What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-04-30 compared with 2025-10-30 · 155 added, 406 removed, 498 unchanged (53% of the section changed)

4 unchanged sentences

(In thousands)

September 30,

Current assets:

27 unchanged sentences

(In thousands)

September 30,

LIABILITIES AND STOCKHOLDERS’ EQUITY

16 unchanged sentences

Preferred stock — 5,000 shares authorized;

no shares issued as of September 30, 2025 and December 31, 2024

no shares issued as of March 31, 2026 and December 31, 2025

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

issued and outstanding as of March 31, 2026 - 59,655 and December 31, 2025 - 59,424

Retained earnings

8 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Cost of sales

2 unchanged sentences

Research and development

Contingent consideration expense

Contingent consideration (benefit) expense

Total operating expenses

3 unchanged sentences

Interest expense

Other (expense) income — net

Total other expense — net

Other income (expense) — net

Total other income (expense) — net

Income before income taxes

8 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Other comprehensive income (loss):

Other comprehensive (loss) income:

Cash flow hedges

Income tax (expense) benefit

Income tax benefit

Foreign currency translation adjustment

Income tax benefit (expense)

Total other comprehensive income (loss)

Total other comprehensive (loss) income

Total comprehensive income

6 unchanged sentences

Balance — January 1, 2026

Other comprehensive income

Other comprehensive loss

Stock-based compensation expense

3 unchanged sentences

Shares surrendered in exchange for payment of payroll tax liabilities

Shares surrendered in exchange for exercise of stock options

Balance — March 31, 2026

Other comprehensive income

Stock-based compensation expense

Options exercised

Issuance of common stock under Employee Stock Purchase Plan

Shares issued from time-vested restricted stock units

Balance — June 30, 2025

Other comprehensive income

Stock-based compensation expense

Options exercised

Issuance of common stock under Employee Stock Purchase Plan

Shares surrendered in exchange for payment of payroll tax liabilities

Shares surrendered in exchange for exercise of stock options

Balance — September 30, 2025

See condensed notes to consolidated financial statements.

MERIT MEDICAL SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands - unaudited)

Accumulated Other

1 unchanged sentence

Balance — January 1, 2025

Other comprehensive loss

Other comprehensive income

Stock-based compensation expense

3 unchanged sentences

Shares surrendered in exchange for payment of payroll tax liabilities

Shares surrendered in exchange for exercise of stock options

Balance — March 31, 2025

Other comprehensive loss

Stock-based compensation expense

Options exercised

Issuance of common stock under Employee Stock Purchase Plan

Shares issued from time-vested restricted stock units

Balance — June 30, 2024

Other comprehensive income

Stock-based compensation expense

Options exercised

Issuance of common stock under Employee Stock Purchase Plan

Balance — September 30, 2024

See condensed notes to consolidated financial statements.

3 unchanged sentences

(In thousands - unaudited)

Nine Months Ended

September 30,

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

2 unchanged sentences

Gain on disposition of business

Share of equity investee loss

Loss on sale or abandonment of property and equipment

3 unchanged sentences

Amortization of deferred credits

Amortization and write-off of long-term debt issuance costs

Amortization of long-term debt issuance costs

Stock-based compensation expense

Changes in operating assets and liabilities, net of acquisitions:

Changes in operating assets and liabilities, net of acquisitions and divestitures:

Trade receivables

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Intangible assets

Proceeds from the sale of property and equipment

Proceeds from disposition of business

Proceeds from asset and business dispositions

Cash paid for notes receivable and other investments

Cash paid in acquisitions, net of cash acquired

Net cash, cash equivalents, and restricted cash used in investing activities

Net cash, cash equivalents, and restricted cash provided by (used in) investing activities

See condensed notes to consolidated financial statements.

3 unchanged sentences

(In thousands - unaudited)

Nine Months Ended

September 30,

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of common stock

Payments on long-term debt

Contingent payments related to acquisitions

Payment of taxes related to an exchange of common stock

Net cash, cash equivalents, and restricted cash provided by (used in) financing activities

Net cash, cash equivalents, and restricted cash (used in) provided by financing activities

Effect of exchange rates on cash, cash equivalents, and restricted cash

Net increase (decrease) in cash, cash equivalents and restricted cash

Net increase in cash, cash equivalents and restricted cash

CASH, CASH EQUIVALENTS AND RESTRICTED CASH:

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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.

("Merit," "we" or "us") for the three-month periods ended March 31, 2026 and 2025 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.

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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, 2025 (the “2025 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.

On October 3, 2025, Martha G.

Aronson became Merit’s new Chief Executive Officer and chief operating decision maker (“CODM”).

Beginning in the first quarter of 2026, the CODM began managing Merit’s operations and allocating resources on a consolidated basis and evaluating performance using net income.

Based on the information regularly provided to and reviewed by the CODM, Merit has determined that it operates as a single segment.

All information previously reported by segment has been recast to conform to this single segment conclusion.

Refer to Note 13, Segment Reporting for further details.

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.

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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.

Revenue from Contracts with Customers.

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Disaggregation of Revenue

Our revenue is disaggregated based on reporting segment, product category and geographic region.

Our revenue is disaggregated based on product category and geographic region.

In addition to the change in segments, beginning in the first quarter of 2026, we adjusted our product categories to better reflect the clinical uses of our products.

As a result of these changes, our revenue categories have been recast for the historical periods presented.

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):

For financial reporting purposes, we report our operations as a single operating segment with two product categories:

foundational and therapeutic.

Foundational products are used primarily for access and enabling functions in vascular and other procedures, and include product platforms such as access devices, procedural solutions, original equipment manufacturer (“OEM”) products, and vascular intervention.

Therapeutic products are devices and systems used to treat a broad array of diseases, and include product platforms such as cardiac therapies, oncology, renal therapies, vascular intervention, OEM products and endoscopy.

The following table presents revenue from contracts with customers by product category for the three-month periods ended March 31, 2026 and 2025 (in thousands):

Three Months Ended

The following table presents revenue from contracts with customers by geographic region for the the three-month periods ended March 31, 2026 and 2025 (in thousands):

Three Months Ended

September 30, 2025

September 30, 2024*

United States

International

United States

International

Cardiovascular

Peripheral Intervention

Cardiac Intervention

Custom Procedural Solutions

Endoscopy Devices

Nine Months Ended

September 30, 2025

September 30, 2024*

United States

International

United States

International

Cardiovascular

Peripheral Intervention

Cardiac Intervention

Custom Procedural Solutions

Endoscopy Devices

*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.

Acquisitions and Investments.

Acquisitions and Divestitures.

On November 3, 2025, we entered into an asset purchase agreement with Pentax of America, Inc., a subsidiary of PENTAX® Medical, Inc.

(“Pentax”), pursuant to which we acquired the C2 CryoBalloon® device and related technology (the “C2 Acquisition”).

The total purchase price consisted of a $ 19 million cash payment at closing and potential contingent payments of up to $ 3 million payable in 2026 upon meeting certain milestones relating to the operational transition of the acquired assets.

We accounted for this transaction under the acquisition method of accounting as a business combination.

Acquisition-related costs associated with the C2 Acquisition, which are included in selling, general and administrative expenses in the accompanying consolidated statements of income, were approximately $ 0.4 million during the year ended December 31, 2025.

The purchase price was allocated as follows (in thousands):

Assets Acquired

Property and equipment

Intangible assets

Developed technology

Customer list

Total net assets acquired

We are amortizing the C2 developed technology intangible assets over 12 years , the trade name 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 Pentax to be 12 years .

The goodwill consists largely of the synergies expected from combining operations and is expected to be deductible for tax purposes.

The pro forma effects to our consolidated results of operations of the C2 Acquisition are not material in relation to reported sales.

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.

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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):

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The pro forma effects to our consolidated results of operations of the Biolife Merger are not material in relation to reported sales .

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

Customer list

Total assets acquired

Liabilities Assumed

Accrued expenses

Total liabilities assumed

Total net assets acquired

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 .

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

Prepaid expenses and other current assets

On January 31, 2026, Merit and Health Line International Corporation (“Health Line”) entered into an Asset Purchase Agreement (the “Health Line Purchase Agreement”), pursuant to which Merit agreed to sell certain assets relating to the DualCap® product line to Health Line for a purchase price of $ 28 million (the “Purchase Price” and such transaction, the “Health Line Transaction”), resulting in a pre-tax book gain of $ 12.5 million.

Merit and Health Line closed the Health Line Transaction on February 17, 2026.

Pursuant to the terms of the Health Line Purchase Agreement, at the closing, Health Line (i) paid Merit $ 25.5 million of the Purchase Price and (ii) held back the remaining $ 2.5 million of the Purchase Price for a period of 18 months following closing as security (with a right of offset) for breaches of Merit’s representations and warranties and certain other obligations under the Health Line Purchase Agreement.

In order to facilitate the transition of the DualCap® business from Merit to Health Line, at the closing of the Health Line Transaction, Merit and Health Line entered into, among other agreements, a contract manufacturing agreement and a transition and distribution services agreement, pursuant to which Merit is obligated to perform certain manufacturing, transition and distribution services to Health Line for a period of up to 24 months after the closing.

The following table summarizes the major classes of assets sold on the date of the sale:

Property and equipment

1 unchanged sentence

Developed technology

Customer list

Total assets acquired

Liabilities Assumed

Trade payables

Accrued expenses

Total liabilities assumed

Total net assets acquired

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 .

Inventories at September 30, 2025 and December 31, 2024 consisted of the following (in thousands):

September 30, 2025

Inventories at March 31, 2026 and December 31, 2025 consisted of the following (in thousands):

March 31, 2026

December 31, 2025

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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):

Cardiovascular

The change in the carrying amount of goodwill for the three-month period ended March 31, 2026 is detailed as follows (in thousands):

Three Months Ended March 31, 2026

Goodwill balance at January 1

Effect of foreign exchange

Additions and adjustments as the result of acquisitions

Goodwill balance at September 30

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

Disposals as the result of divestitures

Goodwill balance at March 31

Total accumulated goodwill impairment losses aggregated to $ 8.3 million as of March 31, 2026 and December 31, 2025, respectively.

We did no t have any goodwill impairments for the three-month periods ended March 31, 2026 or 2025.

Other intangible assets at March 31, 2026 and December 31, 2025 consisted of the following (in thousands):

March 31, 2026

Gross Carrying

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Customer lists

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.

Aggregate amortization expense for developed technology and other intangible assets for the three-month period ended March 31, 2026 was $ 20.7 million.

Aggregate amortization expense for the three-month period ended March 31, 2025 was $ 20.0 million.

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.

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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.

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):

We did no t identify indicators of impairment for our intangible assets based on our consideration of triggering events for the three-month periods ended March 31, 2026 and 2025, respectively.

Estimated amortization expense for developed technology and other intangible assets for the next five years consisted of the following as of March 31, 2026 (in thousands):

Year ending December 31,

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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.

The Company has included the estimated impacts of the bill in the consolidated financial statements for the three-month period ended March 31, 2026.

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 provision for income taxes for the three-month periods ended March 31, 2026 and 2025 was a tax expense of $ 12.6 million and $ 7.8 million, respectively, which resulted in an effective tax rate of 23.4 % and 20.6 %, respectively.

The increase in the effective income tax rate for the three-month period ended March 31, 2026, when compared to the prior-year period, was primarily due to decreased benefit from discrete items such as share-based compensation and the tax impacts of recent acquisition and divestiture activity.

The increase in income tax expense for the three-month period ended March 31, 2026, when compared to the prior-year period, was primarily due to increased pre-tax book income and rate impact items previously listed.

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.

statutory rate primarily due to the impact of net controlled foreign corporation tested income (“NCTI”) and Subpart F 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 2 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 2 global minimum tax, and on January 5, 2026, the OECD issued Side-by-Side guidance extending these safe harbor rules and exempting certain US multinational enterprises from several top-up taxes under Pillar Two.

The safe harbor transition period will apply to fiscal years beginning on or before December 31, 2027.

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.

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

Based on year-to-date financial results and safe harbor rules, we currently do not anticipate the Pillar 2 laws to have a material impact on our effective tax rate.

Principal balances outstanding under our long-term debt obligations as of March 31, 2026 and December 31, 2025 consisted of the following (in thousands):

March 31, 2026

December 31, 2025

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Long-term portion

Future minimum principal payments on our long-term debt, as of September 30, 2025, were as follows (in thousands):

Future minimum principal payments on our long-term debt, as of March 31, 2026, were as follows (in thousands):

Future Minimum

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(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.

We were in compliance with these financial covenants set forth in the Amended Fourth A&R Credit Agreement as of March 31, 2026.

As of March 31, 2026, we had no outstanding borrowings and issued letter of credit guarantees of $ 2.9 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

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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.

As of March 31, 2026, 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.

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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.

The derivative instruments we use are 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.

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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.

Foreign Currency Risk.

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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.

As of March 31, 2026 and December 31, 2025, we had entered into foreign currency forward contracts, which qualified as cash flow hedges, with aggregate notional amounts of $ 130.9 million and $ 138.6 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.

As of March 31, 2026 and December 31, 2025, we had entered into foreign currency forward contracts related to those balance sheet accounts with aggregate notional amounts of $ 128.5 million and $ 107.6 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.

As of March 31, 2026 and December 31, 2025, 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.

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Balance Sheet Location

September 30, 2025

March 31, 2026

December 31, 2025

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Balance Sheet Location

September 30, 2025

March 31, 2026

December 31, 2025

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Reclassified from AOCI

Three Months Ended September 30,

Derivative instrument

Location in statements of income

Interest rate swap

Interest expense

Foreign currency forward contracts

Cost of sales

Amount of Gain/(Loss)

Consolidated Statements

Amount of Gain/(Loss)

Recognized in OCI

Reclassified from AOCI

Nine Months Ended September 30,

Three Months Ended March 31,

Derivative instrument

Location in statements of income

Interest rate swap

Interest expense

Foreign currency forward contracts

Cost of sales

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.

As of March 31, 2026, a gain of $ 1.6 million, or $ 1.2 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,

Three Months Ended March 31,

Derivative Instrument

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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 proceedings, actions and claims may involve product liability, intellectual property, contract disputes, employment, governmental inquiries or other matters.

These matters generally involve inherent uncertainties and often require prolonged periods of time to resolve.

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Legal costs for these matters, such as outside counsel fees and expenses, are charged to expense in the period incurred.

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.

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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):

The computation of weighted average shares outstanding and the basic and diluted earnings per common share for the three-month periods ended March 31, 2026 and 2025 consisted of the following (in thousands, except per share amounts):

Three Months Ended

Nine Months Ended

September 30,

Average common shares outstanding

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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.

The average closing price of the Common Stock for the three-month periods ended March 31, 2026 and 2025, respectively, was used as the basis for determining the dilutive effect on EPS.

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) :

Stock-based compensation expense before income tax expense for the three-month periods ended March 31, 2026 and 2025 consisted of the following (in thousands) :

Three Months Ended

Nine Months Ended

September 30,

Cost of sales

Nonqualified stock options

Restricted stock units

Total cost of sales

Research and development

Nonqualified stock options

Restricted stock units

Total research and development

Selling, general and administrative

Nonqualified stock options

Performance-based restricted stock units

Restricted stock units

Cash-settled performance-based awards

Cash-settled restricted stock units

Total selling, general and administrative

Stock-based compensation expense before taxes

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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.

During the three months ended March 31, 2026 and 2025, we did no t grant any stock options.

As of March 31, 2026, the total remaining unrecognized compensation cost related to non-vested stock options was $ 3.4 million, which was expected to be recognized over a weighted average period of 1.1 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.

During the three-month periods ended March 31, 2026 and 2025, we granted Performance Stock Units which represented awards of up to 490,985 and 290,120 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.

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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,

Three Months Ended

Risk-free interest rate

3.5 % - 3.8 %

Performance period

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Expected price volatility

28.5 % - 28.7 %

The risk-free interest rate of return was determined using the U.S.

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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.

As of March 31, 2026, the total remaining unrecognized compensation cost related to stock-settled Performance Stock Units was $ 46.4 million, which is expected to be recognized over a weighted average period of 2.0 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.

During the three-month period ended March 31, 2025, we granted Performance Stock Units to Fred P.

Lampropoulos, our former Chief Executive Officer that provided for settlement in cash upon achievement of specific metrics (“CEO Liability Awards”), with total target cash incentives in the amount of approximately $ 1.7 million.

The CEO Liability Awards entitled Mr.

Lampropoulos 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 three-month period ended March 31, 2026, we paid $ 2.7 million in connection with the settlement of vested CEO Liability Awards granted during 2023.

All other unvested CEO Liability Awards were forfeit as of December 31, 2025.

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.

During the three-month periods ended March 31, 2026 and 2025, we granted restricted stock units to certain employees and non-employee directors representing 359,612 and 109,515 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.

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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.

As of March 31, 2026, the total remaining unrecognized compensation cost related to restricted stock units was $ 48.5 million, which was expected to be recognized over a weighted average period of 2.6 years.

In addition to the awards described above, we issue restricted stock units and performance stock units, each settled in cash, in certain countries that do not result in the issuance of common stock and are considered immaterial.

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.

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

Beginning in the first quarter of 2026, we report our operations as a single operating segment that consists of two product categories:

foundational and therapeutic.

See Note 3, Revenues from Contracts with Customers for a detailed breakout of our sales by product category and geography.

Our CODM is our Chief Executive Officer, who uses consolidated net income to measure segment profit or loss, assess performance and allocate resources, primarily through periodic budgeting and performance reviews.

The CODM does not use asset information to assess performance or allocate resources.

All information previously reported by segment has been recast to conform to this single segment conclusion.

The following represents total segment revenue and significant segment expenses for the periods indicated (in thousands):

Three Months Ended

September 30, 2025

September 30, 2024

Cardiovascular

Cost of sales standard (1)

Cost of sales other (2)

Selling, general and administrative expenses

Research and development expenses

Other operating expenses (3)

Income from operations

Total other expense — net

Income before income taxes

Nine Months Ended

September 30, 2025

September 30, 2024

Cardiovascular

Cost of sales standard (1)

Cost of sales other (2)

Selling, general and administrative expenses

Selling and marketing expenses

General and administrative expenses

Research and development expenses

Other operating expenses (3)

Income from operations

Total other expense — net

Income before income taxes

Other (income) expense — net

Income tax expense

(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.

(2) Cost of sales other 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.

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,

Cardiovascular

Depreciation and amortization for the three-month periods ended March 31, 2026 and 2025 was $ 30.5 million and $ 29.3 million, respectively.

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):

Our financial assets and (liabilities) carried at fair value and measured on a recurring basis as of March 31, 2026 and December 31, 2025 consisted of the following (in thousands):

Fair Value Measurements Using

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unobservable inputs

September 30, 2025

March 31, 2026

Money market funds (1)

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Money market funds (1)

Marketable securities (5)

United States treasury debt securities (2)

Foreign currency contract assets, current and long-term (3)

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(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.

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,

Beginning balance

Contingent consideration expense

Contingent payments made

Ending balance

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.

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,

Contingent consideration liability

Unobservable inputs

Revenue-based royalty payments contingent liability

Discounted cash flow

Discount rate

Projected year of payments

Revenue milestones contingent liability

Monte Carlo simulation

Discount rate

Projected year of payments

Fair value at

Contingent consideration liability

Unobservable inputs

Revenue-based royalty payments contingent liability

Discounted cash flow

Discount rate

14.0 % - 16.0 %

Projected year of payments

Revenue milestones contingent liability

Monte Carlo simulation

Discount rate

Projected year of payments

Regulatory approval contingent liability

Scenario-based method

Discount rate

Probability of milestone payment

Projected year of payment

(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.

(5) The fair value of contingent consideration liabilities is determined using Level 3 fair value inputs and is recorded within accrued expenses and other long-term obligations.

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 our long-term debt under our Convertible Notes was $ 801.7 million as of March 31, 2026 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.

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All our nonrecurring valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy.

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.

Our equity investments in privately-held companies were $ 28.2 million and $ 28.7 million at March 31, 2026 and December 31, 2025, 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.

and impairment, if any, as a component of other income 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.

For the three-month periods ended March 31, 2026 and 2025, 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.

Our outstanding notes receivable, including accrued interest and an allowance for current expected credit losses, were $ 22.0 million and $ 21.6 million as of March 31, 2026 and December 31, 2025, respectively.

As of March 31, 2026 and December 31, 2025, we had an allowance for current expected credit losses of $ 2.5 million and $ 2.6 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):

The table below presents a roll-forward of the allowance for current expected credit losses on our notes receivable for the three-month periods ended March 31, 2026 and 2025 (in thousands):

Three Months Ended

Nine Months Ended

September 30,

Beginning balance

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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

Balance as of July 1, 2025

Other comprehensive income (loss)

Reclassifications to:

Cost of sales

Net other comprehensive income (loss)

Balance as of September 30, 2025

Cash Flow Hedges

Foreign Currency Translation

Balance as of July 1, 2024

Other comprehensive (loss) income

Reclassifications to:

Cost of sales

Interest expense

Net other comprehensive (loss) income

Balance as of September 30, 2024

The changes in each component of accumulated other comprehensive income (loss) for the three-month periods ended March 31, 2026 and 2025 were as follows:

Cash Flow Hedges

1 unchanged sentence

Balance as of January 1, 2026

Other comprehensive (loss) income

Other comprehensive loss

Reclassifications to:

Cost of sales

Net other comprehensive (loss) income

Balance as of September 30, 2025

Net other comprehensive loss

Balance as of March 31, 2026

Cash Flow Hedges

4 unchanged sentences

Cost of sales

Interest expense

Net other comprehensive (loss) income

Balance as of September 30, 2024

Balance as of March 31, 2025

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.

On April 1, 2026, we acquired View Point Medical, Inc.

(“View Point”) in a merger transaction through which View Point became a wholly-owned subsidiary of Merit (the “View Point Acquisition”).

As a result of the View Point Acquisition, Merit acquired View Point’s OneMark® Detection Imaging System, OneMark Tissue Markers and related assets.

The aggregate View Point Acquisition consideration, including the assumption of View Point liabilities, was approximately $ 140 million.

Of that amount, $ 90 million was paid in cash at closing and a total of two deferred payments of $ 25 million each are scheduled to be paid not later than the first and second anniversaries of the closing date, respectively.

We are currently evaluating the accounting treatment of the View Point Acquisition, as well as performing the valuation of the assets acquired and the related purchase price allocation.

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-Q

Item 1. Financial Statements