MERIT MEDICAL SYSTEMS INC 10-Q

ITEM 1. FINANCIAL STATEMENTS MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ ​ December 31, ASSETS ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ (unaudited) ​ ​ ​ Current assets: ​ ​ ​ ​ Cash and cash equivalents ​ $ 448,699 ​ $ 446,404 Trade receivables — net of allowance for credit losses — 2026 — $ 10,894 and 2025 — $ 10,136 ​ 224,237 ​ 203,710 Other receivables ​ 23,960 ​ 17,773 Inventories ​ 374,112 ​ 333,705 Prepaid expenses and other current assets ​ 33,496 ​ 31,493 Prepaid income taxes ​ 5,033 ​ 4,941 Income tax refund receivables ​ 2,701 ​ 2,128 Total current assets ​ 1,112,238 ​ 1,040,154 ​ ​ ​ ​ ​ ​ ​ Property and equipment: ​ ​ ​ ​ Land and land improvements ​ 30,356 ​ 30,465 Buildings ​ 199,542 ​ 200,046 Manufacturing equipment ​ 371,300 ​ 365,277 Furniture and fixtures ​ 62,754 ​ 60,883 Leasehold improvements ​ 66,434 ​ 65,236 Construction-in-progress ​ 96,703 ​ 82,939 Total property and equipment ​ 827,089 ​ 804,846 Less accumulated depreciation ​ ( 390,340 ) ​ ( 376,445 ) Property and equipment — net ​ 436,749 ​ ​ 428,401 ​ ​ ​ ​ ​ ​ ​ Other assets: ​ ​ ​ ​ Intangible assets: ​ ​ ​ ​ Developed technology — net of accumulated amortization — 2026 — $ 472,669 and 2025 — $ 452,525 ​ 540,979 ​ 465,940 Other — net of accumulated amortization — 2026 — $ 98,350 and 2025 — $ 96,436 ​ 71,047 ​ 71,714 Goodwill ​ 539,772 ​ 506,837 Deferred income tax assets ​ 7,200 ​ 7,049 Right-of-use operating lease assets ​ ​ 83,776 ​ ​ 87,600 Other assets ​ 71,859 ​ 78,227 Total other assets ​ 1,314,633 ​ 1,217,367 ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 2,863,620 ​ $ 2,685,922 ​ ​ ​ See condensed notes to consolidated financial statements. (continued) ​ ​ ​ 3 Table of Contents MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ ​ December 31, LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ (unaudited) ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ Trade payables ​ $ 70,737 ​ $ 60,551 Accrued expenses ​ 172,185 ​ 159,486 Short-term operating lease liabilities ​ ​ 10,921 ​ ​ 10,876 Income taxes payable ​ 11,090 ​ 8,851 Total current liabilities ​ 264,933 ​ 239,764 ​ ​ ​ ​ ​ ​ ​ Long-term debt ​ 736,258 ​ 734,038 Deferred income tax liabilities ​ 39,704 ​ 19,665 Liabilities related to unrecognized tax benefits ​ 2,248 ​ 2,248 Deferred compensation payable ​ 19,297 ​ 17,542 Deferred credits ​ 1,347 ​ 1,398 Long-term operating lease liabilities ​ ​ 72,942 ​ 76,658 Other long-term obligations ​ 47,087 ​ 10,306 Total liabilities ​ 1,183,816 ​ 1,101,619 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders' equity: ​ ​ ​ ​ Preferred stock — 5,000 shares authorized; 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 June 30, 2026 - 59,710 and December 31, 2025 - 59,424 ​ 783,892 ​ 763,909 Retained earnings ​ 903,828 ​ 824,030 Accumulated other comprehensive loss ​ ( 7,916 ) ​ ( 3,636 ) Total stockholders’ equity ​ 1,679,804 ​ 1,584,303 ​ ​ ​ ​ ​ ​ ​ Total liabilities and stockholders’ equity ​ $ 2,863,620 ​ $ 2,685,922 ​ ​ ​ See condensed notes to consolidated financial statements. (concluded) ​ ​ ​ 4 Table of Contents MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts - unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ Six Months Ended ​ ​ June 30, ​ June 30, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 Net sales ​ $ 418,843 ​ $ 382,462 ​ $ 800,720 ​ $ 737,813 Cost of sales ​ 203,677 ​ 197,975 ​ 400,757 ​ 381,306 Gross profit ​ 215,166 ​ 184,487 ​ 399,963 ​ 356,507 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative ​ 129,229 ​ 113,097 ​ 247,439 ​ 220,583 Research and development ​ 25,389 ​ 24,367 ​ 47,998 ​ 46,845 Contingent consideration expense (benefit) ​ 145 ​ 143 ​ ( 34 ) ​ 1,166 Total operating expenses ​ 154,763 ​ 137,607 ​ 295,403 ​ 268,594 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from operations ​ 60,403 ​ 46,880 ​ 104,560 ​ 87,913 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ ​ ​ Interest income ​ 3,752 ​ 3,761 ​ 7,652 ​ 7,551 Interest expense ​ ( 12,118 ) ​ ( 6,775 ) ​ ( 18,644 ) ​ ( 13,343 ) Other (expense) income — net ​ ( 723 ) ​ ( 487 ) ​ 11,292 ​ ( 784 ) Total other (expense) income — net ​ ( 9,089 ) ​ ( 3,501 ) ​ 300 ​ ( 6,576 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income before income taxes ​ 51,314 ​ 43,379 ​ 104,860 ​ 81,337 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense ​ 12,511 ​ 10,798 ​ 25,062 ​ 18,609 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 38,803 ​ $ 32,581 ​ $ 79,798 ​ $ 62,728 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per common share ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.65 ​ $ 0.55 ​ $ 1.34 ​ $ 1.06 Diluted ​ $ 0.65 ​ $ 0.54 ​ $ 1.33 ​ $ 1.03 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ 59,679 ​ 59,140 ​ 59,595 ​ 59,019 Diluted ​ 60,006 ​ 60,611 ​ 60,010 ​ 60,945 ​ See condensed notes to consolidated financial statements. ​ ​ 5 Table of Contents MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands - unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ Six Months Ended ​ ​ June 30, ​ June 30, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 Net income ​ $ 38,803 ​ $ 32,581 ​ $ 79,798 ​ $ 62,728 Other comprehensive (loss) income: ​ ​ ​ ​ ​ ​ ​ ​ Cash flow hedges ​ 335 ​ ( 1,663 ) ​ ( 205 ) ​ ( 4,049 ) Income tax (expense) benefit ​ ( 79 ) ​ 393 ​ 48 ​ 956 Foreign currency translation adjustment ​ ( 545 ) ​ 13,200 ​ ( 4,889 ) ​ 19,054 Income tax (expense) benefit ​ ( 59 ) ​ ( 1,616 ) ​ 766 ​ ( 1,622 ) Total other comprehensive (loss) income ​ ( 348 ) ​ 10,314 ​ ( 4,280 ) ​ 14,339 Total comprehensive income ​ $ 38,455 ​ $ 42,895 ​ $ 75,518 ​ $ 77,067 ​ See condensed notes to consolidated financial statements. ​ ​ 6 Table of Contents MERIT MEDICAL SYSTEMS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands - unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Retained ​ Accumulated Other ​ ​ ​ ​ ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Earnings ​ ​ ​ Comprehensive Loss ​ ​ ​ Total Balance — January 1, 2026 59,424 ​ $ 763,909 ​ $ 824,030 ​ $ ( 3,636 ) ​ $ 1,584,303 Net income ​ ​ ​ ​ 40,995 ​ ​ ​ 40,995 Other comprehensive loss ​ ​ ​ ​ ​ ​ ( 3,932 ) ​ ( 3,932 ) Stock-based compensation expense ​ ​ 9,509 ​ ​ ​ ​ ​ 9,509 Options exercised 43 ​ 2,345 ​ ​ ​ ​ ​ 2,345 Issuance of common stock under Employee Stock Purchase Plan 6 ​ 430 ​ ​ ​ ​ ​ 430 Shares issued from time-vested restricted stock units ​ 271 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ — Shares surrendered in exchange for payment of payroll tax liabilities ( 89 ) ​ ​ ( 6,922 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 6,922 ) Balance — March 31, 2026 59,655 ​ ​ 769,271 ​ ​ 865,025 ​ ​ ( 7,568 ) ​ ​ 1,626,728 Net income ​ ​ ​ ​ 38,803 ​ ​ ​ 38,803 Other comprehensive loss ​ ​ ​ ​ ​ ​ ( 348 ) ​ ( 348 ) Stock-based compensation expense ​ ​ 12,824 ​ ​ ​ ​ ​ 12,824 Options exercised 30 ​ 1,527 ​ ​ ​ ​ ​ 1,527 Issuance of common stock under Employee Stock Purchase Plan 5 ​ 321 ​ ​ ​ ​ ​ 321 Shares issued from time-vested restricted stock units ​ 21 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ — Shares surrendered in exchange for payment of payroll tax liabilities ​ ( 1 ) ​ ​ ( 51 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 51 ) Balance — June 30, 2026 59,710 ​ $ 783,892 ​ $ 903,828 ​ $ ( 7,916 ) ​ $ 1,679,804 ​ ​ ​ See condensed notes to consolidated financial statements. (continued) ​ ​ 7 Table of Contents ​ MERIT MEDICAL SYSTEMS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands - unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Retained ​ Accumulated Other ​ ​ ​ ​ ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Earnings ​ ​ ​ Comprehensive Loss ​ ​ ​ Total Balance — January 1, 2025 58,743 ​ $ 703,219 ​ $ 695,541 ​ $ ( 19,401 ) ​ $ 1,379,359 Net income ​ ​ ​ ​ 30,147 ​ ​ ​ 30,147 Other comprehensive income ​ ​ ​ ​ ​ ​ 4,025 ​ 4,025 Stock-based compensation expense ​ ​ 7,885 ​ ​ ​ ​ ​ 7,885 Options exercised 281 ​ 14,610 ​ ​ ​ ​ ​ 14,610 Issuance of common stock under Employee Stock Purchase Plan 4 ​ 424 ​ ​ ​ ​ ​ 424 Shares issued from time-vested restricted stock units ​ 130 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ — Shares surrendered in exchange for payment of payroll tax liabilities ( 62 ) ​ ( 6,145 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 6,145 ) Shares surrendered in exchange for exercise of stock options ( 18 ) ​ ( 1,882 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 1,882 ) Balance — March 31, 2025 59,078 ​ ​ 718,111 ​ ​ 725,688 ​ ​ ( 15,376 ) ​ ​ 1,428,423 Net income ​ ​ ​ ​ 32,581 ​ ​ ​ 32,581 Other comprehensive income ​ ​ ​ ​ ​ ​ 10,314 ​ 10,314 Stock-based compensation expense ​ ​ 9,868 ​ ​ ​ ​ ​ 9,868 Options exercised 114 ​ 6,523 ​ ​ ​ ​ ​ 6,523 Issuance of common stock under Employee Stock Purchase Plan 4 ​ 339 ​ ​ ​ ​ ​ 339 Shares issued from time-vested restricted stock units ​ 22 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ — Balance — June 30, 2025 ​ 59,218 ​ $ 734,841 ​ $ 758,269 ​ $ ( 5,062 ) ​ $ 1,488,048 ​ ​ ​ ​ ​ See condensed notes to consolidated financial statements. (concluded) ​ ​ ​ ​ ​ ​ ​ ​ ​ 8 Table of Contents MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands - unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ June 30, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 CASH FLOWS FROM OPERATING ACTIVITIES: ​ ​ ​ Net income ​ $ 79,798 ​ $ 62,728 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ Depreciation and amortization ​ 61,538 ​ 60,313 Gain on disposition of business ​ ( 12,557 ) ​ ( 249 ) Share of equity investee loss ​ ​ 880 ​ ​ — Loss on sale or abandonment of property and equipment ​ 466 ​ 315 Write-off of certain intangible assets and other long-term assets ​ 266 ​ 82 Amortization of right-of-use operating lease assets ​ ​ 5,779 ​ ​ 5,766 Fair value adjustments related to contingent consideration liabilities ​ ​ ( 34 ) ​ ​ 1,166 Amortization of deferred credits ​ ( 52 ) ​ ( 52 ) Amortization of long-term debt issuance costs ​ 2,828 ​ 2,828 Stock-based compensation expense ​ 21,876 ​ 19,951 Changes in operating assets and liabilities, net of acquisitions and divestitures: ​ ​ ​ ​ Trade receivables ​ ( 21,328 ) ​ ( 7,310 ) Other receivables ​ 180 ​ 2,817 Inventories ​ ( 43,579 ) ​ ( 11,720 ) Prepaid expenses and other current assets ​ ( 2,113 ) ​ ( 2,575 ) Income tax refund receivables ​ ( 665 ) ​ ( 3,653 ) Other assets ​ ( 1,921 ) ​ ( 1,471 ) Trade payables ​ 10,193 ​ 3,697 Accrued expenses ​ ( 4,869 ) ​ ( 2,740 ) Income taxes payable ​ 3,113 ​ 1,537 Deferred compensation payable ​ 1,754 ​ 603 Operating lease liabilities ​ ​ ( 5,625 ) ​ ​ ( 5,925 ) Other long-term obligations ​ 14,029 ​ ( 2,229 ) Total adjustments ​ 30,159 ​ 61,151 Net cash, cash equivalents, and restricted cash provided by operating activities ​ 109,957 ​ 123,879 ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM INVESTING ACTIVITIES: ​ ​ ​ ​ Capital expenditures for: ​ ​ ​ ​ Property and equipment ​ ( 33,340 ) ​ ( 34,812 ) Intangible assets ​ ( 1,617 ) ​ ( 1,296 ) Proceeds from asset and business dispositions ​ 25,555 ​ 294 Cash paid for notes receivable and other investments ​ — ​ ( 14,617 ) Cash paid in acquisitions, net of cash acquired ​ ( 92,997 ) ​ ( 122,555 ) Net cash, cash equivalents, and restricted cash used in investing activities ​ $ ( 102,399 ) ​ $ ( 172,986 ) ​ ​ ​ See condensed notes to consolidated financial statements. (continued) ​ 9 Table of Contents ​ MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands - unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ June 30, ​ ​ 2026 ​ 2025 CASH FLOWS FROM FINANCING ACTIVITIES: ​ ​ ​ Proceeds from issuance of common stock ​ $ 4,623 ​ $ 20,014 Contingent payments related to acquisitions ​ ( 2,991 ) ​ ( 2,567 ) Payment of taxes related to an exchange of common stock ​ ( 6,973 ) ​ ( 6,145 ) Net cash, cash equivalents, and restricted cash (used in) provided by financing activities ​ ( 5,341 ) ​ 11,302 Effect of exchange rates on cash, cash equivalents, and restricted cash ​ 140 ​ 2,953 Net increase (decrease) in cash, cash equivalents and restricted cash ​ 2,357 ​ ( 34,852 ) ​ ​ ​ ​ ​ ​ ​ CASH, CASH EQUIVALENTS AND RESTRICTED CASH: ​ ​ ​ ​ Beginning of period ​ ​ 448,549 ​ ​ 378,767 End of period ​ $ 450,906 ​ $ 343,915 ​ ​ ​ ​ ​ ​ ​ RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ ​ 448,699 ​ ​ 341,819 Restricted cash reported in prepaid expenses and other current assets ​ ​ 2,207 ​ ​ 2,096 Total cash, cash equivalents and restricted cash ​ $ 450,906 ​ $ 343,915 ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION ​ ​ ​ ​ Cash paid during the period for: ​ ​ ​ ​ Interest (net of capitalized interest of $ 1,034 and $ 594 , respectively) ​ $ 15,816 ​ $ 13,530 Income taxes ​ ​ 21,877 ​ ​ 19,658 ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES ​ ​ ​ ​ Property and equipment purchases in accounts payable ​ $ 3,028 ​ $ 9,062 Acquisition purchases in accrued expenses and other long-term obligations ​ ​ 48,764 ​ ​ 4,068 Merit common stock surrendered ( 0 and 18 shares, respectively) in exchange for exercise of stock options ​ ​ — ​ ​ 1,882 Right-of-use operating lease assets obtained in exchange for operating lease liabilities ​ ​ 2,028 ​ ​ 28,504 ​ ​ ​ See condensed notes to consolidated financial statements. (concluded) ​ ​ ​ 10 Table of Contents MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Basis of Presentation and Other Items. The interim consolidated financial statements of Merit Medical Systems, Inc. ("Merit," "we" or "us") for the three and 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. In the opinion of our management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of our financial position, results of operations and cash flows for the periods presented in conformity with GAAP. The results of operations presented in these interim consolidated financial statements are not necessarily indicative of the results for a full-year period. Amounts presented in this report are rounded, while percentages and earnings per share amounts presented are calculated from the underlying amounts. These interim consolidated financial statements should be read in conjunction with the financial statements and risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report on Form 10-K”) . 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. 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. ​ 2. Recently Issued Accounting Standards. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires a public entity to disclose certain operating expenses disaggregated into categories, such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization on an annual and interim basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The provisions within the update may be applied retrospectively for all periods presented in the financial statements. While we are still evaluating the specific impacts and adoption method, we anticipate this guidance will have a significant impact on our consolidated financial statement disclosures. ​ 11 Table of Contents ​ 3. Revenue from Contracts with Customers. We recognize revenue when a customer obtains control of promised goods. The amount of revenue recognized reflects the consideration we expect to receive in exchange for these goods. Our revenue recognition policies have not changed from those disclosed in Note 1 to our consolidated financial statements in Item 8 of the 2025 Annual Report on Form 10-K. Disaggregation of Revenue 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. We design, develop, manufacture and market medical products for interventional, diagnostic and therapeutic procedures. 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 and platform for the three and six-month periods ended June 30, 2026 and 2025 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ June 30, ​ June 30, ​ ​ ​ 2026 ​ ​ 2025 ​ ​ 2026 ​ ​ 2025 Foundational ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Access ​ $ 161,786 ​ $ 152,122 ​ $ 312,910 ​ $ 286,520 OEM ​ ​ 48,338 ​ ​ 43,218 ​ ​ 87,878 ​ ​ 86,641 Procedural Solutions ​ ​ 27,949 ​ ​ 31,741 ​ ​ 54,437 ​ ​ 60,310 Vascular Intervention ​ ​ 41,652 ​ ​ 34,955 ​ ​ 80,690 ​ ​ 67,804 Other ​ ​ 1,236 ​ ​ 346 ​ ​ 525 ​ ​ 1,489 Total Foundational ​ ​ 280,961 ​ ​ 262,382 ​ ​ 536,440 ​ ​ 502,764 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Therapeutic ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cardiac Therapies ​ ​ 28,510 ​ ​ 22,930 ​ ​ 55,914 ​ ​ 43,489 Endoscopy ​ ​ 23,647 ​ ​ 18,400 ​ ​ 45,339 ​ ​ 34,951 OEM ​ ​ 12,797 ​ ​ 9,735 ​ ​ 20,276 ​ ​ 20,877 Oncology ​ ​ 25,774 ​ ​ 23,943 ​ ​ 49,282 ​ ​ 45,994 Renal Therapies ​ ​ 12,713 ​ ​ 12,817 ​ ​ 24,225 ​ ​ 26,206 Vascular Intervention ​ ​ 34,441 ​ ​ 32,255 ​ ​ 69,244 ​ ​ 63,532 Total Therapeutic ​ ​ 137,882 ​ ​ 120,080 ​ ​ 264,280 ​ ​ 235,049 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ 418,843 ​ $ 382,462 ​ $ 800,720 ​ $ 737,813 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 ​ ​ June 30, ​ June 30, ​ ​ ​ 2026 ​ ​ 2025 ​ ​ 2026 ​ ​ 2025 Domestic ​ $ 252,051 ​ $ 227,082 ​ $ 478,567 ​ $ 440,646 International ​ 166,792 ​ 155,380 ​ 322,153 ​ 297,167 Total ​ $ 418,843 ​ $ 382,462 ​ $ 800,720 ​ $ 737,813 12 Table of Contents ​ ​ ​ 4. Acquisitions and Divestitures. Acquisitions 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 ​ $ 2,724 Other receivables ​ ​ 53 Prepaid expenses and other current assets ​ ​ 41 Inventories ​ 324 Property and equipment ​ ​ 132 Intangible assets ​ ​ Developed technology ​ ​ 116,400 Trademarks ​ ​ 4,300 Goodwill ​ ​ 36,377 Total assets acquired ​ 160,351 ​ ​ ​ ​ Liabilities Assumed ​ ​ Trade payables ​ 173 Accrued expenses ​ 157 Deferred income tax liabilities ​ ​ 20,040 Total liabilities assumed ​ 20,370 Total assets acquired, net of liabilities assumed ​ ​ 139,981 Less: Cash acquired ​ ​ ( 2,724 ) Purchase price, net of cash acquired ​ $ 137,257 ​ 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. 13 Table of Contents 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 ​ ​ ​ ​ ​ Inventories ​ $ 431 Property and equipment ​ ​ 139 Intangible assets ​ ​ Developed technology ​ ​ 16,000 Trademarks ​ ​ 1,200 Customer list ​ ​ 1,200 Goodwill ​ ​ 2,906 Total net assets acquired ​ $ 21,876 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. 14 Table of Contents 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. (“Biolife”). 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. Biolife manufactures unique patented hemostatic devices under the brand names StatSeal and WoundSeal. We accounted for the Biolife Merger as a business combination. 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 during the year ended December 31, 2025. The purchase price was allocated as follows (in thousands): ​ ​ ​ ​ ​ Assets Acquired ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 7,380 Trade receivables ​ ​ 1,562 Inventories ​ ​ 1,748 Prepaid expenses and other current assets ​ ​ 172 Income tax refund receivables ​ ​ 169 Property and equipment ​ ​ 4,609 Intangible assets ​ ​ Developed technology ​ ​ 90,500 Trademarks ​ ​ 3,700 Customer list ​ ​ 4,500 Goodwill ​ ​ 37,607 Total assets acquired ​ 151,947 ​ ​ ​ ​ Liabilities Assumed ​ ​ Trade payables ​ ​ 133 Accrued expenses ​ ​ 1,551 Deferred income tax liabilities ​ ​ 22,842 Liabilities related to unrecognized tax benefits ​ ​ 51 Other long-term obligations ​ 139 Total liabilities assumed ​ 24,716 Total assets acquired, net of liabilities assumed ​ ​ 127,231 Less: Cash acquired ​ ​ ( 7,380 ) Purchase price, net of cash acquired ​ $ 119,851 ​ We are amortizing the Biolife developed technology intangible assets over 12 years , the trademark intangible assets over 12 years , and the customer list intangible asset on an accelerated basis over 12 years . We have estimated the weighted average life of the intangible assets acquired in connection with the Biolife Merger to be 12 years . The goodwill consists largely of the synergies expected from combining operations and is not expected to be deductible for tax purposes. The pro forma effects to our consolidated results of operations of the Biolife Merger are not material in relation to reported sales . 15 Table of Contents Divestitures 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: ​ ​ ​ ​ ​ Inventories ​ ​ ​ $ 3,910 Property and equipment ​ ​ 522 Intangible assets ​ ​ ​ Developed technology ​ ​ 5,129 Trademarks ​ ​ 266 Patents ​ ​ 243 Goodwill ​ ​ 2,928 Total assets ​ $ 12,998 ​ ​ 5. Inventories. Inventories at June 30, 2026 and December 31, 2025 consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2026 ​ ​ ​ December 31, 2025 Finished goods ​ $ 202,546 ​ $ 190,616 Work-in-process ​ 44,518 ​ 32,391 Raw materials ​ 127,048 ​ 110,698 Total inventories ​ $ 374,112 ​ $ 333,705 ​ ​ ​ 6. Goodwill and Intangible Assets. 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 ​ $ 506,837 Effect of foreign exchange ​ ( 514 ) Additions and adjustments as the result of acquisitions ​ 36,377 Disposals as the result of divestitures ​ ​ ( 2,928 ) Goodwill balance at June 30 ​ $ 539,772 ​ 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. 16 Table of Contents Other intangible assets at June 30, 2026 and December 31, 2025 consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2026 ​ ​ Gross Carrying ​ Accumulated ​ Net Carrying ​ ​ ​ ​ Amount ​ ​ ​ Amortization ​ ​ ​ Amount Patents ​ $ 34,575 ​ $ ( 15,428 ) ​ $ 19,147 Distribution agreements ​ 3,250 ​ ( 3,106 ) ​ 144 License agreements ​ 14,616 ​ ( 10,958 ) ​ 3,658 Trademarks ​ 53,946 ​ ( 27,703 ) ​ 26,243 Customer lists ​ 63,010 ​ ( 41,155 ) ​ 21,855 Total ​ $ 169,397 ​ $ ( 98,350 ) ​ $ 71,047 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ Gross Carrying ​ Accumulated ​ Net Carrying ​ ​ ​ ​ Amount ​ ​ ​ Amortization ​ ​ ​ Amount Patents ​ $ 33,979 ​ $ ( 14,760 ) ​ $ 19,219 Distribution agreements ​ 3,250 ​ ( 3,069 ) ​ 181 License agreements ​ 14,590 ​ ( 10,218 ) ​ 4,372 Trademarks ​ 52,556 ​ ( 28,293 ) ​ 24,263 Customer lists ​ 63,775 ​ ( 40,096 ) ​ 23,679 Total ​ $ 168,150 ​ $ ( 96,436 ) ​ $ 71,714 ​ 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. We perform the impairment analysis at the asset group for which the lowest level of identifiable cash flows is largely independent of the cash flows of other assets and liabilities. If a triggering event is identified, we determine the fair value of our amortizing assets based on estimated future cash flows discounted back to their present value using a discount rate that reflects the risk profiles of the underlying activities. We did no t identify indicators of impairment for our intangible assets based on our consideration of triggering events for the 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, ​ ​ ​ Estimated Amortization Expense Remaining 2026 ​ $ 45,072 2027 ​ 88,683 2028 ​ 86,973 2029 ​ ​ 77,270 2030 ​ 65,198 ​ ​ 17 Table of Contents 7. Income Taxes. On July 4, 2025, the U.S. enacted a budget reconciliation package (known as the “One Big Beautiful Bill Act” or “OBBBA”) which includes a broad range of tax provisions affecting businesses. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company has included the estimated impacts of the bill in the consolidated financial statements for the 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 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 (“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. 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. 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. ​ 18 Table of Contents 8. Debt. 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 Convertible notes ​ $ 747,500 ​ $ 747,500 Less unamortized debt issuance costs ​ ( 11,242 ) ​ ( 13,462 ) Total long-term debt ​ 736,258 ​ 734,038 Less current portion ​ — ​ — Long-term portion ​ $ 736,258 ​ $ 734,038 ​ Future minimum principal payments on our long-term debt, as of June 30, 2026, were as follows (in thousands): ​ ​ ​ ​ Year Ending ​ Future Minimum December 31, ​ ​ ​ Principal Payments Remaining 2026 $ — 2027 ​ ​ — 2028 ​ ​ — 2029 ​ ​ 747,500 Total future minimum principal payments ​ $ 747,500 ​ Fourth Amended and Restated Credit Agreement On June 6, 2023, we entered into a Fourth Amended and Restated Credit Agreement (the "Fourth A&R Credit Agreement"). The Fourth A&R Credit Agreement is a syndicated loan agreement with Wells Fargo Bank, National Association and other parties. The Fourth A&R Credit Agreement amended and restated in its entirety our previously outstanding Third Amended and Restated Credit Agreement and all amendments thereto. The Fourth A&R Credit Agreement provides for a term loan of $ 150 million and a revolving credit commitment of up to an aggregate amount of $ 700 million, inclusive of sub-facilities for multicurrency borrowings, standby letters of credit and swingline loans. On June 6, 2028, all principal, interest and other amounts outstanding under the Fourth A&R Credit Agreement are payable in full. At any time prior to the maturity date, we may repay any amounts owing under all term loans and revolving credit loans in whole or in part, without premium or penalty. On December 5, 2023, we executed an amendment to the Fourth A&R Credit Agreement (as amended, the "Amended Fourth A&R Credit Agreement”) to facilitate the issuance of our Convertible Notes described below. Among other things, the amendment also updated the definition of the Applicable Margin used in determining the interest rates and amended the financial covenants, all as described below. Term loans made under the Amended Fourth A&R Credit Agreement bear interest, at our election, at either (i) the Base Rate plus the Applicable Margin (as defined in the Amended Fourth A&R Credit Agreement) or, (ii) Adjusted Term SOFR plus the Applicable Margin (as defined in the Amended Fourth A&R Credit Agreement). Revolving credit loans bear interest, at our election, at either (a) the Base Rate plus the Applicable Margin, (b) Adjusted Term SOFR plus the Applicable Margin, (c) Adjusted Eurocurrency Rate plus the Applicable Margin (as defined in the Amended Fourth A&R Credit Agreement), or (d) Adjusted Daily Simple SONIA plus the Applicable Margin (as defined in the Amended Fourth A&R Credit Agreement). Swingline loans bear interest at the Base Rate plus the Applicable Margin. Interest on each loan featuring the Base Rate and each Daily Simple SONIA Loan is due and payable on the last business day of each calendar month; interest on each loan featuring the Eurocurrency Rate and each Term SOFR Loan is due and payable on the last day of each interest period applicable thereto, and if such interest period extends over three months, at the end of each three-month interval during such interest period. 19 Table of Contents The Amended Fourth A&R Credit Agreement is collateralized by substantially all of our assets. The Amended Fourth A&R Credit Agreement contains affirmative and negative covenants, representations and warranties, events of default and other terms customary for loans of this nature. In particular, the Amended Fourth A&R Credit Agreement requires that we maintain certain financial covenants, as follows: ​ ​ ​ ​ ​ ​ ​ Covenant Requirement ​ Consolidated Total Net Leverage Ratio (1) ​ 5.0 to 1.0 ​ Consolidated Senior Secured Net Leverage Ratio (2) ​ ​ 3.0 to 1.0 ​ Consolidated Interest Coverage Ratio (3) ​ 3.0 to 1.0 ​ (1) Maximum Consolidated Total Net Leverage Ratio (as defined in the Amended Fourth A&R Credit Agreement) as of any fiscal quarter end. (2) Maximum Consolidated Senior Secured Net Leverage Ratio (as defined in the Amended Fourth A&R Credit Agreement) as of any fiscal quarter end. (3) Minimum ratio of Consolidated EBITDA (as defined in the Amended Fourth A&R Credit Agreement and adjusted for certain expenditures) to Consolidated Interest Expense (as defined in the Amended Fourth A&R Credit Agreement) for any period of four consecutive fiscal quarters. We were in compliance with these financial covenants set forth in the Amended Fourth A&R Credit Agreement as of 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 In December 2023, we issued convertible notes which bear interest at 3.00 % per year, payable semi-annually in arrears on February 1 and August 1 of each year, which commenced August 1, 2024 (the “Convertible Notes”). The Convertible Notes are senior unsecured obligations (as defined in the indenture governing the Convertible Notes (the “Indenture”)) of Merit and will mature on February 1, 2029, unless repurchased, redeemed or converted in accordance with their terms prior to such date. The net proceeds from the sale of the Convertible Notes were approximately $ 724.8 million after deducting offering and issuance costs and before the costs of the Capped Call Transactions, as described below. The initial conversion rate of the notes will be 11.5171 shares of our common stock (the “Common Stock”) per $ 1,000 principal amount of notes, which equates to an initial conversion price of approximately $ 86.83 per share of Common Stock, subject to adjustments as provided in the Indenture upon the occurrence of certain specified events. Conversion can occur at the option of the holders of the Convertible Notes (“Holders”) at any time on or after October 1, 2028. Prior to October 1, 2028, Holders may only elect to convert the Convertible Notes under the following circumstances: (1) During the five business day period after any ten consecutive trading day period in which, for each day of that period, the trading price per $ 1,000 principal amount of the Convertible Notes for such trading day was less than 98 % of the product of the last reported sale price of the Common Stock and the applicable conversion rate on such trading day; (2) Merit issues to common shareholders any rights, options, or warrants, entitling them, for a period of not more than 60 days , to purchase shares of Common Stock at a price per share less than the average closing sale price of 10 consecutive trading days, or Merit’s election to make a distribution to common shareholders exceeding 10 % of the previous day’s closing sale price; (3) Upon the occurrence of a Fundamental Change, as set forth in the Indenture; (4) During any calendar quarter (and only during such calendar quarter) beginning after March 31, 2024, if, the last reported sale price per share of the Common Stock exceeds 130 % of the applicable conversion price on each applicable trading day for at least 20 trading days (whether or not consecutive) in the period of the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter; or (5) Prior to the related redemption date if Merit calls any Convertible Notes for redemption. As of 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. 20 Table of Contents Upon conversion, Merit will (1) pay cash up to the aggregate principal amount of the Convertible Notes to be converted and (2) pay or deliver, as the case may be, cash, shares of Common Stock, or a combination of cash and shares of Common Stock, at Merit’s election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted. In addition, Holders will have the right to require Merit to repurchase all or a part of their notes upon the occurrence of a “fundamental change” (as defined in the Indenture) in cash at a fundamental change repurchase price of 100 % of their principal amount plus accrued and unpaid interest up to, but excluding, the fundamental change repurchase date. On or after February 7, 2027, we may redeem for cash all or part of the Convertible Notes, at our option, if the last reported sales price of Common Stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related notice of the redemption. 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 In December 2023, in connection with the pricing of the Convertible Notes, Merit entered into privately negotiated capped call transactions (“Capped Call Transactions”) with certain of the initial purchasers and/or their respective affiliates and certain other financial institutions. The Capped Call Transactions cover, subject to customary anti-dilution adjustments, the number of shares of Common Stock initially underlying the Convertible Notes and are generally expected to reduce potential dilution to the Common Stock upon any conversion of Convertible Notes and/or offset any cash payments Merit is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap, based on a cap price initially equal to approximately $ 114.68 per share of Common Stock, subject to certain adjustments under the terms of the Capped Call Transactions. The cost of the Capped Call Transactions was approximately $ 66.5 million. The Capped Call Transactions do not meet the criteria for separate accounting as a derivative as they are indexed to the Common Stock. The premiums paid for the Capped Call Transactions have been included as a net reduction to Common Stock within stockholders' equity. ​ ​ 9. Derivatives. General. Our earnings and cash flows are subject to fluctuations due to changes in interest rates and foreign currency exchange rates, and we seek to mitigate a portion of the risks attributable to those fluctuations by entering into derivative contracts. The derivative instruments we use are foreign currency forward contracts. We recognize derivative instruments as either assets or liabilities at fair value in the accompanying consolidated balance sheets, regardless of whether hedge accounting is applied. We report cash flows arising from our hedging instruments consistent with the classification of cash flows from the underlying hedged items. Accordingly, cash flows associated with our derivative contracts are classified as operating activities in the accompanying consolidated statements of cash flows. We formally document, designate and assess the effectiveness of transactions that receive hedge accounting treatment initially and on an ongoing basis. For qualifying hedges, the change in fair value is deferred in accumulated other comprehensive income, a component of stockholders’ equity in the accompanying consolidated balance sheets, and recognized in earnings at the same time the hedged item affects earnings. Changes in the fair value of derivative instruments not designated as hedging instruments are recorded in earnings throughout the term of the derivative. 21 Table of Contents Foreign Currency Risk. We operate on a global basis and are exposed to the risk that our financial condition, results of operations, and cash flows could be adversely affected by changes in foreign currency exchange rates. To reduce the potential effects of foreign currency exchange rate movements on net earnings, we enter into derivative financial instruments in the form of foreign currency exchange forward contracts with major financial institutions. Our policy is to enter into foreign currency derivative contracts with maturities of up to two years . We are exposed to foreign currency exchange rate risk with respect to transactions and balances denominated in various currencies, with our most significant exposure related to transactions and balances denominated in Chinese Renminbi and Euros, among others. We do not use derivative financial instruments for trading or speculative purposes. We do not believe we are subject to any credit risk contingent features related to our derivative contracts, and we seek to manage counterparty risk by allocating derivative contracts among several major financial institutions. Derivatives Designated as Cash Flow Hedges For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative instrument is temporarily reported as a component of other comprehensive income and then reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. We entered into forward contracts on various foreign currencies to manage the risk associated with forecasted exchange rates which impact revenues, cost of sales, and operating expenses in various international markets. The objective of the forward contracts is to reduce the variability of cash flows associated with the forecasted purchase or sale of the foreign currencies. As of 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 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 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. The fair value of derivative instruments on a gross basis was as follows on the dates indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value of Derivative Instruments Designated as Hedging Instruments Balance Sheet Location ​ ​ ​ June 30, 2026 ​ ​ ​ December 31, 2025 Assets ​ ​ ​ ​ ​ Foreign currency forward contracts Prepaid expenses and other assets ​ $ 3,445 ​ $ 3,555 Foreign currency forward contracts Other assets (long-term) ​ ​ 352 ​ 663 ​ ​ ​ ​ ​ ​ ​ ​ ​ (Liabilities) ​ ​ ​ ​ ​ Foreign currency forward contracts Accrued expenses ​ ( 2,082 ) ​ ( 2,183 ) Foreign currency forward contracts Other long-term obligations ​ ( 168 ) ​ ( 424 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value of Derivative Instruments Not Designated as Hedging Instruments Balance Sheet Location ​ ​ ​ June 30, 2026 ​ ​ ​ December 31, 2025 Assets ​ ​ ​ ​ ​ Foreign currency forward contracts Prepaid expenses and other assets ​ $ 2,147 ​ $ 1,390 ​ ​ ​ ​ ​ ​ ​ ​ ​ (Liabilities) ​ ​ ​ ​ ​ Foreign currency forward contracts Accrued expenses ​ ( 1,967 ) ​ ( 1,620 ) ​ 22 Table of Contents Income Statement Presentation of Derivative Instruments. Derivative Instruments Designated as Cash Flow Hedges Derivative instruments designated as cash flow hedges had the following effects, before income taxes, on other comprehensive income (“OCI”), accumulated other comprehensive income (“AOCI”), and net earnings in our consolidated statements of income, consolidated statements of comprehensive income and consolidated balance sheets (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount of Gain/(Loss) ​ ​ ​ Consolidated Statements ​ Amount of Gain/(Loss) ​ ​ Recognized in OCI ​ ​ ​ of Income ​ Reclassified from AOCI ​ ​ Three Months Ended June 30, ​ ​ Three Months Ended June 30, ​ Three Months Ended June 30, Derivative instrument ​ ​ ​ 2026 2025 ​ ​ ​ Location in statements of income ​ ​ ​ 2026 ​ ​ 2025 ​ 2026 ​ ​ 2025 Foreign currency forward contracts ​ $ 732 ​ $ ( 1,396 ) ​ Revenue ​ $ 418,843 ​ $ 382,462 ​ $ ( 643 ) ​ $ 509 ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales ​ ( 203,677 ) ​ ( 197,975 ) ​ 1,040 ​ ( 242 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount of Gain/(Loss) ​ ​ Consolidated Statements ​ Amount of Gain/(Loss) ​ ​ ​ Recognized in OCI ​ ​ of Income ​ Reclassified from AOCI ​ ​ ​ Six Months Ended June 30, ​ ​ Six Months Ended June 30, ​ Six Months Ended June 30, ​ ​ ​ Derivative instrument ​ ​ ​ 2026 2025 ​ ​ ​ Location in statements of income ​ ​ ​ 2026 ​ 2025 ​ 2026 2025 Foreign currency forward contracts ​ $ 590 ​ $ ( 3,293 ) ​ Revenue ​ $ 800,720 ​ $ 737,813 ​ $ ( 1,160 ) ​ $ 1,530 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales ​ ( 400,757 ) ​ ( 381,306 ) ​ 1,955 ​ ( 774 ) ​ ​ 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 June 30, ​ ​ ​ Six Months Ended June 30, Derivative Instrument Location in statements of income 2026 2025 2026 2025 Foreign currency forward contracts Other income (expense) — net ​ $ ( 1,753 ) ​ $ 1,340 ​ $ ( 3,441 ) ​ $ 1,182 ​ ​ 10. Commitments and Contingencies. Litigation. In the ordinary course of business, we are involved in various claims and litigation matters. These proceedings, actions and claims may involve product liability, intellectual property, contract disputes, employment, governmental inquiries or other matters. These matters generally involve inherent uncertainties and often require prolonged periods of time to resolve. In certain proceedings, the claimants may seek damages as well as other compensatory and equitable relief that could result in the payment of significant claims and settlements and/or the imposition of injunctions or other equitable relief. For legal matters for which our management had sufficient information to reasonably estimate our future obligations, a liability representing management’s best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within the range is not known, is recorded. The estimates are based on consultation with legal counsel, previous settlement experience and settlement strategies. If actual outcomes are less favorable than those estimated by management, additional expense may be incurred, which could unfavorably affect our financial position, results of operations and cash flows. The ultimate cost to us with respect to actions and claims could be materially different than the amount of the current estimates and accruals and could have a material adverse effect on our financial position, results of operations and cash flows. Unless included in our legal accrual, we are unable to estimate a reasonably possible loss or range of loss associated with any individual material legal proceeding. Legal costs for these matters, such as outside counsel fees and expenses, are charged to expense in the period incurred. 23 Table of Contents In management's opinion, based on its examination of these matters, its experience to date and discussions with counsel, we are not currently involved in any legal proceedings which, individually or in the aggregate, could have a material adverse effect on our financial position, results of operations or cash flows. Our management regularly assesses the risks of legal proceedings in which we are involved, and management’s view of these matters may change in the future. 11. Earnings Per Common Share (EPS). The computation of weighted average shares outstanding and the basic and diluted earnings per common share for the three and 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 ​ ​ June 30, ​ June 30, ​ ​ 2026 ​ 2025 ​ 2026 ​ 2025 Net income ​ $ 38,803 ​ $ 32,581 ​ $ 79,798 ​ $ 62,728 Average common shares outstanding ​ 59,679 ​ 59,140 ​ 59,595 ​ 59,019 Basic EPS ​ $ 0.65 ​ $ 0.55 ​ $ 1.34 ​ $ 1.06 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average common shares outstanding ​ ​ 59,679 ​ ​ 59,140 ​ ​ 59,595 ​ ​ 59,019 Effect of dilutive stock awards ​ ​ 327 ​ ​ 751 ​ ​ 415 ​ ​ 884 Effect of dilutive convertible notes ​ ​ — ​ ​ 720 ​ ​ — ​ ​ 1,042 Total potential shares outstanding ​ ​ 60,006 ​ ​ 60,611 ​ ​ 60,010 ​ ​ 60,945 Diluted EPS ​ $ 0.65 ​ $ 0.54 ​ $ 1.33 ​ $ 1.03 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity awards excluded as the impact was anti-dilutive (1) ​ ​ 1,517 ​ ​ 245 ​ ​ 1,060 ​ ​ 165 (1) Does not reflect the impact of incremental repurchases under the treasury stock method. Convertible Notes For our Convertible Notes, the dilutive effect has been calculated using the if-converted method. Upon surrender of the Convertible Notes for conversion, Merit will pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at Merit’s election, in respect of the remainder, if any, of Merit’s conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted. Under the if-converted method, we include the number of shares required to satisfy the remaining conversion obligation, assuming all the Convertible Notes were converted. The convertible notes only have an impact on diluted earnings per share when the average share price of our Common Stock exceeds the conversion price of $ 86.83 . The average closing price of the Common Stock for the three and six-month periods ended June 30, 2026 and 2025, respectively, was used as the basis for determining the dilutive effect on EPS. ​ 12. Stock-Based Compensation Expense. 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 ​ ​ June 30, ​ June 30, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 Cost of sales ​ $ 727 ​ $ 645 ​ $ 1,368 ​ $ 1,273 Research and development ​ 718 ​ ​ 685 ​ 1,298 ​ ​ 1,354 Selling, general and administrative ​ 11,470 ​ ​ 9,543 ​ 19,210 ​ ​ 17,324 Stock-based compensation expense before taxes ​ $ 12,915 ​ $ 10,873 ​ $ 21,876 ​ $ 19,951 ​ We recognize stock-based compensation expense (net of a forfeiture rate), for those awards which are expected to vest, on a straight-line basis over the requisite service period. We estimate the forfeiture rate based on our historical experience and expectations about future forfeitures. 24 Table of Contents Nonqualified Stock Options 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 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. The actual number of shares of Common Stock issuable at the end of the performance periods is based upon Company performance towards specified financial performance targets and relative total shareholder return as compared to the Russell 2000 Index (“rTSR”), all as more specifically set forth in the Performance Stock Unit award agreements. We use Monte-Carlo simulations to estimate the grant-date fair value of the Performance Stock Units linked to total shareholder return. The fair value of each performance stock unit was estimated as of the grant date using the following assumptions for awards granted in the periods indicated below: ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ June 30, ​ ​ 2026 ​ 2025 Risk-free interest rate ​ ​ ​ 3.5 % - 3.8 % ​ 4.0 % Performance period 2.8 years 2.8 years Expected dividend yield — — Expected price volatility 28.5 % - 28.7 % ​ 28.0 % ​ The risk-free interest rate of return was determined using the U.S. Treasury rate at the time of grant with a term equal to the expected term of the award. The expected volatility was based on the weighted average volatility of our stock price and the average volatility of our compensation peer group's stock price. The expected dividend yield was assumed to be zero because, at the time of the grant, we had no plans to declare a dividend. Compensation expense is recognized using the grant-date fair value for the number of shares that are likely to be awarded based on the performance metrics. Each reporting period, this probability assessment is updated, and cumulative adjustments are recorded based on the financial performance metrics expected to be achieved. At the end of the performance period, cumulative expense is calculated based on the actual performance metrics achieved. As of 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 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. 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 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. 25 Table of Contents Restricted Stock Units 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 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. ​ ​ 13. Segment Reporting. 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. 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, 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. 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. 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 ​ Six Months Ended ​ ​ June 30, ​ June 30, ​ ​ 2026 ​ 2025 ​ 2026 ​ 2025 Net sales $ 418,843 $ 382,462 $ 800,720 $ 737,813 Cost of sales standard (1) ​ ​ 158,509 ​ ​ 152,052 ​ ​ 305,525 ​ ​ 294,856 Cost of sales other (2) ​ 45,168 ​ 45,923 ​ 95,232 ​ 86,450 Selling and marketing expenses ​ 75,182 ​ 65,771 ​ 149,139 ​ 130,700 General and administrative expenses ​ ​ 54,047 ​ ​ 47,326 ​ ​ 98,300 ​ ​ 89,883 Research and development expenses ​ ​ 25,389 ​ ​ 24,367 ​ ​ 47,998 ​ ​ 46,845 Other operating expenses (3) ​ ​ 145 ​ ​ 143 ​ ​ ( 34 ) ​ ​ 1,166 Other (income) expense — net ​ ​ 9,089 ​ ​ 3,501 ​ ​ ( 300 ) ​ ​ 6,576 Income tax expense ​ ​ 12,511 ​ ​ 10,798 ​ ​ 25,062 ​ ​ 18,609 Net income ​ $ 38,803 ​ $ 32,581 ​ $ 79,798 ​ $ 62,728 (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 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. ​ 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. ​ ​ 26 Table of Contents 14. Fair Value Measurements. Assets (Liabilities) Measured at Fair Value on a Recurring Basis Our financial assets and (liabilities) carried at fair value and measured on a recurring basis as of June 30, 2026 and December 31, 2025 consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements Using ​ ​ Total Fair ​ Quoted prices in ​ Significant other ​ Significant ​ ​ Value at ​ active markets ​ observable inputs ​ unobservable inputs ​ ​ ​ ​ June 30, 2026 ​ ​ ​ (Level 1) ​ ​ ​ (Level 2) ​ ​ ​ (Level 3) Money market funds (1) ​ $ 31,840 ​ $ 31,840 ​ $ — ​ $ — United States treasury debt securities (2) ​ ​ 4,310 ​ ​ 4,310 ​ ​ — ​ ​ — Foreign currency contract assets, current and long-term (3) ​ ​ 5,944 ​ ​ — ​ ​ 5,944 ​ ​ — Foreign currency contract liabilities, current and long-term (4) ​ ​ ( 4,217 ) ​ ​ — ​ ​ ( 4,217 ) ​ ​ — Contingent consideration liabilities (5) ​ ​ ( 1,385 ) ​ ​ — ​ ​ — ​ ​ ( 1,385 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements Using ​ ​ Total Fair ​ Quoted prices in ​ Significant other ​ Significant ​ ​ Value at ​ active markets ​ observable inputs ​ unobservable inputs ​ ​ ​ ​ December 31, 2025 ​ ​ ​ (Level 1) ​ ​ ​ (Level 2) ​ ​ ​ (Level 3) Money market funds (1) ​ $ 31,285 ​ $ 31,285 ​ $ — ​ $ — United States treasury debt securities (2) ​ ​ 5,230 ​ ​ 5,230 ​ ​ — ​ ​ — Foreign currency contract assets, current and long-term (3) ​ ​ 5,608 ​ ​ — ​ ​ 5,608 ​ ​ — Foreign currency contract liabilities, current and long-term (4) ​ ​ ( 4,227 ) ​ ​ — ​ ​ ( 4,227 ) ​ ​ — Contingent consideration liabilities (5) ​ ​ ( 4,537 ) ​ ​ — ​ ​ — ​ ​ ( 4,537 ) (1) Our money market fund represents a bank-managed money market fund which permits daily redemptions. Amounts in the fund are recorded as cash equivalents in the consolidated balance sheets. (2) The fair value of U.S. treasury debt securities are determined using quoted prices for identical assets in active markets and is recorded as cash and cash equivalents in the consolidated balance sheets. (3) The fair value of the foreign currency contract assets (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as a prepaid expense and other current asset or other long-term asset in the consolidated balance sheets. (4) The fair value of the foreign currency contract liabilities (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as 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. 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 $ 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. We recognize or disclose the fair value of certain assets, such as non-financial assets, primarily property and equipment, right-of-use operating lease assets, equity investments, intangible assets and goodwill in connection with impairment evaluations. Such assets are reported at carrying value and are not subject to recurring fair value measurements. We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Fair value is generally determined based on discounted future cash flow. All our nonrecurring valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy. 27 Table of Contents 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; 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 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 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 $ 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 and six-month periods ended June 30, 2026 and 2025 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ June 30, ​ June 30, ​ ​ 2026 ​ ​ ​ 2025 ​ 2026 ​ ​ ​ 2025 Beginning balance ​ $ 2,536 ​ $ 1,634 ​ $ 2,625 ​ $ 1,366 Provision for credit loss expense ​ ​ 694 ​ ​ 741 ​ ​ 605 ​ ​ 1,009 Ending balance ​ $ 3,230 ​ $ 2,375 ​ $ 3,230 ​ $ 2,375 ​ ​ 28 Table of Contents 15. Accumulated Other Comprehensive Income (Loss). 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 ​ ​ ​ Total Balance as of April 1, 2026 $ 1,375 ​ $ ( 8,943 ) ​ $ ( 7,568 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss) 732 ​ ​ ( 545 ) ​ ​ 187 Income taxes ( 79 ) ​ ​ ( 59 ) ​ ​ ( 138 ) Reclassifications to: ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ 643 ​ ​ ​ ​ ​ 643 Cost of sales ​ ( 1,040 ) ​ ​ ​ ​ ​ ( 1,040 ) Net other comprehensive income (loss) ​ 256 ​ ​ ( 604 ) ​ ​ ( 348 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of June 30, 2026 $ 1,631 ​ $ ( 9,547 ) ​ $ ( 7,916 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash Flow Hedges ​ ​ ​ Foreign Currency Translation ​ ​ ​ Total Balance as of January 1, 2026 $ 1,788 ​ $ ( 5,424 ) ​ $ ( 3,636 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss) 590 ​ ​ ( 4,889 ) ​ ​ ( 4,299 ) Income taxes 48 ​ ​ 766 ​ ​ 814 Reclassifications to: ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ 1,160 ​ ​ ​ ​ ​ 1,160 Cost of sales ​ ( 1,955 ) ​ ​ ​ ​ ​ ( 1,955 ) Net other comprehensive loss ​ ( 157 ) ​ ​ ( 4,123 ) ​ ​ ( 4,280 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of June 30, 2026 $ 1,631 ​ $ ( 9,547 ) ​ $ ( 7,916 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash Flow Hedges ​ ​ ​ Foreign Currency Translation ​ ​ ​ Total Balance as of April 1, 2025 $ 942 ​ $ ( 16,318 ) ​ $ ( 15,376 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive (loss) income ( 1,396 ) ​ ​ 13,200 ​ ​ 11,804 Income taxes 393 ​ ​ ( 1,616 ) ​ ​ ( 1,223 ) Reclassifications to: ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ ( 509 ) ​ ​ ​ ​ ​ ( 509 ) Cost of sales ​ 242 ​ ​ ​ ​ ​ 242 Net other comprehensive (loss) income ​ ( 1,270 ) ​ ​ 11,584 ​ ​ 10,314 ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of June 30, 2025 $ ( 328 ) ​ $ ( 4,734 ) ​ $ ( 5,062 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash Flow Hedges ​ ​ ​ Foreign Currency Translation ​ ​ ​ Total Balance as of January 1, 2025 $ 2,765 ​ $ ( 22,166 ) ​ $ ( 19,401 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive (loss) income ( 3,293 ) ​ ​ 19,054 ​ ​ 15,761 Income taxes 956 ​ ​ ( 1,622 ) ​ ​ ( 666 ) Reclassifications to: ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ ( 1,530 ) ​ ​ ​ ​ ​ ( 1,530 ) Cost of sales ​ 774 ​ ​ ​ ​ ​ 774 Net other comprehensive (loss) income ​ ( 3,093 ) ​ ​ 17,432 ​ ​ 14,339 ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of June 30, 2025 $ ( 328 ) ​ $ ( 4,734 ) ​ $ ( 5,062 ) ​ ​ ​ 29 Table of Contents ​