What changed in this filing

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Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-25 · 176 added, 66 removed, 216 unchanged (53% of the section changed)

10 unchanged sentences

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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

Except as set forth below, during the quarter ended December 31, 2025, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

On May 20, 2025, we completed the Biolife Merger.

We are currently integrating the policies, processes, employees, technology and operations of Biolife.

Management does not currently expect a material change to our internal controls over financial reporting as we fully integrate Biolife.

Management will continue to evaluate our internal control over financial reporting as we execute acquisition integration activities.

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

27 unchanged sentences

Other Information.

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

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

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

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 December 31, 2025.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

38 unchanged sentences

Index to Exhibits

Asset Purchase Agreement by and between Merit Medical Systems, Inc.

and AngioDynamics, Inc.

dated as of June 8, 2023.*

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

Incorporated by Reference

Exhibit Description

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

and Endogastric Solutions, Inc.*

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

August 1, 2024

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

and Cook Medical Holdings LLC.*#

October 30, 2024

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

July 30, 2025

Second Amended and Restated Articles of Incorporation.*

August 9, 2018

F ourth Amended and Restated Bylaws.*

Specimen Certificate of the Common Stock.*

October 19, 1989

Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 .

Merit Medical Systems, Inc.

2006 Long Term Incentive Plan.*†

First Amendment to the Merit Medical Systems, Inc.

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

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

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

and Merit Medical Systems, Inc.

for office and manufacturing facility.*

March 31, 1995

A mended and Restated Deferred Compensation Plan, dated January 1, 2004.*†

March 15, 2004

Merit Medical Systems, Inc.

Amended and Restated Deferred Compensation Plan, effective January 1, 2008.*†

Second Amendment to the Merit Medical Systems, Inc.

2006 Long-Term Incentive Plan, made and adopted effective May 31, 2009.*†

December 18, 2008

Second Restatement of the Merit Medical Systems, Inc.

401(k) Profit Sharing Plan, made and adopted effective May 31, 2009.*†

January 7, 2010

First Amendment to the Second Restatement of the Merit Medical Systems, Inc.

401(k) Profit Sharing Plan, effective September 19, 2010.*†

August 11, 2015

Second Amendment to the Second Restatement of the Merit Medical Systems, Inc.

401(k) Profit Sharing Plan, dated November 29, 2010.

August 11, 2015

Third Amendment to the Second Restatement of the Merit Medical Systems, Inc.

401(k) Profit Sharing Plan, effective October 1, 2010.*†

August 11, 2015

Fourth Amendment to the Second Restatement of the Merit Medical Systems, Inc.

401(k) Profit Sharing Plan, dated December 31, 2011.*†

August 11, 2015

Fifth Amendment to the Second Restatement of the Merit Medical Systems, Inc.

401(k) Profit Sharing Plan, dated December 28, 2012.*†

August 11, 2015

Sixth Amendment to the Second Restatement of the Merit Medical Systems, Inc.

401(k) Profit Sharing Plan, dated December 31, 2013.*†

August 11, 2015

Seventh Amendment to the Second Restatement of the Merit Medical Systems, Inc.

401(k) Profit Sharing Plan, dated June 10, 2014.*†

August 11, 2014

Eighth Amendment to the Second Restatement of the Merit Medical Systems, Inc.

401(k) Profit Sharing Plan, dated December 29, 2014.*†

Form of Employment Agreement, dated May 26, 2016 between Merit Medical Systems, Inc.

and each of the following individuals:

Wright, and Brian G.

Third Amendment to the Merit Medical Systems, Inc.

2006 Long-Term Incentive Plan dated February 13, 2015.*†

August 11, 2015

Employment Agreement, dated May 26, 2016 between Merit Medical Systems, Inc.

August 8, 2016

Merit Medical Systems, Inc., Restatement of the 1996 Employee Stock Purchase Plan dated July 1, 2000.*†

March 1, 2017

First Amendment to the Merit Medical Systems, Inc., 1996 Employee Stock Purchase Plan dated April 1, 2001.*†

March 1, 2017

Second Amendment to the Merit Medical Systems, Inc., 1996 Employee Stock Purchase Plan dated January 1, 2006.*†

March 1, 2017

Third Amendment to the Merit Medical Systems, Inc., 1996 Employee Stock Purchase Plan dated April 7, 2006.*†

March 1, 2017

Fourth Amendment to the Merit Medical Systems, Inc., 1996 Employee Stock Purchase Plan dated February 13, 2015.*†

March 1, 2017

Fifth Amendment to the Merit Medical Systems, Inc., 1996 Employee Stock Purchase Plan dated April 15, 2021.*†

Form of First Amendment to Employment Agreement for each of Joseph C.

Wright, and Brian G.

August 6, 2021

First Amendment to Employment Agreement, dated December 11, 2017, between Merit Medical Systems, Inc.

December 15, 2017

First Amendment to Lease Agreement dated May 22, 2017 for office and manufacturing facility.*

March 1, 2018

Merit Medical Systems, Inc.

2 unchanged sentences

2018 Long-Term Incentive Plan effective December 14, 2018.*†

March 1, 2019

Second Amendment to the Merit Medical Systems, Inc.

2018 Long-Term Incentive Plan effective April 15, 2021.*†

Employment Agreement made and entered into by and between Merit Medical Systems, Inc.

August 6, 2021

Employment Agreement made and entered into between Merit Medical Systems, Inc.

and Raul Parra as of the 1st day of August, 2018.*†

August 9, 2018

Merit Medical Systems, Inc.

2 unchanged sentences

401(k) Profit Sharing Plan, dated August 1, 2016.*†

August 9, 2019

Tenth Amendment to the Second Restatement of the Merit Medical Systems, Inc.

401(k) Profit Sharing Plan, dated January 1, 2017.*†

August 9, 2019

Eleventh Amendment to the Second Restatement of the Merit Medical Systems, Inc.

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

August 9, 2019

Twelfth Amendment to the Second Restatement of the Merit Medical Systems, Inc.

401(k) Profit Sharing Plan, dated June 1, 2018.*†

Third Amended and Restated Credit Agreement entered into by and among Merit Medical Systems, Inc., Wells Fargo Bank National Association and the lenders and subsidiary guarantors named therein, dated July 9, 2019.*

August 9, 2019

Thirteenth Amendment to the Second Restatement of the Merit Medical Systems, Inc.

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

March 2, 2020

First Amendment to the Merit Medical Systems, Inc.

2019 Executive Bonus Plan, effective June 22, 2020.*†

Settlement Agreement, dated October 13, 2020, by and among the United States of America, acting through the United States Department of Justice and on behalf of the Office of Inspector General (“OIG-HHS”) of the Department of Health and Human Services (“HHS”), and the Defense Health Agency (“DHA”), acting on behalf of the TRICARE Program (collectively, the “United States”);

June 26, 2020

Settlement Agreement, dated October 13, 2020, among the United States of America, acting through the United States Department of Justice and on behalf of the Office of Inspector General (“OIG-HHS”) of the Department of Health and Human Services (“HHS”), and the Defense Health Agency (“DHA”), acting on behalf of the TRICARE Program (collectively, the “United States”);

Merit Medical Systems, Inc.;

1 unchanged sentence

(“Relator”), through their authorized representatives.*

Corporate Integrity Agreement, dated October 13, 2020, by and between the OIG-HHS and Merit Medical Systems, Inc.*

October 16, 2020

Form of Indemnification Agreement, dated October 24, 2020, between Merit Medical Systems, Inc.

and each of the following individuals:

Scott Anderson, F.

Ann Millner, Ed.

Ward, and Thomas J.

March 1, 2021

Form of Indemnification Agreement, dated October 24, 2020, between Merit Medical Systems, Inc.

and each of the following individuals:

Carpenter, David K.

Floyd, and James T.

Carpenter, and David K.

March 1, 2021

Form of Indemnification Agreement between Merit Medical Systems, Inc.

and each executive officer.*†

March 1, 2021

Indemnification Agreement, dated as of June 17, 2021, between Merit Medical Systems, Inc.

and Stephen C.

October 28, 2022

Form of Indemnification Agreement, dated as of May 19, 2022, between Merit Medical Systems, Inc.

and each of Laura Kaiser and Michael McDonnell.*†

October 28, 2022

Employment Agreement between Merit Medical Systems, Inc.

1 unchanged sentence

Voigt, dated December 11, 2020.*†

March 1, 2021

Employment Agreement between Merit Medical Systems, Inc.

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

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

and Fred Lampropoulos.*†

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

and Raul Parra.*†

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

and each of the following individuals:

Lloyd, Michel J.

Voigt, and Joseph C.

Performance Stock Unit Award Agreement (Three Year Performance Period), dated May 19, 2022, by and between Merit Medical Systems, Inc.

and Neil Peterson.*†

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

February 24, 2023

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

and Merit Medical Systems, Inc.

for office and manufacturing facility.*

February 24, 2023

Deferred Compensation Plan for Non-Employee Directors, effective as of July 22, 2022.*†

Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 28, 2023, by and between Merit Medical Systems, Inc.

August 5, 2022

Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 28, 2023, between Merit Medical Systems, Inc.

and Fred Lampropoulos.*†

Form of Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 28, 2023, by and between Merit Medical Systems, Inc.

April 28, 2023

Form of Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 28, 2023, between Merit Medical Systems, Inc.

and each of the following individuals:

Raul Parra, Neil Peterson, Brian G.

Lloyd, Michel J.

Voigt, and Joseph C.

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

Lloyd, and Michel J.

April 28, 2023

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

and Fred Lampropoulos.*†

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

April 30, 2024

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

and each of the following individuals:

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

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

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

April 30, 2024

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

and Mike Voigt.*†

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

April 30, 2024

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

and Fred Lampropoulos.*†

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

April 30, 2024

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

and each of the following individuals:

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

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

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

April 30, 2024

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

and Mike Voigt.*†

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

April 30, 2024

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

and Silvia M.

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

and Fred Lampropoulos.*†

April 24, 2025

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

and Raul Parra.*†

April 24, 2025

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

and Brian Lloyd.*†

April 24, 2025

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

and Neil Peterson.*†

April 24, 2025

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

and Mike Voigt.*†

April 24, 2025

Restricted Stock Unit Award Agreement, dated February 28, 2025, between Merit Medical Systems, Inc.

and Fred Lampropoulos.*†

April 24, 2025

Restricted Stock Unit Award Agreement, dated February 28, 2025, between Merit Medical Systems, Inc.

and Raul Parra.*†

April 24, 2025

Restricted Stock Unit Award Agreement, dated February 28, 2025, between Merit Medical Systems, Inc.

and Brian Lloyd.*†

April 24, 2025

Restricted Stock Unit Award Agreement, dated February 28, 2025, between Merit Medical Systems, Inc.

and Neil Peterson.*†

April 24, 2025

Restricted Stock Unit Award Agreement, dated February 28, 2025, between Merit Medical Systems, Inc.

and Mike Voigt.*†

April 24, 2025

Form of Restricted Stock Unit Award Agreement, dated May 15, 2025, between Merit Medical Systems, Inc.

and each of the following individuals:

5 unchanged sentences

McDonnell, F.

Ann Millner, Lynne N.

Ward and Silvia M.

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

and Silvia M.

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

and Joseph C.

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

Ann Millner, Silvia M.

Perez and Lynne N.

July 30, 2025

Performance Stock Unit Award Agreement (Three Year Performance Period), dated October 3, 2025, between Merit Medical Systems, Inc.

and Martha G.

October 30, 2025

Restricted Stock Unit Award Agreement, dated October 3, 2025, between Merit Medical Systems, Inc.

and Martha G.

October 30, 2025

Chief Executive Officer Employment Agreement, dated October 3, 2025, between Merit Medical Systems, Inc.

and Martha G.

October 30, 2025

Indemnification Agreement, dated October 3, 2025, between Merit Medical Systems, Inc.

and Martha G.

CEO Transition Agreement, dated October 3, 2025, between Merit Medical Systems, Inc.

Lampropoulos.*†

October 30, 2025

Consulting Agreement, dated January 7, 2026, between Merit Medical Systems, Inc.

Lampropoulos.†#

Employment Agreement, dated September 1, 2025, between Merit Medical Systems, Inc.

and Christian Adam Smith.*†

October 30, 2025

Indemnification Agreement, dated September 1, 2025, between Merit Medical Systems, Inc.

and Christian Adam Smith.*†

October 30, 2025

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

and Christian Adam Smith.†

Restricted Stock Unit Award Agreement, dated February 28, 2025, between Merit Medical Systems, Inc.

and Christian Adam Smith.†

Restricted Stock Unit Award Agreement, dated May 22, 2025, between Merit Medical Systems, Inc.

and Christian Adam Smith.†

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

as Borrower and the Lenders referred to therein, as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent, and Wells Fargo Securities, LLC, BOFA Securities, Inc., HSBC Bank USA, National Association, U.S.

Bank National Association and Truist Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and Bank of America, N.A., HSBC Bank USA, National Association, U.S Bank National Association and Truist Bank as Co-Syndication Agents and TD Bank, N.A., as Documentation Agent.*

Amended and Restated Employment Agreement, dated June 8, 2023, by and between Merit Medical Systems, Inc.

July 28, 2023

Amended and Restated Employment Agreement, dated June 8, 2023, between Merit Medical Systems, Inc.

Lampropoulos.*

1 unchanged sentence

Bank Trust Company, National Association, as trustee.*

Form of 3.00% Convertible Senior Note due 2029 (included in Exhibit 10.68).*

December 8, 2023

Form of 3.00% Convertible Senior Note due 2029.*

December 8, 2023

Form of Capped Call Confirmation.

First Amendment to the Fourth Amended and Restated Credit Agreement dated December 5, 2023, by and among certain subsidiaries of Merit Medical Systems, Inc., Wells Fargo Bank, National Association, as administrative agent for Lenders, Bank of America, N.A., HSBC Bank USA, National Association, U.S.

December 8, 2023

First Amendment to the Fourth Amended and Restated Credit Agreement dated December 5, 2023, among certain subsidiaries of Merit Medical Systems, Inc., Wells Fargo Bank, National Association, as administrative agent for Lenders, Bank of America, N.A., HSBC Bank USA, National Association, U.S.

Bank National Association, Truist Bank, TD Bank, N.A., Huntington National Bank, and Regions Bank.

February 28, 2024

Rule 10b5-1 Trading Plan, dated August 7, 2023, between F.

Ann Millner and E*TRADE Securities LLC.*

February 28, 2024

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

Peterson and Morgan Stanley Smith Barney LLC.*

April 30, 2024

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

April 30, 2024

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

Peterson and Morgan Stanley Smith Barney LLC.*

Corporate Policy on Insider Trading

February 25, 2025

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

Floyd and Charles Schwab & Co., Inc.*

April 24, 2025

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

McDonnell and Morgan Stanley Smith Barney LLC.*

April 24, 2025

Corporate Policy on Insider Trading (revised May 15, 2025)*

July 30, 2025

Subsidiaries of Merit Medical Systems, Inc.

5 unchanged sentences

Policy Relating to the Recovery of Erroneously Awarded Compensation.

February 28, 2024

The following materials from the Merit Medical Systems, Inc.

9 unchanged sentences

MERIT MEDICAL SYSTEMS, INC.

Lampropoulos, President and

/s/ MARTHA G.

Aronson, President and

Chief Executive Officer

2 unchanged sentences

Capacity in Which Signed

/s/ MARTHA G.

President, Chief Executive Officer and Director

(Principal executive officer)

/s/ RAUL PARRA

Chief Financial Officer and Treasurer

(Principal financial and accounting officer)

/s/ STEPHEN C.

/s/ THOMAS J.

/s/ MICHAEL R.

/s/ SILVIA M.

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

What changed 10-K

Item 9A. Controls and Procedures