What changed in this filing

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Item 1. Financial Statements

2026-07-30 compared with 2026-04-30 · 188 added, 87 removed, 566 unchanged (33% of the section changed)

51 unchanged sentences

Preferred stock — 5,000 shares authorized;

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

no shares issued as of June 30, 2026 and December 31, 2025

Common stock, no par value — 100,000 shares authorized;

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

issued and outstanding as of June 30, 2026 - 59,710 and December 31, 2025 - 59,424

Retained earnings

8 unchanged sentences

Three Months Ended

Six Months Ended

Cost of sales

2 unchanged sentences

Research and development

Contingent consideration (benefit) expense

Contingent consideration expense (benefit)

Total operating expenses

3 unchanged sentences

Interest expense

Other income (expense) — net

Total other income (expense) — net

Other (expense) income — net

Total other (expense) income — net

Income before income taxes

8 unchanged sentences

Three Months Ended

Six Months Ended

Other comprehensive (loss) income:

Cash flow hedges

Income tax benefit

Income tax (expense) benefit

Foreign currency translation adjustment

Income tax benefit (expense)

Income tax (expense) benefit

Total other comprehensive (loss) income

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Balance — March 31, 2026

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

Shares surrendered in exchange for payment of payroll tax liabilities

Balance — June 30, 2026

See condensed notes to consolidated financial statements.

MERIT MEDICAL SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands - unaudited)

Accumulated Other

9 unchanged sentences

Balance — March 31, 2025

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

See condensed notes to consolidated financial statements.

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(In thousands - unaudited)

Three Months Ended

Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

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Cash paid in acquisitions, net of cash acquired

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

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

See condensed notes to consolidated financial statements.

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(In thousands - unaudited)

Six Months Ended

CASH FLOWS FROM FINANCING ACTIVITIES:

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

Net increase in cash, cash equivalents and restricted cash

Net increase (decrease) 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-month periods ended March 31, 2026 and 2025 are not audited.

("Merit," "we" or "us") for the three and six-month periods ended June 30, 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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Refer to Note 13, Segment Reporting for further details.

Restructuring.

Restructuring charges consist primarily of termination benefits for employees affected by initiatives aimed at streamlining our operations, improving efficiencies and more affectively aligning teams to our strategic goals.

We account for involuntary employee termination benefits that represent a one-time benefit in accordance with ASC 420, Exit or Disposal Cost Obligations .

Severance costs accounted for under ASC 420 are recognized when management with the proper level of authority commits to a restructuring plan and communicates these actions to employees and other applicable criteria.

We record such costs into expense over the employee’s future service period, if any.

Other exit costs are accounted for under ASC 420 and are either deferred or expensed as incurred based on the nature of the expense.

We recorded restructuring charges of $ 2.2 million and $ 2.6 million for the six-month periods ended June 30, 2026 and 2025, respectively.

These expenses are reflected within selling, general and administrative expenses within our consolidated statements of income.

The restructuring reserve balance as of June 30, 2026 and December 31, 2025 was $ 1.5 million and $ 0.2 million, respectively.

Recently Issued Accounting Standards.

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Disaggregation of Revenue

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.

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

In addition to the change in segments, beginning in the first quarter of 2026, we adjusted our product categories and platforms 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.

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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):

The following table presents revenue from contracts with customers by product category and platform for the three and six-month periods ended June 30, 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):

Six Months Ended

Procedural Solutions

Vascular Intervention

Total Foundational

Cardiac Therapies

Renal Therapies

Vascular Intervention

Total Therapeutic

The following table presents revenue from contracts with customers by geographic region for the the three and six-month periods ended June 30, 2026 and 2025 (in thousands):

Three Months Ended

Six Months Ended

International

Acquisitions and Divestitures.

On April 1, 2026, Merit entered into an Agreement and Plan of Merger (the “View Point Agreement”) by and among Merit, View Point Medical, Inc., a Delaware corporation (“View Point”), VPM Merger Sub Inc, a Delaware corporation, and Fortis Advisors LLC, a Delaware limited liability company.

Pursuant to the terms of the View Point Agreement, on April 1, 2026, VPM Merger Sub, Inc merged with and into View Point, with View Point continuing as the surviving corporation and a wholly-owned subsidiary of Merit (the “View Point Merger”).

The purchase consideration consisted of an upfront payment of $ 90 million plus working capital and other adjustments of $ 2.8 million in cash, plus two deferred payments of $ 25 million each, due on the first and second anniversaries of the View Point Merger, respectively.

Such deferred payments may be subject to acceleration based on the achievement of specified sales targets prior to the first and second anniversaries and were determined to have a total fair value of $ 47.2 million on the acquisition date, which is recorded within accrued expenses and other long-term obligations.

View Point manufactures the OneMark® Detection Imaging System and OneMark Tissue Markers.

We accounted for the View Point Merger as a business combination.

There were no sales of the acquired products for the three and six-month periods ended June 30, 2026.

It is not practical to separately report earnings related to the products acquired in connection with the View Point Merger, as we cannot split our administrative costs related solely to the View Point products, principally as a result of the integration of the acquired commercial and administrative infratstructure.

Acquisition-related costs associated with the View Point Merger, which are included in selling, general and administrative expenses in the accompanying consolidated statements of income, were approximately $ 5.6 million during the six-month period ended June 30, 2026.

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

Assets Acquired

Cash and cash equivalents

Other receivables

Prepaid expenses and other current assets

Property and equipment

Intangible assets

Developed technology

Total assets acquired

Liabilities Assumed

Trade payables

Accrued expenses

Deferred income tax liabilities

Total liabilities assumed

Total assets acquired, net of liabilities assumed

Cash acquired

Purchase price, net of cash acquired

We are amortizing the View Point developed technology and tradename intangible assets over 12 years , with the estimated weighted average life of all intangible assets acquired in connection with the View Point Merger to be 12 years .

The goodwill consists largely of the synergies expected from combining operations and View Point’s developed workforce and is not expected to be deductible for tax purposes.

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

On November 3, 2025, we entered into an Asset Purchase Agreement with Pentax of America, Inc., a subsidiary of PENTAX® Medical, Inc.

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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.

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 (“Biolife Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability company.

Promptly following the execution of the Biolife Agreement, FL Biolife converted from a Florida limited liability company to a Delaware limited liability company called Biolife Delaware, L.L.C.

Pursuant to the terms of the Biolife Agreement, on May 20, 2025, Merger Sub merged with and into Biolife, with Biolife continuing as the surviving corporation and a wholly-owned subsidiary of Merit (the “Biolife Merger”).

Pursuant to the terms of the Biolife Agreement, on May 20, 2025, Biolife Merger Sub merged with and into Biolife, with Biolife continuing as the surviving corporation and a wholly-owned subsidiary of Merit (the “Biolife Merger”).

The purchase consideration consisted of an upfront payment of $ 120 million plus working capital and other adjustments of $ 7.2 million in cash.

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Developed technology

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

March 31, 2026

Inventories at June 30, 2026 and December 31, 2025 consisted of the following (in thousands):

June 30, 2026

December 31, 2025

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Goodwill and Intangible Assets.

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

The change in the carrying amount of goodwill for the six-month period ended June 30, 2026 is detailed as follows (in thousands):

Six Months Ended June 30, 2026

Goodwill balance at January 1

Effect of foreign exchange

Additions and adjustments as the result of acquisitions

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

Goodwill balance at June 30

Total accumulated goodwill impairment losses aggregated to $ 8.3 million as of June 30, 2026 and December 31, 2025, respectively.

We did no t have any goodwill impairments for the six-month periods ended June 30, 2026 or 2025.

Other intangible assets at June 30, 2026 and December 31, 2025 consisted of the following (in thousands):

June 30, 2026

Gross Carrying

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Customer lists

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.

Aggregate amortization expense for developed technology and other intangible assets for the three and six-month periods ended June 30, 2026 was $ 21.2 million and $ 41.9 million, respectively.

Aggregate amortization expense for the three and six-month periods ended June 30, 2025 was $ 21.5 million and $ 41.5 million, respectively.

We evaluate long-lived assets, including amortizing intangible assets, for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

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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 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):

We did no t identify indicators of impairment for our intangible assets based on our consideration of triggering events for the six-month periods ended June 30, 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 June 30, 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 three-month period ended March 31, 2026.

The Company has included the estimated impacts of the bill in the consolidated financial statements for the six-month period ended June 30, 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 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 provision for income taxes for the three-month periods ended June 30, 2026 and 2025 was a tax expense of $ 12.5 million and $ 10.8 million, respectively, which resulted in an effective tax rate of 24.4 % and 24.9 %, respectively.

Our provision for income taxes for the six-month periods ended June 30, 2026 and 2025 was a tax expense of $ 25.1 million and $ 18.6 million, respectively, which resulted in an effective tax rate of 23.9 % and 22.9 %, respectively.

The decrease in the effective income tax rate for the three-month period ended June 30, 2026, when compared to the prior-year period, was primarily due to increased benefit from discrete items such as deferred compensation.

The increase in the effective income tax rate for the six-month period ended June 30, 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 and six-month periods ended June 30, 2026, when compared to the prior-year periods, 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 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).

statutory rate primarily due to the impact of net controlled foreign corporation (“CFC”) 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.

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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

Principal balances outstanding under our long-term debt obligations as of June 30, 2026 and December 31, 2025 consisted of the following (in thousands):

June 30, 2026

December 31, 2025

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Long-term portion

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

Future minimum principal payments on our long-term debt, as of June 30, 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 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.

We were in compliance with these financial covenants set forth in the Amended Fourth A&R Credit Agreement as of June 30, 2026.

As of June 30, 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 March 31, 2026, none of the conditions permitting the Holders to convert their Convertible Notes early had been met.

As of June 30, 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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On or after February 7, 2027, we may redeem for cash all or part of the Convertible Notes, at our option, if the last reported sales price of Common Stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related notice of the redemption.

Under the terms of the Indenture, if we did not remove restrictive legends on the Convertible Notes as of the 380th day following the date of issuance of the Convertible Notes, we were required to pay additional interest at the rate of 0.50 % per annum (the “Additional Interest”) until the restrictive legends were removed.

During the three-month period ended June 30, 2026, we determined that we had not removed the restrictive legends or paid the Additional Interest.

We promptly caused the restrictive legends to be removed and recorded and paid an aggregate of $ 5.1 million in Additional Interest during the three-month period ended June 30, 2026.

We believe that no additional Additional Interest or other amounts arising from the failure to timely remove the restrictive legends are in arrearage as of the date of this Report.

Capped Call Transactions

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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 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.

As of June 30, 2026 and December 31, 2025, we had entered into foreign currency forward contracts, which qualified as cash flow hedges, with aggregate notional amounts of $ 127.1 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 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.

As of June 30, 2026 and December 31, 2025, we had entered into foreign currency forward contracts related to those balance sheet accounts with aggregate notional amounts of $ 139.7 million and $ 107.6 million, respectively.

Balance Sheet Presentation of Derivative Instruments.

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.

As of June 30, 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

March 31, 2026

June 30, 2026

December 31, 2025

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Balance Sheet Location

March 31, 2026

June 30, 2026

December 31, 2025

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Reclassified from AOCI

Three Months Ended March 31,

Three Months Ended June 30,

Derivative instrument

2 unchanged sentences

Cost of sales

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.

Amount of Gain/(Loss)

Consolidated Statements

Amount of Gain/(Loss)

Recognized in OCI

Reclassified from AOCI

Six Months Ended June 30,

Derivative instrument

Location in statements of income

Foreign currency forward contracts

Cost of sales

As of June 30, 2026, a gain of $ 1.9 million, or $ 1.4 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 March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Derivative Instrument

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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-month periods ended March 31, 2026 and 2025 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 and six-month periods ended June 30, 2026 and 2025 consisted of the following (in thousands, except per share amounts):

Three Months Ended

Six Months Ended

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-month periods ended March 31, 2026 and 2025, respectively, was used as the basis for determining the dilutive effect on EPS.

The average closing price of the Common Stock for the three and six-month periods ended June 30, 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-month periods ended March 31, 2026 and 2025 consisted of the following (in thousands) :

Stock-based compensation expense before income tax expense for the three and six-month periods ended June 30, 2026 and 2025 consisted of the following (in thousands) :

Three Months Ended

Six Months Ended

Cost of sales

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Nonqualified Stock Options

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.

During the six months ended June 30, 2026 and 2025, we did no t grant any stock options.

As of June 30, 2026, the total remaining unrecognized compensation cost related to non-vested stock options was $ 2.5 million, which was expected to be recognized over a weighted average period of 0.9 years.

Stock-Settled Performance-Based Restricted Stock Units (“Performance Stock Units”)

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.

During the six-month periods ended June 30, 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:

Three Months Ended

Six Months Ended

Risk-free interest rate

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At the end of the performance period, cumulative expense is calculated based on the actual performance metrics achieved.

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.

As of June 30, 2026, the total remaining unrecognized compensation cost related to stock-settled Performance Stock Units was $ 39.8 million, which is expected to be recognized over a weighted average period of 1.7 years.

Cash-Settled Performance-Based Awards

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

During the six-month period ended June 30, 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.

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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.

During the six-month period ended June 30, 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 forfeited as of December 31, 2025.

Restricted Stock Units

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.

During the six-month periods ended June 30, 2026 and 2025, we granted restricted stock units to certain employees and non-employee directors representing 395,725 and 135,778 shares of Common Stock, respectively.

The expense recognized for restricted stock units is equal to the closing stock price on the date of grant, which is recognized over the vesting period.

Restricted stock units granted to each employee are subject to such employee’s continued employment through the vesting date, which is between three to four years from the date of grant.

Restricted stock units granted to each non-employee director are subject to such director’s continued service through the vesting date, which is one year from the grant date.

As of 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.

Restricted stock units granted to each non-employee director are subject to such director’s continued service through the vesting date, which is approximately one year from the grant date.

As of June 30, 2026, the total remaining unrecognized compensation cost related to restricted stock units was $ 45.3 million, which was expected to be recognized over a weighted average period of 2.4 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.

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

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

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Three Months Ended

Six Months Ended

Cost of sales standard (1)

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(3) Other operating expenses include contingent consideration expense (benefit) related to the changes in fair value of contingent payments associated with acquisitions.

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

Depreciation and amortization for the three and six-month periods ended June 30, 2026 was $ 31.0 million and $ 61.5 million, respectively.

Depreciation and amortization for the three and six-month periods ended June 30, 2025 was $ 31.0 million and $ 60.3 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 March 31, 2026 and December 31, 2025 consisted of the following (in thousands):

Our financial assets and (liabilities) carried at fair value and measured on a recurring basis as of June 30, 2026 and December 31, 2025 consisted of the following (in thousands):

Fair Value Measurements Using

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unobservable inputs

March 31, 2026

June 30, 2026

Money market funds (1)

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(3) The fair value of the foreign currency contract assets (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as a prepaid expense and other current asset or other long-term asset in the consolidated balance sheets.

(4) The fair value of the foreign currency contract liabilities (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as accrued expense or other long-term obligation in the consolidated balance sheets.

(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 an accrued expense or other long-term obligation in the consolidated balance sheets.

(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.

1 unchanged sentence

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 $ 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 our long-term debt under our Convertible Notes was $ 805.4 million as of June 30, 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 $ 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.

Our equity investments in privately-held companies were $ 27.9 million and $ 28.7 million at June 30, 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;

2 unchanged sentences

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 three-month periods ended March 31, 2026 and 2025, we recorded no impairment charges related to our equity investments.

For the six-month periods ended June 30, 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 $ 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.

Our outstanding notes receivable, including accrued interest and an allowance for current expected credit losses, were $ 21.7 million and $ 21.6 million as of June 30, 2026 and December 31, 2025, respectively.

As of June 30, 2026 and December 31, 2025, we had an allowance for current expected credit losses of $ 3.2 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-month periods ended March 31, 2026 and 2025 (in thousands):

The table below presents a roll-forward of the allowance for current expected credit losses on our notes receivable for the three and six-month periods ended June 30, 2026 and 2025 (in thousands):

Three Months Ended

Six Months Ended

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-month periods ended March 31, 2026 and 2025 were as follows:

The changes in each component of accumulated other comprehensive income (loss) for the three and six-month periods ended June 30, 2026 and 2025 were as follows:

Cash Flow Hedges

Foreign Currency Translation

Balance as of April 1, 2026

Other comprehensive income (loss)

Reclassifications to:

Cost of sales

Net other comprehensive income (loss)

Balance as of June 30, 2026

Cash Flow Hedges

Foreign Currency Translation

Balance as of January 1, 2026

Other comprehensive loss

Other comprehensive income (loss)

Reclassifications to:

1 unchanged sentence

Net other comprehensive loss

Balance as of March 31, 2026

Balance as of June 30, 2026

Cash Flow Hedges

Foreign Currency Translation

Balance as of April 1, 2025

Other comprehensive (loss) income

Reclassifications to:

Cost of sales

Net other comprehensive (loss) income

Balance as of June 30, 2025

Cash Flow Hedges

Foreign Currency Translation

Balance as of January 1, 2025

3 unchanged sentences

Net other comprehensive (loss) income

Balance as of March 31, 2025

Subsequent Events.

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.

Balance as of June 30, 2025

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