OCI ​ ​ ​ of Income ​ Reclassified from AOCI ​ ​ Three Months Ended September 30, ​ Three Months Ended September 30, ​ Three Months Ended September 30, Derivative instrument 2025 2024 Location in statements of income 2025 2024 2025 2024 Interest rate swap ​ $ — ​ $ 1 ​ Interest expense ​ $ ( 6,754 ) ​ $ ( 7,501 ) ​ $ — ​ $ 255 Foreign currency forward contracts ​ 2,330 ​ ( 5,443 ) ​ Revenue ​ 384,157 ​ 339,845 ​ ( 106 ) ​ 709 ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales ​ ( 197,746 ) ​ ( 182,310 ) ​ 280 ​ 179 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount of Gain/(Loss) ​ ​ ​ Consolidated Statements ​ Amount of Gain/(Loss) ​ ​ Recognized in OCI ​ ​ ​ of Income ​ Reclassified from AOCI ​ ​ Nine Months Ended September 30, ​ Nine Months Ended September 30, ​ Nine Months Ended September 30, Derivative instrument 2025 2024 Location in statements of income 2025 ​ 2024 2025 2024 Interest rate swap ​ $ — ​ $ 152 ​ Interest expense ​ $ ( 20,097 ) ​ $ ( 23,226 ) ​ $ — ​ $ 1,656 Foreign currency forward contracts ​ ( 963 ) ​ ( 1,308 ) ​ Revenue ​ 1,121,970 ​ 1,001,356 ​ 1,424 ​ 1,549 ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales ​ ( 579,052 ) ​ ( 531,006 ) ​ ( 494 ) ​ 963 ​ As of September 30, 2025, ($ 1.3 ) million, or ($ 1.0 ) million after taxes, was expected to be reclassified from AOCI to earnings in revenue and cost of sales over the succeeding twelve months. Derivative Instruments Not Designated as Hedging Instruments The following gains/(losses) from these derivative instruments were recognized in our consolidated statements of income for the periods presented (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, Nine Months Ended September 30, Derivative Instrument Location in statements of income 2025 2024 2025 2024 Foreign currency forward contracts Other income (expense) — net ​ $ ( 731 ) ​ $ ( 2,124 ) ​ $ 451 ​ $ ( 596 ) ​ ​ 22 Table of Contents 10. Commitments and Contingencies. Litigation. In the ordinary course of business, we are involved in various claims and litigation matters. These proceedings, actions and claims may involve product liability, intellectual property, contract disputes, employment, governmental inquiries or other matters, including the matter described below. These matters generally involve inherent uncertainties and often require prolonged periods of time to resolve. In certain proceedings, the claimants may seek damages as well as other compensatory and equitable relief that could result in the payment of significant claims and settlements and/or the imposition of injunctions or other equitable relief. For legal matters for which our management had sufficient information to reasonably estimate our future obligations, a liability representing management’s best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within the range is not known, is recorded. The estimates are based on consultation with legal counsel, previous settlement experience and settlement strategies. If actual outcomes are less favorable than those estimated by management, additional expense may be incurred, which could unfavorably affect our financial position, results of operations and cash flows. The ultimate cost to us with respect to actions and claims could be materially different than the amount of the current estimates and accruals and could have a material adverse effect on our financial position, results of operations and cash flows. Unless included in our legal accrual, we are unable to estimate a reasonably possible loss or range of loss associated with any individual material legal proceeding. Legal costs for these matters, such as outside counsel fees and expenses, are charged to expense in the period incurred. SEC Inquiry Commencing in January 2022, we received requests from the Division of Enforcement of the U.S. Securities and Exchange Commission (“SEC”) seeking the voluntary production of information relating to the business activities of Merit’s subsidiary in China, including interactions with hospitals and health care officials in China (the “SEC Inquiry”). We cooperated with the requests and investigated the matter. During the quarter ended September 30, 2025, the SEC’s Division of Enforcement notified us that they had concluded the SEC Inquiry and were not recommending enforcement action against us. In management's opinion, based on its examination of these matters, its experience to date and discussions with counsel, we are not currently involved in any legal proceedings which, individually or in the aggregate, could have a material adverse effect on our financial position, results of operations or cash flows. Our management regularly assesses the risks of legal proceedings in which we are involved, and management’s view of these matters may change in the future. ​ 23 Table of Contents 11. Earnings Per Common Share (EPS). The computation of weighted average shares outstanding and the basic and diluted earnings per common share for the three and nine-month periods ended September 30, 2025 and 2024 consisted of the following (in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ ​ 2025 ​ 2024 ​ 2025 ​ 2024 Net income ​ $ 27,755 ​ $ 28,444 ​ $ 90,483 ​ $ 92,410 Average common shares outstanding ​ 59,245 ​ 58,231 ​ 59,095 ​ 58,110 Basic EPS ​ $ 0.47 ​ $ 0.49 ​ $ 1.53 ​ $ 1.59 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average common shares outstanding ​ ​ 59,245 ​ ​ 58,231 ​ ​ 59,095 ​ ​ 58,110 Effect of dilutive stock awards ​ ​ 648 ​ ​ 866 ​ ​ 806 ​ ​ 691 Effect of dilutive convertible notes ​ ​ 26 ​ ​ 440 ​ ​ 703 ​ ​ 147 Total potential shares outstanding ​ ​ 59,919 ​ ​ 59,537 ​ ​ 60,604 ​ ​ 58,948 Diluted EPS ​ $ 0.46 ​ $ 0.48 ​ $ 1.49 ​ $ 1.57 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity awards excluded as the impact was anti-dilutive (1) ​ ​ 198 ​ ​ 448 ​ ​ 176 ​ ​ 821 (1) Does not reflect the impact of incremental repurchases under the treasury stock method. Convertible Notes For our Convertible Notes, the dilutive effect has been calculated using the if-converted method. Upon surrender of the Convertible Notes for conversion, Merit will pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at Merit’s election, in respect of the remainder, if any, of Merit’s conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted. Under the if-converted method, we include the number of shares required to satisfy the remaining conversion obligation, assuming all the Convertible Notes were converted. The convertible notes only have an impact on diluted earnings per share when the average share price of our Common Stock exceeds the conversion price of $ 86.83 . The average closing price of the Common Stock for the three and nine-month periods ended September 30, 2025 and 2024, respectively, was used as the basis for determining the dilutive effect on EPS. ​ 24 Table of Contents 12. Stock-Based Compensation Expense. Stock-based compensation expense before income tax expense for the three and nine-month periods ended September 30, 2025 and 2024 consisted of the following (in thousands) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ 2025 2024 2025 2024 Cost of sales ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nonqualified stock options ​ $ 126 ​ $ 150 ​ $ 777 ​ $ 875 Restricted stock units ​ ​ 351 ​ ​ — ​ ​ 973 ​ ​ — Total cost of sales ​ ​ 477 ​ ​ 150 ​ ​ 1,750 ​ ​ 875 Research and development ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nonqualified stock options ​ ​ 328 ​ 440 ​ ​ 965 ​ 1,221 Restricted stock units ​ ​ 386 ​ ​ — ​ ​ 1,103 ​ ​ — Total research and development ​ ​ 714 ​ ​ 440 ​ ​ 2,068 ​ ​ 1,221 Selling, general and administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nonqualified stock options ​ ​ 1,058 ​ 1,442 ​ ​ 3,637 ​ 4,689 Performance-based restricted stock units ​ ​ 8,030 ​ ​ 2,884 ​ ​ 16,588 ​ ​ 7,648 Restricted stock units ​ ​ 2,270 ​ ​ 1,074 ​ ​ 6,259 ​ ​ 2,792 Cash-settled performance-based awards ​ ​ 998 ​ ​ 723 ​ ​ 3,094 ​ ​ 1,733 Cash-settled restricted stock units ​ ​ 65 ​ ​ — ​ ​ 167 ​ ​ — Total selling, general and administrative ​ ​ 12,421 ​ ​ 6,123 ​ ​ 29,745 ​ ​ 16,862 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation expense before taxes ​ $ 13,612 ​ $ 6,713 ​ $ 33,563 ​ $ 18,958 ​ We recognize stock-based compensation expense (net of a forfeiture rate), for those awards which are expected to vest, on a straight-line basis over the requisite service period. We estimate the forfeiture rate based on our historical experience and expectations about future forfeitures. Nonqualified Stock Options During the nine months ended September 30, 2025 and 2024, we did no t grant any stock options. As of September 30, 2025, the total remaining unrecognized compensation cost related to non-vested stock options was $ 5.5 million, which was expected to be recognized over a weighted average period of 1.4 years. Stock-Settled Performance-Based Restricted Stock Units (“Performance Stock Units”) During the nine-month periods ended September 30, 2025 and 2024, we granted Performance Stock Units which represented awards of up to 290,120 and 364,810 shares of Common Stock, respectively. Settlement of the Performance Stock Units into shares of Common Stock occurs at the end of the relevant performance periods. The actual number of shares of Common Stock issuable at the end of the performance periods is based upon Company performance towards specified financial performance targets and relative total shareholder return as compared to the Russell 2000 Index (“rTSR”), all as more specifically set forth in the Performance Stock Unit award agreements. We use Monte-Carlo simulations to estimate the grant-date fair value of the Performance Stock Units linked to total shareholder return. The fair value of each performance stock unit was estimated as of the grant date using the following assumptions for awards granted in the periods indicated below: ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ ​ September 30, ​ ​ 2025 ​ 2024 Risk-free interest rate 4.0 % 4.4 % Performance period 2.8 years 2.8 years Expected dividend yield — — Expected price volatility 28.0 % 31.1 % ​ 25 Table of Contents The risk-free interest rate of return was determined using the U.S. Treasury rate at the time of grant with a term equal to the expected term of the award. The expected volatility was based on the weighted average volatility of our stock price and the average volatility of our compensation peer group's stock price. The expected dividend yield was assumed to be zero because, at the time of the grant, we had no plans to declare a dividend. Compensation expense is recognized using the grant-date fair value for the number of shares that are likely to be awarded based on the performance metrics. Each reporting period, this probability assessment is updated, and cumulative adjustments are recorded based on the financial performance metrics expected to be achieved. At the end of the performance period, cumulative expense is calculated based on the actual performance metrics achieved. As of September 30, 2025, the total remaining unrecognized compensation cost related to stock-settled Performance Stock Units was $ 28.5 million, which is expected to be recognized over a weighted average period of 1.3 years. Cash-Settled Performance-Based Awards During the nine-month periods ended September 30, 2025 and 2024, we granted Performance Stock Units to our Chief Executive Officer that provide for settlement in cash upon achievement of specific metrics (“Liability Awards”), with total target cash incentives in the amount of $ 1.7 million and $ 1.6 million, respectively. The Liability Awards entitle him to a target cash payment based upon our level of rTSR performance and achievement of other performance metrics, as defined in the award agreements. During the nine-month periods ended September 30, 2025 and 2024, we granted additional Performance Stock Units to certain employees that provide for settlement in cash upon our achievement of specified financial metrics. The cash payable upon vesting at the end of the service period is based upon performance against specified financial performance targets and relative total shareholder return as compared to the rTSR, as defined in the award agreements. Compensation expense is recognized in an amount equal to the cash payment likely to be awarded based on the performance metrics. The potential maximum payout of these Liability Awards is 250 % of the target cash incentive, resulting in a total potential maximum payout of $ 4.7 million and $ 4.4 million for Liability Awards granted during the nine-month periods ended September 30, 2025 and 2024, respectively. The settlement generally occurs at the end of three-year performance periods based upon the same performance metrics and vesting period as our Performance Stock Units. The fair value of these Liability Awards is measured at each reporting period until the awards are settled. As of September 30, 2025 and December 31, 2024, the recorded balance associated with these Liability Awards was $ 5.7 million and $ 5.1 million, respectively, which have been classified as liabilities and reported in accrued expenses and other long-term obligations within our consolidated balance sheets. As of September 30, 2025, the total remaining unrecognized compensation cost related to Liability Awards was $ 4.4 million, which was expected to be recognized over a weighted average period of 1.8 years. Restricted Stock Units During the nine-month periods ended September 30, 2025 and 2024, we granted restricted stock units to certain employees and non-employee directors representing 135,778 and 158,719 shares of Common Stock, respectively. The expense recognized for restricted stock units is equal to the closing stock price on the date of grant, which is recognized over the vesting period. Restricted stock units granted to each employee are subject to such employee’s continued employment through the vesting date, which is between three to four years from the date of grant. Restricted stock units granted to each non-employee director are subject to such director’s continued service through the vesting date, which is one year from the grant date. As of September 30, 2025, the total remaining unrecognized compensation cost related to restricted stock units was $ 27.7 million, which was expected to be recognized over a weighted average period of 2.6 years. ​ ​ 26 Table of Contents 13. Segment Reporting. We report our operations in two operating segments: cardiovascular and endoscopy. Our cardiovascular segment consists of four product categories: peripheral intervention, cardiac intervention, custom procedural solutions, and OEM. Within these product categories, we sell a variety of products, including cardiology and radiology devices (which assist in diagnosing and treating coronary arterial disease, peripheral vascular disease and other non-vascular diseases), as well as embolotherapeutic, cardiac rhythm management, electrophysiology, critical care, breast cancer localization and guidance, biopsy, and interventional oncology and spine devices. Our endoscopy segment consists of gastroenterology and pulmonology devices which assist in the palliative treatment of expanding esophageal, tracheobronchial and biliary strictures. Our chief operating decision maker (“CODM”) is our Chief Executive Officer, who uses segment profit or loss to assess performance and allocate resources to each segment, primarily through periodic budgeting and segment performance reviews. See Note 3, Revenues from Contracts with Customers for a detailed breakout of our sales by operating segment and product category, disaggregated between domestic and international sales. Total assets by segment are not used by the CODM to assess performance or allocate resources to the Company’s segments; therefore, total assets by segment are not disclosed. Financial information relating to our reportable operating segments and reconciliations to the consolidated totals for the three and nine-month periods ended September 30, 2025 and 2024, were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Three Months Ended ​ ​ September 30, 2025 ​ September 30, 2024 ​ Cardiovascular Endoscopy Consolidated Cardiovascular Endoscopy Consolidated Net sales $ 366,425 $ 17,732 $ 384,157 $ 322,855 ​ $ 16,990 $ 339,845 Cost of sales standard (1) ​ ​ 144,299 ​ ​ 4,258 ​ ​ ​ ​ ​ 137,530 ​ ​ 4,594 ​ ​ ​ Cost of sales other (2) ​ 47,324 ​ 1,865 ​ ​ ​ 37,531 ​ 2,655 ​ ​ Selling, general and administrative expenses ​ 113,835 ​ 5,966 ​ ​ ​ 90,409 ​ 9,235 ​ ​ Research and development expenses ​ ​ 23,157 ​ ​ 809 ​ ​ ​ ​ ​ 19,727 ​ ​ 800 ​ ​ ​ Other operating expenses (3) ​ ​ 32 ​ ​ — ​ ​ ​ ​ ​ 103 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from operations ​ $ 37,778 ​ $ 4,834 ​ $ 42,612 ​ $ 37,555 ​ $ ( 294 ) ​ $ 37,261 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total other expense — net ​ ​ ​ ​ ​ ​ ​ ​ ( 4,072 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 604 ) ​ ​ ​ ​ ​ ​ ​ Income before income taxes ​ ​ ​ ​ ​ ​ $ 38,540 ​ ​ ​ ​ ​ ​ $ 36,657 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ Nine Months Ended ​ ​ September 30, 2025 ​ September 30, 2024 ​ Cardiovascular Endoscopy Consolidated Cardiovascular Endoscopy Consolidated Net sales $ 1,069,163 $ 52,807 $ 1,121,970 $ 964,044 ​ $ 37,312 $ 1,001,356 Cost of sales standard (1) ​ ​ 430,449 ​ ​ 12,963 ​ ​ ​ ​ ​ 411,088 ​ ​ 10,959 ​ ​ ​ Cost of sales other (2) ​ 129,057 ​ 6,583 ​ ​ ​ 105,661 ​ 3,298 ​ ​ Selling, general and administrative expenses ​ 322,482 ​ 17,902 ​ ​ ​ 273,343 ​ 15,314 ​ ​ Research and development expenses ​ ​ 68,417 ​ ​ 2,394 ​ ​ ​ ​ ​ 60,286 ​ ​ 1,986 ​ ​ ​ Other operating expenses (3) ​ ​ 1,198 ​ ​ — ​ ​ ​ ​ ​ 292 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from operations ​ $ 117,560 ​ $ 12,965 ​ $ 130,525 ​ $ 113,374 ​ $ 5,755 ​ $ 119,129 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total other expense — net ​ ​ ​ ​ ​ ​ ​ ​ ( 10,648 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 2,281 ) ​ ​ ​ ​ ​ ​ ​ Income before income taxes ​ ​ ​ ​ ​ ​ $ 119,877 ​ ​ ​ ​ ​ ​ $ 116,848 (1) Cost of sales standard represents costs of goods sold measured at the internal standard cost for production of inventory. Inventory standard costs include material, labor and manufacturing overhead. (2) Cost of sales other for all segments includes amortization expense associated with our developed technology and license agreement intangible assets, freight and handling associated with shipments to customers, provisions based on estimated excess, slow moving and obsolete inventories, manufacturing and price variances, and royalties. (3) Other operating expenses include contingent consideration expense (benefit) related to the changes in fair value of contingent payments associated with acquisitions. 27 Table of Contents Total depreciation and amortization by operating segment for the three and nine-month periods ended September 30, 2025 and 2024, consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ ​ 2025 ​ 2024 ​ 2025 ​ 2024 Cardiovascular ​ $ 29,055 ​ $ 24,025 ​ $ 84,792 ​ $ 71,377 Endoscopy ​ ​ 2,261 ​ ​ 2,378 ​ ​ 6,837 ​ ​ 2,716 Total ​ $ 31,316 ​ $ 26,403 ​ $ 91,629 ​ $ 74,093 ​ ​ ​ ​ 14. Fair Value Measurements. Assets (Liabilities) Measured at Fair Value on a Recurring Basis Our financial assets and (liabilities) carried at fair value and measured on a recurring basis as of September 30, 2025 and December 31, 2024 consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements Using ​ ​ Total Fair ​ Quoted prices in ​ Significant other ​ Significant ​ ​ Value at ​ active markets ​ observable inputs ​ unobservable inputs ​ September 30, 2025 (Level 1) (Level 2) (Level 3) Money market funds (1) ​ $ 30,978 ​ $ 30,978 ​ $ — ​ $ — United States treasury debt securities (2) ​ ​ 7,100 ​ ​ 7,100 ​ ​ — ​ ​ — Foreign currency contract assets, current and long-term (3) ​ ​ 4,791 ​ ​ — ​ ​ 4,791 ​ ​ — Foreign currency contract liabilities, current and long-term (4) ​ ​ ( 3,863 ) ​ ​ — ​ ​ ( 3,863 ) ​ ​ — Contingent consideration liabilities ​ ​ ( 1,949 ) ​ ​ — ​ ​ — ​ ​ ( 1,949 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements Using ​ ​ Total Fair ​ Quoted prices in ​ Significant other ​ Significant ​ ​ Value at ​ active markets ​ observable inputs ​ unobservable inputs ​ December 31, 2024 (Level 1) (Level 2) (Level 3) Money market funds (1) ​ $ 10,034 ​ $ 10,034 ​ $ — ​ $ — Marketable securities (5) ​ ​ 92 ​ ​ 92 ​ ​ — ​ ​ — Foreign currency contract assets, current and long-term (3) ​ ​ 7,430 ​ ​ — ​ ​ 7,430 ​ ​ — Foreign currency contract liabilities, current and long-term (4) ​ ​ ( 2,907 ) ​ ​ — ​ ​ ( 2,907 ) ​ ​ — Contingent consideration liabilities ​ ​ ( 3,486 ) ​ ​ — ​ ​ — ​ ​ ( 3,486 ) (1) Our money market fund represents a bank-managed money market fund which permits daily redemptions. Amounts in the fund are recorded as cash equivalents in the consolidated balance sheets. (2) The fair value of U.S. treasury debt securities are determined using quoted prices for identical assets in active markets and is recorded as cash and cash equivalents in the consolidated balance sheets. (3) The fair value of the foreign currency contract assets (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as a prepaid expense and other current asset or other long-term asset in the consolidated balance sheets. (4) The fair value of the foreign currency contract liabilities (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as accrued expense or other long-term obligation in the consolidated balance sheets. (5) Our marketable securities, which consist entirely of available-for-sale equity securities, are valued using market prices in active markets. Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets. 28 Table of Contents Certain of our past business combinations involve the potential for the payment of future contingent consideration, generally based on a percentage of future product sales or upon attaining specified future revenue or other milestones. The contingent consideration liability is re-measured at the estimated fair value at the end of each reporting period with the change in fair value recognized within operating expenses in the accompanying consolidated statements of income for such period. We measure the initial liability and re-measure the liability on a recurring basis using Level 3 inputs as defined under authoritative guidance for fair value measurements. Changes in the fair value of our contingent consideration liabilities during the three and nine-month periods ended September 30, 2025 and 2024 consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Nine Months Ended ​ September 30, September 30, ​ 2025 2024 2025 2024 Beginning balance ​ $ 2,027 ​ $ 3,435 ​ $ 3,486 ​ $ 3,447 Contingent consideration expense ​ 32 ​ 103 ​ 1,198 ​ 292 Contingent payments made ​ ( 110 ) ​ ( 119 ) ​ ( 2,735 ) ​ ( 320 ) Ending balance ​ $ 1,949 ​ $ 3,419 ​ $ 1,949 ​ $ 3,419 ​ As of September 30, 2025, $ 1.6 million in contingent consideration liability was included in other long-term obligations and $ 0.3 million in contingent consideration liability was included in accrued expenses in our consolidated balance sheet. As of December 31, 2024, $ 3.1 million in contingent consideration liability was included in other long-term obligations and $ 0.4 million in contingent consideration liability was included in accrued expenses in our consolidated balance sheet. Payments related to the settlement of the contingent consideration liability recognized at fair value as of the applicable acquisition date of $ 2.6 million and $ 0.2 million for the nine-month periods ended September 30, 2025 and 2024, respectively, have been reflected as a cash outflow from financing activities in the accompanying consolidated statements of cash flows. Payments related to increases in the contingent consideration liability subsequent to the date of acquisition of $ 0.1 million and $ 0.1 million for the nine-month periods ended September 30, 2025 and 2024, respectively, are reflected as operating cash flows. 29 Table of Contents The recurring Level 3 measurement of our contingent consideration liabilities included the following significant unobservable inputs at September 30, 2025 and December 31, 2024 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair value at ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ Valuation ​ ​ ​ ​ ​ Weighted Contingent consideration liability 2025 technique Unobservable inputs Range ​ Average (1) Revenue-based royalty payments contingent liability ​ $ 1,856 Discounted cash flow Discount rate ​ 14.0 % ​ 14.0 % ​ ​ ​ Projected year of payments ​ 2025-2034 ​ 2029 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue milestones contingent liability ​ $ 93 Monte Carlo simulation Discount rate ​ 11.0 % ​ ​ ​ ​ ​ Projected year of payments ​ 2025-2041 ​ 2041 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair value at ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ Valuation ​ ​ ​ ​ ​ Weighted Contingent consideration liability 2024 technique Unobservable inputs Range ​ Average (1) Revenue-based royalty payments contingent liability ​ $ 2,217 Discounted cash flow Discount rate ​ 14.0 % - 16.0 % ​ 14.6 % ​ ​ ​ Projected year of payments ​ 2025-2034 ​ 2028 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue milestones contingent liability ​ $ 88 Monte Carlo simulation Discount rate ​ 13.0 % ​ ​ ​ ​ ​ Projected year of payments ​ 2025-2040 ​ 2039 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Regulatory approval contingent liability ​ $ 1,181 ​ Scenario-based method ​ Discount rate ​ 6.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ Probability of milestone payment ​ 50.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ Projected year of payment ​ 2025-2026 ​ 2025 (1) Unobservable inputs were weighted by the relative fair value of the instruments. No weighted average is reported for contingent consideration liabilities without a range of unobservable inputs. The contingent consideration liability is re-measured to fair value each reporting period. Significant increases or decreases in projected revenues, based on our most recent internal operational budgets and long-range strategic plans, discount rates or the time until payment is made would have resulted in a significantly lower or higher fair value measurement. Our determination of the fair value of the contingent consideration liability could change in future periods based upon our ongoing evaluation of these significant unobservable inputs. We intend to record any such change in the fair value of contingent consideration liability to operating expenses in our consolidated statements of income. Fair Value of Other Assets (Liabilities) The carrying amount of cash and cash equivalents, receivables, and trade payables approximate fair value because of the immediate, short-term maturity of these financial instruments. The fair value of our long-term debt under our Convertible Notes was $ 870.8 million as of September 30, 2025 and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input. The fair value of assets and liabilities whose carrying value approximates fair value is determined using Level 2 inputs, with the exception of cash and cash equivalents, which use Level 1 inputs. We recognize or disclose the fair value of certain assets, such as non-financial assets, primarily property and equipment, right-of-use operating lease assets, equity investments, intangible assets and goodwill in connection with impairment evaluations. Such assets are reported at carrying value and are not subject to recurring fair value measurements. We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Fair value is generally determined based on discounted future cash flow. All our nonrecurring valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy. 30 Table of Contents Our equity investments in privately-held companies were $ 26.0 million and $ 22.8 million at September 30, 2025 and December 31, 2024, respectively, which are included within other long-term assets in our consolidated balance sheets. We analyze our investments in privately-held companies to determine if they should be accounted for using the equity method based on our ability to exercise significant influence over operating and financial policies of the investment whereby we record our proportionate share of the investee’s earnings or losses; amortization of differences between our investment basis and underlying equity in net assets of the investee, excluding the component representing goodwill; and impairment, if any, as a component of other income (expense) — net for each reporting period. Investments not accounted for under the equity method of accounting are accounted for at cost minus impairment, if applicable, plus or minus changes in valuation resulting from observable transactions for identical or similar investments . For the nine-month periods ended September 30, 2025 and 2024, we recorded no impairment charges related to our equity investments. Current Expected Credit Losses Our outstanding notes receivable, including accrued interest and an allowance for current expected credit losses, were $ 21.2 million and $ 9.4 million as of September 30, 2025 and December 31, 2024, respectively. Notes receivable increased $ 11.8 million for the nine-month period ended September 30, 2025 primarily due to loans issued to FluidX Medical Technology, Inc. and Protaryx Medical Inc. As of September 30, 2025 and December 31, 2024, we had an allowance for current expected credit losses of $ 2.6 million and $ 1.4 million, respectively, associated with these notes receivable. We assess the allowance for current expected credit losses on an individual security basis, due to the limited number of securities, using a probability of default model, which is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the expected collectability of securities, and other security specific factors. The table below presents a roll-forward of the allowance for current expected credit losses on our notes receivable for the three and nine-month periods ended September 30, 2025 and 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ ​ 2025 2024 ​ 2025 2024 Beginning balance ​ $ 2,375 ​ $ 1,406 ​ $ 1,366 ​ $ 568 Provision for credit loss expense ​ ​ 185 ​ ​ 189 ​ ​ 1,194 ​ ​ 1,027 Ending balance ​ $ 2,560 ​ $ 1,595 ​ $ 2,560 ​ $ 1,595 ​ ​ 31 Table of Contents 15. Accumulated Other Comprehensive Income (Loss). The changes in each component of accumulated other comprehensive income (loss) for the three and nine-month periods ended September 30, 2025 and 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash Flow Hedges Foreign Currency Translation Total Balance as of July 1, 2025 $ ( 328 ) ​ $ ( 4,734 ) ​ $ ( 5,062 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss) 2,330 ​ ​ ( 862 ) ​ ​ 1,468 Income taxes ( 509 ) ​ ​ 558 ​ ​ 49 Reclassifications to: ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ 106 ​ ​ ​ ​ ​ 106 Cost of sales ​ ( 280 ) ​ ​ ​ ​ ​ ( 280 ) Net other comprehensive income (loss) ​ 1,647 ​ ​ ( 304 ) ​ ​ 1,343 ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of September 30, 2025 $ 1,319 ​ $ ( 5,038 ) ​ $ ( 3,719 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash Flow Hedges Foreign Currency Translation Total Balance as of July 1, 2024 $ 2,625 ​ $ ( 18,054 ) ​ $ ( 15,429 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive (loss) income ( 5,442 ) ​ ​ 7,153 ​ ​ 1,711 Income taxes 1,555 ​ ​ ( 89 ) ​ ​ 1,466 Reclassifications to: ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ ( 709 ) ​ ​ ​ ​ ​ ( 709 ) Cost of sales ​ ( 179 ) ​ ​ ​ ​ ​ ( 179 ) Interest expense ​ ( 255 ) ​ ​ ​ ​ ​ ( 255 ) Net other comprehensive (loss) income ​ ( 5,030 ) ​ ​ 7,064 ​ ​ 2,034 ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of September 30, 2024 $ ( 2,405 ) ​ $ ( 10,990 ) ​ $ ( 13,395 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash Flow Hedges Foreign Currency Translation Total Balance as of January 1, 2025 $ 2,765 ​ $ ( 22,166 ) ​ $ ( 19,401 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive (loss) income ( 963 ) ​ ​ 18,192 ​ ​ 17,229 Income taxes 447 ​ ​ ( 1,064 ) ​ ​ ( 617 ) Reclassifications to: ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ ( 1,424 ) ​ ​ ​ ​ ​ ( 1,424 ) Cost of sales ​ 494 ​ ​ ​ ​ ​ 494 Net other comprehensive (loss) income ​ ( 1,446 ) ​ ​ 17,128 ​ ​ 15,682 ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of September 30, 2025 $ 1,319 ​ $ ( 5,038 ) ​ $ ( 3,719 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash Flow Hedges Foreign Currency Translation Total Balance as of January 1, 2024 $ 1,662 ​ $ ( 12,996 ) ​ $ ( 11,334 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive (loss) income ( 1,156 ) ​ ​ 2,061 ​ ​ 905 Income taxes 1,257 ​ ​ ( 55 ) ​ ​ 1,202 Reclassifications to: ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ ( 1,549 ) ​ ​ ​ ​ ​ ( 1,549 ) Cost of sales ​ ( 963 ) ​ ​ ​ ​ ​ ( 963 ) Interest expense ​ ( 1,656 ) ​ ​ ​ ​ ​ ( 1,656 ) Net other comprehensive (loss) income ​ ( 4,067 ) ​ ​ 2,006 ​ ​ ( 2,061 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of September 30, 2024 $ ( 2,405 ) ​ $ ( 10,990 ) ​ $ ( 13,395 ) ​ ​ 32 Table of Contents 16. Subsequent Events. ​ On October 3, 2025, (i) Fred P. Lampropoulos resigned as Chief Executive Officer and President of Merit and transitioned his employment to the role of Executive Chairman and (ii) Merit's Board of Directors appointed Martha G. Aronson as Merit's new Chief Executive Officer and President. The Board of Directors also voted to expand the number of directors on Merit’s Board of Directors from ten to eleven and to appoint Ms. Aronson as a director. In connection with Ms. Aronson's appointment , the Company granted to Ms. Aronson (x) restricted stock units representing 19,594 shares of Common Stock with a three-year vesting period and (y) Performance Stock Units representing up to 73,478 shares of Common Stock, subject to Merit’s financial and market performance relative to specified targets, which will be released at the end of the performance period. On October 15, 2025, we entered into an Asset Purchase Agreement (the “Pentax Agreement”) with Pentax of America, Inc., a subsidiary of PENTAX® Medical, Inc., to acquire the C2 CryoBalloon™ device and related technology for total cash consideration of $ 22 million (collectively, the “Pentax Acquisition”). The closing of the proposed transaction is expected to occur during the fourth quarter of 2025, subject to the satisfaction or waiver (in accordance with the provisions of the Pentax Agreement) of certain customary closing conditions. The total purchase consideration consists of a $ 19 million cash payment at closing and potential contingent payments of up to $ 3 million payable upon meeting certain milestones. We are currently evaluating the accounting treatment of the Pentax Acquisition, as well as performing the valuation of the assets acquired and the related purchase price allocation. ​ ​ ​