Item 5. Other Information
ITEM 5. OTHER INFORMATION
(a) On July 27, 2026, we executed a First Amendment to the Merit Medical Systems, Inc. 2026 Equity Incentive Plan (the “Plan Amendment”), which modifies the Merit Medical Systems, Inc. 2026 Equity Incentive Plan (the “Plan”). Under the Plan, acceleration of vesting is generally not permitted unless (i) a change of control has occurred, and (ii) a “Qualifying Termination” has occurred. The original definition of “Qualifying Termination” was specific to employees. The effect of the Plan Amendment is to expand the definition of “Qualifying Termination” to address events that would constitute a “Qualifying Termination” for non-employee directors and consultants. This summary is qualified by the Plan Amendment, which is incorporated herein by reference and filed as Exhibit 10.2 to this Report.
(c) On May 26, 2026 , Raul Parra , our Chief Financial Officer and Treasurer, adopted a trading arrangement (the “Parra Rule 10b5-1 Trading Plan”) for the sale of Common Stock that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). The Parra Rule 10b5-1 Trading Plan provides for the sale of up to 50,646 shares of Common Stock issued or issuable under the terms of certain stock options and performance share awards granted to Mr. Parra by Merit. The Parra Rule 10b5-1 Trading Plan will terminate on May 26, 2028 , unless terminated earlier pursuant to the terms of the Parra Rule 10b5-1 Trading Plan.
On May 21, 2026 , Brian G. Lloyd , our Chief Legal Officer and Corporate Secretary, adopted a trading arrangement (the “Lloyd Rule 10b5-1 Trading Plan”) for the sale of Common Stock that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). The Lloyd Rule 10b5-1 Trading Plan provides for the sale of up to 16,722 shares of Common Stock issuable under the terms of certain stock options granted to Mr. Lloyd by Merit. The Lloyd Rule 10b5-1 Trading Plan will terminate on February 26, 2027 , unless terminated earlier pursuant to the terms of the Lloyd Rule 10b5-1 Trading Plan.
Other than with respect to the Parra Rule 10b5-1 Trading Plan and the Lloyd Rule 10b5-1 Trading Plan, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K, during the three-month period ended June 30, 2026.
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ITEM 6. EXHIBITS
Incorporated by Reference
Exhibit No.
Description
Form
Exhibit
Filing Date
3.1
Second Amended and Restated Articles of Incorporation.*
10-Q
3.1
August 9, 2018
3.2
Fifth Amended and Restated Bylaws of Merit Medical Systems, Inc.*
8-K
3.1
May 19, 2026
10.1
Merit Medical Systems, Inc. 2026 Equity Incentive Plan†*
S-8
99.1
May 15, 2026
10.2
First Amendment to the Merit Medical Systems, Inc. 2026 Equity Incentive Plan†
—
—
—
10.3
Merit Medical Systems, Inc. 2026 Employee Stock Purchase Plan†*
8-K
10.2
May 19, 2026
10.4
Form of Restricted Stock Unit Award Agreement for Directors†*
8-K
10.3
May 19, 2026
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
—
—
—
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
—
—
—
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
—
—
—
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
—
—
—
101
The following financial information from the quarterly report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) related Condensed Notes to the Unaudited Consolidated Financial Statements, tagged in detail.
—
—
—
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
—
—
—
* These exhibits are incorporated herein by reference.
† Indicates management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MERIT MEDICAL SYSTEMS, INC.
Date: July 30, 2026
By:
/s/ MARTHA G. ARONSON
Martha G. Aronson
Chief Executive Officer and President
Date: July 30, 2026
By:
/s/ RAUL PARRA
Raul Parra
Chief Financial Officer and Treasurer
44
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.