Item 5. Other Information
ITEM 5. OTHER INFORMATION
(a) (i) Effective May 1, 2025, the Company entered into Amended and Restated Employment Agreements (the “Employment Agreements”) with each of Raul Parra, our Chief Financial Officer, Brian G. Lloyd, our Chief Legal Officer, Neil W. Peterson, our Chief Operating Officer, and Michel J. Voigt, our Chief Human Resources Officer, copies of which are filed herewith as Exhibits 10.2 through 10.5. Material terms of the Employment Agreements are summarized in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 31, 2026 (the “Proxy Statement”), including without limitation in the sections entitled “Employment Agreements” beginning on page 54 and “Potential Payments Upon Termination or Change In Control” beginning on page 66, which are incorporated herein by this reference.
(ii) Effective February 26, 2026, the Company entered into Performance Stock Unit Award Agreements (the “PSU Agreements”), and Restricted Stock Unit Award Agreements (the “RSU Agreements”), with each of Martha G. Aronson, our Chief Executive Officer, Raul Parra, our Chief Financial Officer, Brian G. Lloyd, our Chief Legal Officer, Neil W. Peterson, our Chief Operating Officer, and Michel J. Voigt, our Chief Human Resources Officer, each of which is on terms and conditions consistent with the Company’s previously filed 2018 Equity Incentive Plan, as amended to date, and previously filed standard forms of agreement for grants of performance stock units and restricted stock units. Nevertheless, copies of the PSU Agreements and RSU Agreements are filed herewith as Exhibits 10.6 through 10.15.
(iii) Effective February 26, 2026, the Company entered into Restricted Stock Unit Award Agreements (the “Retention RSU Agreements”) with each of Raul Parra, our Chief Financial Officer, Brian G. Lloyd, our Chief Legal Officer, and Michel J. Voigt, our Chief Human Resources Officer, each of which is on terms and conditions consistent with the
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Company’s previously filed 2018 Equity Incentive Plan, as amended to date, and previously filed standard forms of agreement for grants of restricted stock units. Nevertheless, copies of the Retention RSU Agreements are filed herewith as Exhibits 10.16 and 10.17.
(b) 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 March 31, 2026.
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ITEM 6. EXHIBITS
Incorporated by Reference
Exhibit No.
Description
Form
Exhibit
Filing Date
3.1
Second Amended and Restated Articles of Incorporation.*
10-Q
3.1
August 9, 2018
3.2
Fourth Amended and Restated Bylaws.*
8-K
3.1
May 21, 2024
10.1
Consulting Agreement, dated January 7, 2026, between Merit Medical Systems, Inc. and Fred P. Lampropoulos.†*
10-K
10.68
February 24, 2026
10.2
Amended and Restated Employment Agreement, dated May 1, 2025, between Merit Medical Systems, Inc. and Raul Parra.†
—
—
—
10.3
Amended and Restated Employment Agreement, dated May 1, 2025, between Merit Medical Systems, Inc. and Brian G. Lloyd.†
—
—
—
10.4
Amended and Restated Employment Agreement, dated May 1, 2025, between Merit Medical Systems, Inc. and Neil W. Peterson.†
—
—
—
10.5
Amended and Restated Employment Agreement, dated May 1, 2025, between Merit Medical Systems, Inc. and Michel J. Voigt.†
—
—
—
10.6
Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 26, 2026, between Merit Medical Systems, Inc. and Martha Aronson.†
—
—
—
10.7
Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 26, 2026, between Merit Medical Systems, Inc. and Raul Parra.†
—
—
—
10.8
Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 26, 2026, between Merit Medical Systems, Inc. and Brian Lloyd.†
—
—
—
10.9
Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 26, 2026, between Merit Medical Systems, Inc. and Neil Peterson.†
—
—
—
10.10
Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 26, 2026, between Merit Medical Systems, Inc. and Mike Voigt.†
—
—
—
10.11
Restricted Stock Unit Award Agreement, dated February 26, 2026, between Merit Medical Systems, Inc. and Martha Aronson.†
—
—
—
10.12
Restricted Stock Unit Award Agreement, dated February 26, 2026, between Merit Medical Systems, Inc. and Raul Parra.†
—
—
—
10.13
Restricted Stock Unit Award Agreement, dated February 26, 2026, between Merit Medical Systems, Inc. and Brian Lloyd.†
—
—
—
10.14
Restricted Stock Unit Award Agreement, dated February 26, 2026, between Merit Medical Systems, Inc. and Neil Peterson.†
—
—
—
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10.15
Restricted Stock Unit Award Agreement, dated February 26, 2026, between Merit Medical Systems, Inc. and Mike Voigt.†
—
—
—
10.16
Restricted Stock Unit Award Agreement, dated February 26, 2026, between Merit Medical Systems, Inc. and Raul Parra.†
—
—
—
10.17
Form of Restricted Stock Unit Award Agreement, dated February 26, 2026, between Merit Medical Systems, Inc. and each of the following individuals: Brian Lloyd and Mike Voigt.†
—
—
—
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
—
—
—
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
—
—
—
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
—
—
—
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
—
—
—
99.1
Agreement and Plan of Merger, dated April 1, 2026, among Merit Medical Systems, Inc., VPM Merger Sub Inc., View Point Medical, Inc. and Fortis Advisors LLC.
—
—
—
101
The following financial information from the quarterly report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) related Condensed Notes to the Unaudited Consolidated Financial Statements, tagged in detail.
—
—
—
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
—
—
—
* These exhibits are incorporated herein by reference.
† Indicates management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MERIT MEDICAL SYSTEMS, INC.
Date: April 30, 2026
By:
/s/ MARTHA G. ARONSON
Martha G. Aronson
Chief Executive Officer and President
Date: April 30, 2026
By:
/s/ RAUL PARRA
Raul Parra
Chief Financial Officer and Treasurer
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