What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-12 compared with 2025-11-14 · 208 added, 330 removed, 60 unchanged (90% of the section changed)

6 unchanged sentences

Currencies in this report are denoted as $ or USD = U.S.

A$ or AUD = Australia Dollars;

AUD = Australia Dollars;

£ or GBP = UK Pound Sterling;

2 unchanged sentences

Analysis of Results of Operations

Income statement results in 3Q and 9M 2025 compared to the same periods of 2024 were as follows:

Income statement results in the first quarter (1Q) of 2026 compared to 1Q 2025 were as follows:

Operating Income

Income Before Tax

Net Income (NI)

Earnings per Diluted Share (EPS)

UTMD’s 3Q 2025 financial performance was unusually affected by foreign trade events:

i.e., the cancellation or possible delay of “non-changeable/non-cancellable orders” by two outside the U.S.

(OUS) distributors.

Payment terms for these distributors in the past have been full payment prior to shipment of ordered devices in order to eliminate risk of uncollectible receivables.

So, non-prepayment as a practical matter canceled or changed the previously agreed upon non-changeable/non-cancellable orders.

As a result, UTMD lost $976 in 3Q 2025 shipments and $581 in 3Q 2025 revenues.

The lower loss of revenues was due to a EUR 360 cancellation fee invoiced UTMD’s China distributor for Ireland finished goods, work-in-process and custom raw materials which cannot be used for other customers.

However, since it appears that the China distributor’s silence may leave UTMD holding the bag on inventory produced and/or acquired in good faith to complete the cancelled 2025 annual order, in order to report financial results conservatively, UTMD reserved an additional $395 in 3Q 2025 bad debt expense (G&A expense category) which reduced 3Q 2025 operating income by that amount.

Although UTMD has enjoyed supplying its devices to the China distributor for more than two decades, if the cancellation fee is not paid, it is unlikely that there will be a future business relationship.

In quick summary, an unexpected loss of $581 in revenues (which helped reduce Ireland’s gross profit margin by lower absorption of fixed manufacturing overhead expense), and an additional $395 reduction in operating income (from bad debt reserve) occurred in 3Q 2025.

In total, Worldwide (WW) consolidated sales in 3Q 2025 were $193 lower than in 3Q 2024, and were 2,270 lower in year-to-date (9M) 2025 compared to 9M 2024.

Sales to UTMD’s China distributor noted above were $395 (cancellation fee) in 3Q 2025 compared to $781 in 3Q 2024, and $2,054 in 9M 2025 compared to $2,368 in 9M 2024.

The negative sales trend from UTMD’s previous major OEM customer, PendoTECH, continued in 3Q 2025 but has almost bottomed out.

Sales to PendoTECH WW were $96 in 3Q 2025 compared to $290 in 3Q 2024, and $360 in 9M 2025 compared to $2,346 in 9M 2024.

In other words, sales to those two customers were $581 lower in 3Q 2025 compared to 3Q 2024, and $2,300 lower in 9M 2025 compared to 9M 2024, exceeding the aggregate change in UTMD’s applicable period revenues.

Sales invoiced in foreign currencies represented 29% of total WW consolidated 3Q 2025 sales (when expressed in USD) and 30% of 9M 2025 total WW consolidated sales.

Constant currency sales, U.S.

dollar sales using the same foreign currency exchange (FX) rates as in the prior year’s same periods, were $114 higher in 3Q 2025 as a result of a stronger EUR and GBP compared to 3Q 2024, and $244 higher for 9M 2025.

Profit margins in 3Q and 9M 2025 compared to 3Q and 9M 2024 follow:

Gross Profit Margin (GP/ sales):

Operating Income Margin (OI/ sales):

EBT Margin (EBT/ sales):

Net Income Margin (NI/ sales):

EBT = Income Before Taxes = (Operating Income + Non-Operating Income)

In 3Q and 9M 2025, UTMD’s GP Margin (GPM) was reduced by planned higher manufacturing overhead costs with lower absorption as a result of lower sales.

Compared to the prior year, Operating Income margins in 2025 declined as a result of a lower GPM combined with higher operating expenses and lower sales.

Excluding litigation expenses and non-cash amortization expense for the amortization of identifiable intangible assets (IIA) resulting from UTMD’s 2011 purchase of Femcare, both of which are included in General & Administrative (G&A) expenses, the following table compares consolidated WW Operating Expenses for 3Q 2025 and 9M 2025 with the same periods in 2024:

WW Operating Expense*

Expense [000 $]

Percent of Revenues

*Excluding litigation expense and UK IIA amortization expense

The major difference in the table above was a $395 3Q 2025 charge to UTMD’s bad debt reserve for cancellation fees invoiced UTMD’s China distributor for cancelling a noncancellable order in 3Q 2025 for which UTMD had already incurred substantial costs.

In addition, a stronger EUR and GBP, converting OUS subsidiary foreign currency operating expenses, added $28 to 3Q 2025 operating expenses and $68 to 9M 2025 operating expenses relative to what those expenses would have been using the 2024 periods’ foreign currency exchange (FX) rates.

Litigation Expense

Expense [000 $]

Percent of Revenues

UK IIA Amort Expense

Expense [000 GBP]

Expense [000 $]

Percent of Revenues

The same GBP IIA amortization expenses in both years’ periods, but a greater dilution in the 2025 periods’ Operating Income margin due to a stronger GBP and lower revenues.

EBT in 2025 compared to 2024 was lower because of the lower Operating Income combined with lower Non-operating Income.

With lower interest rates on lower cash balances due to share repurchases in 2025, non-operating income was $698 in 3Q 2025 compared to $836 in 3Q 2024, and $2,043 in 9M 2025 compared to $2,524 in 9M 2024.

Net Income margins were further reduced by higher income tax provision rates in 2025 relative to 2024.

Earnings Per Share (EPS) in 3Q 2025 were only 20% lower than in 3Q 2024 when Net Income was 26% lower, and only 13% lower in 9M 2025 than in 9M 2024 when Net Income was 21% lower, due to share repurchases.

Additional income statement details are provided later in this report.

UTMD’s September 30, 2025 Balance Sheet was stronger than at the end of 2024 with a higher current ratio, lower total liabilities and higher stockholders’ equity, despite the lower sales and earnings, 9M 2025 cash payments of $3,006 in dividends to stockholders and use of $7,361 to repurchase UTMD shares.

The 3Q 2025 ending share price increased $1.50 (+2.4%) from the end of 2024.

Foreign currency exchange (FX) rates for Balance Sheet purposes are the applicable rates at the end of each reporting period.

The FX rates from the applicable foreign currency to USD for assets and liabilities at the end of 3Q 2025 compared to the end of calendar year 2024 and the end of 3Q 2024 follow:

b) Revenues (sales)

Earnings per Share (diluted)

Profit margins in 1Q 2026 compared to 1Q 2025 follow:

Gross Profit Margin (Gross Profit/ sales):

Operating Income Margin (Operating Income/ sales):

EBT Margin (Profits before Income Taxes/ sales):

Net Income Margin (Profit after Taxes/ sales):

Consolidated sales in 1Q 2026 were $987 lower than in 1Q 2025.

As expected and previously reported, UTMD did not have any 1Q 2026 sales to its previous largest medical device distributor of blood pressure monitoring kits in China, or to its previous OEM customer, PendoTECH.

The combined sales to those two entities in 1Q 2025 were $857, representing 87% of the lower 1Q 2026 sales.

Although overall domestic sales were about the same in both 1Q 2026 and 2025, sales outside the U.S.

(OUS) excluding the China distributor were another $176 lower, due to lower Filshie Clip System sales OUS.

Using the same foreign currency exchange (FX) rates for sales not invoiced in USD, i.e.

in “constant currency” terms, OUS sales would have been an additional $169 lower because of a weaker USD.

FX rates for income statement purposes are transaction-weighted averages.

The average FX rates from the applicable foreign currency to USD during 1Q 2026 and 1Q 2025 follow:

UTMD’s 1Q 2026 Gross Profit at $5,282 was $256 lower than 1Q 2025 Gross Profit of $5,538.

The 4.6% lower Gross Profit was less than the 10.2% decline in sales as a result of a more favorable product mix and a yearly one-time adjustment to standard costs which increased inventory value.

Historically, sales to UTMD’s largest OUS distributor in China had a significantly lower Gross Profit Margin (GPM), Gross Profit/Revenues, than UTMD’s

Although manufacturing overhead costs were higher, which should lower the GPM when sales are lower, UTMD continues to effectively manage its variable manufacturing expenses.

Consolidated worldwide (WW) Operating Income, which is Gross Profit less Operating Expense (OE), in 1Q 2026 at $2,565 (29.4% of sales) was $588 lower than 1Q 2025 Operating Income of $3,154 (32.5% of sales).

Operating Income was $332 lower in addition to the $256 lower Gross Profit, due to $127 higher litigation expenses, $147 higher employee health care costs in U.S.

General and Administrative (G&A) expense and $65 higher same foreign currency exchange rate of OUS OE due to a weaker USD.

In the aggregate, the components of WW OE in USD terms were Product Development (R&D) expenses about the same, Sales & Marketing (S&M) expenses $19 higher and G&A expenses $314 higher than in 1Q 2025, respectively.

Income Before Tax (EBT) declined more than the $588 lower Operating Income because net non-operating income (NOI) in 1Q 2026 was just $617 compared to $705 in 1Q 2025.

The lower NOI was due to lower interest earned on cash balances.

Combining the $588 lower Operating Income with the about $89 lower NOI yielded 1Q 2026 EBT $677 (17.5%) lower than in 1Q 2025.

UTMD’s EBT Margin (EBT/sales) was 36.5% in 1Q 2026 compared to 39.7% in 1Q 2025.

UTMD’s consolidated income tax provision rate in 1Q 2026 was 18.2% compared to 21.2% in 1Q 2025.

An EBT mix difference among subsidiary sovereignties caused the provision rate difference.

The basic corporate income tax rate for the U.S.

(including Utah state income tax) is 25.45% and for Ireland on EBT from exports is 12.5%.

The lower income tax provision rate offset the 17.5% lower EBT, resulting in 1Q 2026 Net Income that was 14.4% lower than in 1Q 2025.

Fewer outstanding shares as a result of UTMD’s share repurchases further reduced the decline in 1Q 2026 earnings per share (EPS), which is Net Income/diluted number of outstanding shares, to be just 11.0% lower than in 1Q 2025.

During the four calendar quarters following the end of 1Q 2025, UTMD repurchased 96,864 of its shares in the open market.

There was no dilution from outstanding employee stock options for purposes of calculating diluted EPS in either 1Q 2026 or 1Q 2025.

In income statement summary, with revenues declining 10.5% in 1Q 2026 compared to 1Q 2025, EPS declined 11.0%.

UTMD’s March 31, 2026 Balance Sheet, in the absence of debt, remained strong.

After using $9.5 million in cash during the most recent twelve-month period to make share repurchases, pay stockholder dividends and purchase new equipment, UTMD’s March 31, 2026 cash equivalent balances were $4.1 million higher than at March 31, 2025.

Ending 1Q 2026 cash equivalent balances were about $1.7 million higher than three months earlier at December 31, 2025.

Stockholders’ Equity at $120.4 million improved $1.1 million at the end of 1Q 2026 from three months earlier, despite the fact that dividends and share repurchases reduce Stockholders’ Equity.

FX rates for Balance Sheet purposes are the applicable rates at the end of each reporting period.

The FX rates from the applicable foreign currency to USD for assets and liabilities at the end of 1Q 2026 and the end of 1Q 2025 follow:

Terms of sale are established in advance of UTMD’s acceptance of customer orders.

For the U.S., Ireland, UK, France, Canada, Australia and New Zealand, UTMD generally accepts orders directly from and ships directly to end user clinical facilities, as well as third party medical/surgical distributors, under UTMD’s Standard Terms and Conditions (T&C) of Sale.

About 14% of UTMD’s domestic end user sales, excluding Filshie device sales, go through third party med/surg distributors which contract separately with clinical facilities to provide purchasing, storage and scheduled delivery functions for the applicable facility.

UTMD’s T&C of Sale to end user facilities are substantially the same for customers in the U.S.

and outside the U.S.

In the U.S., Ireland, UK, Canada, Australia and New Zealand, UTMD generally accepted orders directly from and shipped directly to end user clinical facilities, as well as third party medical/surgical distributors, under UTMD’s Standard Terms and Conditions (T&C) of Sale during both 1Q 2026 and 1Q 2025.

UTMD may have separate discounted pricing agreements with a specific clinical facility or group of affiliated facilities based on volume of purchases.

Pricing agreements which are documented arrangements with clinical facilities, or groups of affiliated facilities, if applicable, are established in advance of orders accepted or shipments made.

For existing customers, past actual shipment volumes typically determine the fixed price by part number for the next agreement period of one year or less.

For existing customers, past actual shipment volumes typically determine the fixed price by part number for the next agreement period of one year.

For new customers, the customer’s best estimate of volume is usually accepted by UTMD for determining the ensuing fixed prices for the agreement period.

Prices are not adjusted after an order is accepted.

For the sake of clarity, the separate pricing agreements with clinical facilities based on volume of purchases is not inconsistent with UTMD’s disclosure that the selling price is fixed prior to the acceptance of a specific customer order.

Total WW UTMD consolidated 3Q 2025 sales were $193 (1.9%) lower than in 3Q 2024.

WW constant currency sales were $307 (3.1%) lower.

domestic sales were 3.0% higher (without any FX impact), and outside the U.S.

(OUS) sales were 8.5% lower.

Without the benefit of a weaker USD in converting foreign currency sales, 3Q 2025 OUS sales were 11.1% lower.

Domestic U.S.

sales in 3Q 2025 were $172 higher at $5,859 compared to $5,687 in 3Q 2024 despite the $194 lower domestic sales to PendoTech.

Domestic sales are invoiced in USD and not subject to FX rate fluctuations.

The components of domestic sales include 1) “direct other device sales” of UTMD’s medical devices to user facilities (and med/surg stocking distributors for hospitals), excluding Filshie device sales, 2) “OEM sales” of components and other products manufactured by UTMD for other medical device and non-medical device companies, and 3) “direct Filshie device sales”.

UTMD separates Filshie device sales from other medical device sales direct to medical facilities because of their significance, and acquisition history.

Domestic direct other device sales, representing 69% of total domestic sales, were $290 (+7.7%) higher in 3Q 2025 than in 3Q 2024.

Domestic OEM sales, representing 11% of total domestic sales, were $285 (31.0%) lower, including the offsetting $194 lower PendoTECH OEM sales.

Direct Filshie device sales, representing 20% of total domestic sales, were $169 (+16.5%) higher in 3Q 2025 compared to 3Q 2024.

About half the increase in domestic Filshie sales was due to a 3Q 2025 price increase which was caused by U.S.

Filshie devices are manufactured in UTMD’s Ireland subsidiary and sold “intercompany”.

Prices on intercompany sales are set by comparable third-party sales, i.e.

OUS distributors, in order to satisfy taxing authorities.

But intercompany sales are eliminated when UTMD sales are consolidated.

Unfortunately, the U.S.

government has recently set a 15% tariff on medical device imports from Ireland, which is a “top-line” excise tax on intercompany sales to the U.S.

from UTMD’s Ireland subsidiary, which substantially increases consolidated expenses without any impact on sales.

With the resulting approximate 50% decline in UTMD’s U.S.

Filshie distributor margin, the Company had to increase its prices to U.S.

medical facilities, which undoubtedly will be passed to patients, proving the unfavorable inflationary impact of tariffs on the regular private sector U.S.

OUS sales in 3Q 2025 were 8.5% lower at $3,953 compared to $4,318 in 3Q 2024.

The decrease in USD-denominated OUS sales was mitigated as a result of a weaker USD relative to the EUR and GBP, which added $114 to OUS sales that were invoiced in GBP, EUR, AUD and CAD foreign currencies in constant currency terms.

FX rates for income statement purposes are transaction-weighted averages.

The weighted-average FX rates from the applicable foreign currency to USD during 3Q 2025 and 3Q 2024 for revenue purposes follow:

The weighted average favorable FX rate difference impact on 3Q 2025 foreign currency OUS sales was 4.2%, increasing reported USD sales by $114 relative to the same foreign currency sales in 3Q 2024.

In constant currency terms, foreign currency sales in 3Q 2025 were 21.7% lower than in 3Q 2024.

The portion of OUS sales invoiced in foreign currencies in USD terms were 28.7% of total consolidated 3Q 2025 sales compared to 34.5% in 3Q 2024.

OUS sales invoiced in foreign currencies are due to direct end-user sales in Ireland, the UK, France, Canada, Australia and New Zealand, and to shipments to OUS distributors of products manufactured by UTMD subsidiaries in Ireland and the UK.

Export sales from the U.S.

to OUS distributors are invoiced in USD.

Direct to end-user foreign currency OUS 3Q 2025 sales in USD terms were 6.7% higher in Ireland, 16.3% lower in Canada, 30.5% lower in France, 18.7% lower in AUS/NZ and 0.1% higher in the UK than in 3Q 2024.

Aggregate sales to OUS distributors were $225 (8.3%) lower in 3Q 2025 than in 3Q 2024.

This included the two OUS distributors which postponed or cancelled $581 in non-changeable/ noncancellable shipments.

Total consolidated 9M 2025 UTMD WW consolidated sales were $2,271 (7.2%) lower than in 9M 2024.

Constant currency 9M 2025 sales were helped $244 (+0.8%) due to a generally weaker USD year-to-date.

For the sake of clarity, the

separate pricing agreements with clinical facilities based on volume of purchases disclosure is not inconsistent with UTMD’s disclosure that the selling price is fixed prior to the acceptance of a specific customer order.

Total consolidated 1Q 2026 UTMD revenues (sales) were $987 (10.2%) lower than in 1Q 2025.

Constant currency sales, which are foreign currency sales converted to USD at 1Q 2025 currency exchange rates, were $1,156 (11.9%) lower.

domestic sales were 0.4% lower, and OUS sales were 23.4% lower.

Domestic U.S.

sales in 9M 2025 were $17,308 compared to $17,709 in 9M 2024.

Direct other device sales, representing 69% of total domestic sales, were $1,072 (+9.8%) higher in 9M 2025 than in 9M 2024.

Domestic OEM sales, representing 11% of total domestic sales, were $1,706 (46.3%) lower.

The PendoTECH portion of domestic OEM sales were $1,985 (84.6%) lower.

In other words, 9M 2025 non-PendoTECH OEM sales were $279 higher.

Direct domestic Filshie device sales, representing 19% of total domestic sales, were $233 (+7.5%) higher in 9M 2025 compared to 9M 2024.

OUS sales in 9M 2025 were 13.3% lower at $12,167 compared to $14,036 in 9M 2024.

The decrease in 9M 2025 USD-denominated OUS sales was mitigated as a result of a weaker USD relative to the GBP and EUR which added a net $244 to OUS sales (constant currency terms) after the offsetting negative impact of a weaker AUD and CAD.

FX rates for income statement purposes are transaction-weighted averages.

The weighted-average FX rates from the applicable foreign currency to USD during 9M 2025 and 9M 2024 for revenue purposes follow:

The weighted-average favorable impact on 9M 2025 WW consolidated sales was 0.8%, increasing reported USD sales by $244 compared to using the same foreign currency exchange rates as in 9M 2024.

In constant currency terms, OUS sales in 9M 2025 were 15.1% lower than in 9M 2024.

The portion of OUS sales invoiced in foreign currencies in USD terms was 30.0% of total consolidated 9M 2025 sales compared to 33.5% in 9M 2024.

Direct to end-user foreign currency OUS 9M 2025 sales in USD terms were 17.2% lower in Ireland, 20.4% lower in Canada, 24.0% lower in France, 4.5% lower in the UK and 20.0% lower in AUS/NZ.

Sales to OUS distributors/OEM customers were 13.6% lower in 9M 2025 than in 9M 2024.

The 2025 decline in PendoTech OEM sales has been as expected in projections at the beginning of the year (about $2.3 million lower for the year).

But with the unexpected distributor cancellations experienced in 3Q 2025 and generally weaker OUS economic conditions, management now expects that total annual 2025 consolidated sales may be about 7% lower compared to 2024, instead of the beginning of year 5% projection.

UTMD segments sales into the following general product categories:

gynecology/ electrosurgery, labor & delivery, neonatal critical care, and miscellaneous including blood pressure monitoring kits and accessories as well as related OEM products.

In 3Q 2025 compared to 3Q 2024, WW gynecology/ electrosurgery sales were 3% lower, WW neonatal device sales were 27% higher, WW labor & delivery device sales were 1% lower and WW blood pressure monitoring and related OEM product sales were 23% lower.

In 9M 2025 compared to 9M 2024, WW gynecology/ electrosurgery device sales were 8% lower, WW labor & delivery device sales were about the same, WW neonatal device sales were 28% higher and WW blood pressure monitoring and related OEM product sales were 29% lower.

The following table provides USD sales amounts divided into general product categories for total sales and the subset of OUS sales:

Global revenues by product category :

Labor & Delivery

Domestic sales in 1Q 2026 were almost the same at $5,560 compared to $5,583 in 1Q 2025.

The components of domestic sales include 1) “direct sales” of UTMD’s medical devices to user facilities (and med/surg stocking distributors for hospitals), excluding Filshie device sales, 2) “OEM sales” of components and other products manufactured by UTMD for other medical device and non-medical device companies, and 3) “Filshie device sales”, manufactured by Femcare and distributed in the U.S.

1) Direct medical device sales, representing 61% of total domestic sales, were $503 (12.8%) lower in 1Q 2026 than in 1Q 2025.

Sales were lower in all product categories in what was hopefully just an abnormally weak demand quarter.

2) Total domestic OEM sales in 1Q 2026, representing 11% of all domestic sales, were $13 (2.1%) lower than in 1Q 2025, as the final $69 order backlog to PendoTECH was shipped in 1Q 2025.

3) Domestic Filshie device sales, representing 28% of all domestic sales, were $493 (+47.4%) higher in 1Q 2026 compared to 1Q 2025, which appears to be an abnormally high U.S.

medical facility demand quarter.

OUS sales in 1Q 2026 were $965 (23.4%) lower at $3,162 compared to $4,127 in 1Q 2025.

Sales to UTMD’s former distributor in China which were $789 in 1Q 2025 (and zero in 1Q 2026), which explains 82% of the $965 lower OUS sales.

Although Filshie device sales directly to medical facilities in Ireland and the UK were about the same in both periods, direct Filshie device sales to medical facilities in Canada, France and Australia were $230 lower.

OUS foreign currency sales actually benefited $169 from a weaker USD.

On a constant currency basis, 1Q 2026 OUS sales were $1,133 (27.5%) lower than in 1Q 2025.

OUS sales invoiced in foreign currencies in 1Q 2026 were $2,327, which was 74% of all OUS sales, and 27% of total 1Q 2026 UTMD consolidated sales.

Foreign currency OUS sales in 1Q 2025 were $2,944, which was 71% of all OUS sales and 30% of total 1Q 2025 UTMD consolidated sales.

The following table provides USD consolidated sales amounts divided into general product categories for total worldwide sales and the subset of OUS sales.

WW revenues (USD) by product category:

Gynecology/ Electrosurgery/ Urology

Blood Pressure Monitoring and Accessories*

OUS revenues by product category :

Labor & Delivery

OUS revenues (USD) by product category:

Gynecology/ Electrosurgery/ Urology

Blood Pressure Monitoring and Accessories*

*includes assemblies and molded components sold to OEM customers.

*includes molded components sold to OEM customers.

c) Gross Profit

Gross Profit results from subtracting the costs of manufacturing, quality assurance and receiving materials from suppliers from revenues.

UTMD’s Gross Profit was $198 (3.4%) lower in 3Q 2025 than in 3Q 2024, and $2,083 (11.1%) lower in 9M 2025 than in 9M 2024.

Manufacturing costs include U.S.

tariffs on imported components which were $78 in 3Q 2025, mostly due to importing Filshie devices from UTMD Ireland, compared to zero in 3Q 2024.

Tariffs in 9M 2025 were $94 compared to $15 in 9M 2024.

Those amounts do not include price increases on components purchased from U.S.

suppliers due to tariffs that they have to pay.

Given the Company’s strategy of vertical integration in a complex medical device industry, the relatively fixed manufacturing overhead costs of retaining critical management, engineering and quality assurance capabilities dominates the other more variable manufacturing costs of direct labor and materials.

UTMD’s 1Q 2026 Gross Profit was $256 (4.6%) lower in 1Q 2026 than in 1Q 2025, driven by 10.2% lower sales.

Gross Profit results from subtracting the costs of manufacturing products, including direct labor, raw materials and manufacturing overhead (MOH) expenses, from revenues.

MOH, which was higher due primarily to cost-of-living adjustments for employees, includes supervision, engineering, quality assurance, outside services, depreciation of manufacturing equipment, purchasing and freight for receiving raw materials from vendors.

Higher MOH expense with lower sales decreases the GPM.

Nevertheless, UTMD’s average GPM in 1Q 2026 was 60.6% compared to 57.0% in 1Q 2025.

Although the lack of low GPM sales to UTMD’s former China distributor helped to improve the average GPM, the margin increase was further leveraged by an annual standard cost adjustment after the end of

2025, which increased the book value of inventories.

As a side note, UTMD in the U.S.

distributes Filshie devices direct to U.S.

medical facilities, which are manufactured by its Ireland subsidiary.

Tariffs paid to the U.S.

government on Filshie devices purchased from UTMD’s own subsidiary “off the top” of intercompany sales were $108 higher in 1Q 2026 compared to 1Q 2025.

d) Operating Income

Operating Income results from subtracting Operating Expenses from Gross Profit.

Operating Income in 3Q 2025 was $2,611 compared to $3,343 in 3Q 2024, a 21.9% decline;

and was $8,961 in 9M 2025 compared to $10,664 in 9M 2024, a 16.0% decline.

Operating Expenses are comprised of Sales and Marketing (S&M) expenses, General and Administrative (G&A) expenses and Product Development (R&D) expenses.

The following table summarizes Operating Expenses in 3Q and 9M 2025 compared to the same periods in 2024 by Operating Expense (OE) category:

Changes in foreign currency exchange (FX) rates had a small impact on consolidated financial results in 2025.

The FX rate changes are noted in the revenues sections above.

A stronger EUR and GBP, offset somewhat by a slightly weaker AUD and CAD in 3Q 2025 helped increase OUS S&M expense by $3 and OUS G&A expense by $25, of which $19 was from the same GBP amortization of Femcare IIA in 3Q 2025 and 3Q 2024.

A stronger EUR and GBP offset by a weaker AUD and CAD in 9M 2025, increased OUS S&M expenses by $4 and OUS G&A expenses by $64, of which $46 was from the same GBP amortization of Femcare IIA in both 9M 2025 and 9M 2024.

Operating Income results from subtracting Operating Expenses (OE) from Gross Profit.

OE are comprised of G&A expenses, S&M expenses and R&D expenses.

Operating Income of $2,565 in 1Q 2026 was $588 (18.7%) lower than the $3,154 Operating Income in 1Q 2025.

Consolidated OE were $2,717 in 1Q 2026 (31.1% of sales) compared to $2,385 in 1Q 2025 (24.6% of sales).

The substantial $332 increase in 1Q 2026 OE came predominantly from a $314 increase in 1Q 2026 G&A expenses.

Consolidated G&A expenses were $2,044 (23.4% of sales) in 1Q 2026 compared to $1,730 (17.8% of sales) in 1Q 2025.

The $314 increase in G&A expenses came from three causes:

G&A employee health care cost, 2) litigation expense, and 3) the effect of a weaker USD when translating foreign currency subsidiary G&A expenses.

Net other G&A expenses were slightly lower.

1) UTMD in the U.S.

self-insures its health care plan, where costs are typically driven by a small portion of employees when a major claim occurs.

G&A heath care costs were $147 higher in 1Q 2026 than in 1Q 2025.

Although not predictable, UTMD expects the remainder of year 2026 experience should be more like 2025.

2) Although UTMD has now won 15 of 19 court case dismissals, a confluence of litigation deadlines in 1Q 2026 necessitated significant legal work in the remaining few.

Although litigation expense in 1Q 2026 was $127 higher than in 1Q 2025, UTMD continues to expect litigation expense for the 2026 year will be less than for the 2025 year.

This of course assumes that, as has been the experience so far, no case goes to trial.

3) Constant currency G&A expenses of foreign subsidiaries were $56 higher due to a weaker USD in 1Q 2026 compared to 1Q 2025.

A $29 portion of that $56 was due to translation of identifiable intangible asset (IIA) amortization expense resulting from the 2011 Femcare acquisition, which was completed in 1Q 2026.

As a side note, the 1Q 2026 IIA amortization expense, which will be zero in ensuing 2026 quarters, was $458.

S&M expenses were $519 (5.9% of sales) in 1Q 2026 compared to $500 (5.1% of sales) in 1Q 2025.

The change in FX rates increased 1Q 2026 OUS S&M expenses by $9.

The remaining increase was due to increases in S&M salaries.

Consequently, more than half of higher S&M expense percentage of sales was due to lower sales.

R&D expenses in 1Q 2026 were $154 (1.8% of sales) compared to $155 (1.6% of sales) in 1Q 2025.

There were no OUS R&D expenses.

S&M expenses in 3Q 2025 were up $79 mainly as a result of increased health plan expenses in the U.S.

and higher fees charged by U.S.

national distributors.

S&M expenses in 9M 2025 were $145 higher for the same reasons, plus as a result of a lower recovery of freight costs to customers.

Headcount and salaries did not appreciably increase.

R&D expenses, only incurred in the U.S., were about the same in 3Q 2025 as in 3Q 2024, but were $235 lower in 9M 2025 compared to 9M 2024 from the completion of independent testing and validation of UTMD’s own-branded biopharmaceutical high-pressure monitoring devices, which it has begun to market.

In conjunction with tables in the overview, a division of G&A expenses by location follows.

G&A expenses include non-cash expenses from the amortization of Identifiable Intangible Assets (IIA) associated with the acquisition of Femcare, as well as litigation expenses:

IIA Amort- UK:

IRE China B/D:

UTMD’s Operating Income margin is Operating Income divided by consolidated sales.

Although the UK IIA amortization expense in GBP was the same as in the prior year’s same periods, the 3Q 2025 Operating Income margin was diluted by 0.3 percentage points, and the 9M 2025 Operating Income margin was diluted by 0.5 percentage points, due to lower sales and stronger GBP FX rate.

The significant Femcare IIA amortization expense, representing more than 5% of current revenues, will end in 1Q 2026 after 15 years.

Litigation expenses for Filshie product liability claims in the U.S.

were lower in both 3Q and 9M 2025 compared to the same periods in 2024, but still significant at more than 3% of WW revenues.

As yet, no case has gone to trial, and a majority of cases have been dismissed.

The $460 increase in 3Q 2025 total WW G&A expenses compared to 3Q 2024 was mostly (86%) due to the $395 bad debt provision reserved for cancellation fees charged by UTMD Ireland to its China distributor, resulting in a five-percentage point dilution in UTMD’s 3Q 2025 Operating Income margin.

Despite that unusual 3Q 2025 expense, 9M 2025 G&A expenses were actually $289 lower than in 9M 2024 due to $825 lower litigation expenses in the U.S., but still diluting the 2025 year-to-date Operating Income margin by 0.5 percentage points due to lower sales.

G&A expenses other than litigation were $85 higher in 3Q 2025 compared to 3Q 2024, and $124 higher in 9M 2025 compared to 9M 2024.

About half of the respective year-over-year increases were due to higher U.S.

health plan costs, and the other half to non-cash stock option expense increases.

Although G&A headcount remained the same, lower salaries and accrued profit-sharing bonuses offset other increases in outside accounting and other services, director fees and public company administration expenses.

OUS G&A expenses in USD terms were $1,254 ($1,229 in constant currency) in 3Q 2025 compared to $857 in 3Q 2024.

In addition to the $395 bad debt reserve expense in 3Q 2025 which did not occur in 3Q 2024, the total $397 difference was due to $25 impact of FX rate changes from a stronger GBP and EUR.

UK IIA amortization expense accounted for $19 of the total $25 increase due to FX rate changes.

OUS G&A expenses were $2,940 ($2,876 in constant currency) in 9M 2025 compared to $2,540 in 9M 2024.

In addition to the $395 bad debt reserve expense in 9M 2025 which did not occur in 9M 2024, the total $400 difference was due to $64 impact of FX rate changes from a stronger GBP and EUR.

UK IIA amortization expense accounted for $46 of the total $64 increase due to FX rate changes.

In summary, WW Consolidated Revenues (the denominator) and Operating Profit (the numerator) were lower in 2025 time periods compared to 2024 time periods, yielding an Operating Income margin in 3Q 2025 that was 6.8 percentage points lower than in 3Q 2024, and in 9M 2025 that was 3.2 percentage points lower than in 9M 2024.

This yielded an Operating Income margin in 3Q 2025 of 26.6% of sales compared to 33.4% of sales in 3Q 2024;

and 30.4% of sales in 9M 2025 compared to 33.6% of sales in 9M 2024.

The primary differences in period-to-period margins can be segmented in terms of percentage-point changes to UTMD’s Operating Income margin as follows:

Expense Category

Margin Change

Gross Profit:

Litigation Expense (G&A)

IIA Amort Exp – Femcare (G&A)

All Other Operating Expenses

Pct-Point Change in

Operating Income margin:

“All Other Operating Expenses” in the table above includes all consolidated S&M expenses, all R&D expenses and all other consolidated G&A expenses excluding IIA amortization and U.S.

Filshie litigation expense.

The $395 China distributor bad debt reserve in 3Q 2025 accounted for 4 percentage points out of the 6-percentage point change in All Other Operating Expenses.

To remind stockholders of the Femcare IIA amortization history, the initial IIA portion of the 2011 Femcare UK purchase price was £23,998.

After 14.5 years of amortization, the Femcare UK IIA remaining balance is £737 as of the end of 3Q 2025.

The Femcare IIA amortization will be complete in March 2026.

For both 3Q 2025 and 3Q 2024 in GBP terms, the IIA amortization expense was £397.

For both 9M 2025 and 9M 2024, the IIA amortization expense was £1,192.

The converted USD amortization expense in each period then varied according to the USD/GBP FX rate, which explains the percentage point difference in IIA amortization expense in IIA Amort Exp - Femcare row in the table above.

A summary comparison of (USD) consolidated Operating Expenses follows:

G&A Expenses:

Femcare IIA amortization

Litigation Expense

All Other G&A Expenses

Total Operating Expenses:

e) Non-operating expense/ Non-operating income

Non-operating expense includes 1) bank fees;

2) losses from remeasuring the value of EUR cash bank balances in the UK, and GBP cash balances in Ireland, in USD terms;

and 3) losses from disposition of assets.

Non-operating income includes 1) investment income from cash balances;

2) rent of underutilized property;

3) royalties received from licensing the Company’s technology;

4) gains from dispositions of assets;

and 5) gains from remeasuring the value of EUR cash bank balances in the UK, and GBP cash balances in Ireland, in USD terms.

Net non-operating income in 3Q 2025 was $698 compared to $836 non-operating income in 3Q 2024.

Net non-operating income in 9M 2025 was $2,043 compared to $2,524 non-operating income in 9M 2024.

UTMD realized a $20 remeasured currency balance loss in 9M 2025 compared to a $3 remeasured currency balance gain in 9M 2024.

In 9M 2025, after $10,367 use of cash for dividends and share repurchases, UTMD received $485 less in WW interest income from lower average cash balances and lower interest rates than in 9M 2024.

In 9M 2025, UTMD used $7,361 cash for share repurchases compared to $13,259 in 9M 2024.

The 1% excise tax imposed on share repurchases, which reduces non-operating income, was $7 in 3Q 2025 compared to $39 in 3Q 2024, and $74 in 9M 2025 compared to $133 in 9M 2024.

Net Non-operating expense, or net Non-operating income, results from the combination of 1) expenses from loan interest and bank fees;

2) expenses or income from losses or gains from remeasuring the value of EUR cash bank balances in the UK, and GBP cash balances in Ireland, in USD terms;

and 3) income from rent of underutilized property, investment income, royalties received from licensing the Company’s technology and other miscellaneous income.

Net Non-operating income in 1Q 2026 was $617 compared to $705 in 1Q 2025.

The primary difference was $106 lower interest income due to lower interest rates in 1Q 2026 than in 1Q 2025.

Offsetting the lower interest, in 1Q 2026 compared to 1Q 2025, UTMD accrued $31 lower excise tax in Non-operating expense for share

UTMD realized a $7 Non-operating expense in 1Q 2026 compared to a $2 expense at the end of 1Q 2025 from remeasurement of foreign currency bank balances.

f) Income Before Income Taxes (EBT)

EBT results from subtracting net non-operating expense or adding net non-operating income from or to, as applicable, Operating Income.

EBT results from adding net Non-operating income or subtracting net Non-operating expense to or from Operating Income, as applicable.

Consolidated 1Q 2026 EBT was $3,181 (36.5% of sales) compared to $3,859 (39.73% of sales) in 1Q 2025.

Consolidated 9M 2025 EBT was $11,004 (37.3% of sales) compared to $13,188 (41.5% of sales) in 9M 2024.

The $677 (17.5%) lower 1Q 2026 EBT compared to 1Q 2025 was the result of $588 lower Operating Income combined with $89 lower Net Non-operating income.

The EBT of Utah Medical Products, Inc.

was $9,518 in 9M 2025 compared to $10,597 in 9M 2024.

The EBT of Utah Medical Products, Ltd (Ireland) was EUR 3,466 in 9M 2025 compared to EUR 5,258 in 9M 2024.

The US GAAP EBT of Femcare Group Ltd (Femcare Ltd., UK and Femcare Australia Pty Ltd) was GBP (1,416) in 9M 2025 compared to GBP (2,562) in 9M 2024.

The EBT of Utah Medical Products Canada, Inc.

(dba Femcare Canada) was CAD 146 in 9M 2025 compared to CAD 222 in 9M 2024.

The EBT of UTMD’s manufacturing subsidiaries varies as a result of intercompany shipments which are eliminated in the consolidation of financial results.

was $2,825 in 1Q 2026 compared to $3,546 in 1Q 2025.

The EBT of Utah Medical Products, Ltd (Ireland) was EUR 1,164 in 1Q 2026 compared to EUR 1,393 in 1Q 2025.

The EBT of Femcare Group Ltd (Femcare Ltd., UK and Femcare Australia Pty Ltd) was GBP (686) in 1Q 2026 compared to GBP (663) in 1Q 2025.

The 1Q 2026 EBT of Utah Medical Products Canada, Inc.

was CAD (37) compared to CAD 107 in 1Q 2025.

The differences in the U.S.

and UK EBT were accentuated by intercompany transfer of litigation expenses which did not affect consolidated results.

EBITDA is a non-US GAAP metric that measures profitability performance without factoring in effects of financing, accounting decisions regarding non-cash expenses, capital expenditures or tax environments.

Excluding the noncash effects of depreciation, amortization of intangible assets and stock option expense, 3Q 2025 consolidated EBT excluding the remeasured bank balance currency gain or loss and interest expense (“adjusted consolidated EBITDA”) of $4,170 was 15.9% lower compared to $4,958 in 3Q 2024.

Adjusted consolidated EBITDA of $13,493 in 9M 2025 was 12.7% lower compared to $15,447 in 9M 2024.

Adjusted consolidated EBITDA for the previous four calendar quarters (TTM) was $17,898 as of September 30, 2025.

At this point, adjusted consolidated EBITDA for 2025 calendar year as a whole is expected to be in the range of $17 to $18 million.

UTMD’s adjusted consolidated EBITDA as a percentage of sales was 42.5% in 3Q 2025 compared to 49.6% in 3Q 2024.

UTMD’s adjusted consolidated EBITDA as a percentage of sales was 45.8% in 9M 2025 compared to 48.7% in 9M 2024.

Management believes that this operating performance metric provides meaningful supplemental information to both management and investors and confirms UTMD’s ongoing excellent financial operating performance during a difficult transition period of time.

UTMD believes that this is a financial metric of interest to its stockholders.

Excluding the noncash effects of depreciation, amortization of intangible assets and stock option expense, 1Q 2026 consolidated EBT excluding the remeasured bank balance currency gain or loss and interest expense (“adjusted consolidated EBITDA”) were $3,982 compared to $4,652 in 1Q 2025.

UTMD’s trailing twelve-month EBITDA as of March 31, 2026 was $16,788.

UTMD’s non-US GAAP adjusted consolidated EBITDA is the sum of the elements in the following table, each element of which is a US GAAP number:

7 unchanged sentences

g) Net Income

Net Income is EBT minus a provision for estimated income taxes.

Net Income in 3Q 2025 of $2,631 (26.8% of sales) was 26.2% lower than Net Income of $3,563 (35.6% of sales) in 3Q 2024.

Net Income in 9M 2025 of $8,720 (29.6% of sales) was 20.5% lower than Net Income of $10,972 (34.6% of sales) in 9M 2024.

The average consolidated income tax provisions (as a % of the same period EBT) in 3Q 2025 and 3Q 2024 were 20.5% and 14.7% respectively, and were 20.8% and 16.8% in 9M 2025 and 9M 2024 respectively.

The consolidated income tax provision rate varies as the mix in taxable income among U.S.

and foreign subsidiaries with differing income tax rates differs from period to period.

Also, periodic true-up adjustments to the provision occur as actual returns are filed by independent accountants.

The EBT in UTMD’s lowest taxed sovereignty, Ireland, was the hardest hit in 3Q and 9M 2025 from the cancellation of OUS distributor orders and lower OUS sales of the Filshie Clip System, both of which are manufactured and sold by UTMD Ireland.

The 9M 2025 EBT in the U.S., taxed at a basic corporate rate of 25.5%, was 86% of total 9M 2025 EBT compared to 80% in 9M 2024.

In addition, the portion of UTMD’s non-operating income generated from interest on high grade tax-exempt municipal bonds was lower in 2025.

UTMD has consistently paid millions of dollars in income taxes annually.

The basic corporate income tax rates in each of the sovereignties were the same in 2025 as in 2024.

Net Income is EBT less a provision for income taxes worldwide.

Net Income in 1Q 2026 of $2,604 was $438 (14.4%) lower than the Net Income of $3,041 in 1Q 2025.

UTMD’s Net Income Margin (Net Income divided by consolidated sales) was 29.9% in 1Q 2026 and 31.3% in 1Q 2025.

The smaller Net Income decline (14.4%) compared to the EBT decline (17.5%) was due to average consolidated income tax provision rates (as a % of EBT) in 1Q 2026 of 18.2% and 21.2% in 1Q 2025.

Although basic corporate income tax rates did not change, the consolidated income tax provision can vary from period-to-period depending on the portion of EBT in sovereignties with differing rates, and a periodic true-up when actual tax returns are filed.

h) Earnings Per Share (EPS)

Diluted EPS are consolidated Net Income divided by the number of shares of stock outstanding (diluted to take into consideration stock option awards which are “in the money,” i.e., have exercise prices below the applicable period’s weighted average market value).

Diluted EPS in 3Q 2025 were $0.820 compared to $1.025 in 3Q 2024, a 19.9% decrease.

EPS are consolidated Net Income divided by the weighted average number of shares of stock outstanding (diluted to take into consideration stock option awards which are “in the money,” i.e., have exercise prices below the applicable period’s weighted average market value).

EPS in 1Q 2026 at $0.818 were 11.0% lower than the $0.919 in 1Q 2025.

UTMD’s smaller decline in EPS relative to NI was a result of 125,265 fewer diluted shares used to calculate EPS in 1Q 2026 compared to 1Q 2025.

Diluted shares were 3,184,983 in 1Q 2026 compared to 3,310,248 in 1Q 2025.

Diluted EPS in 9M 2025 were $2.680 compared to diluted EPS of $3.098 in 9M 2024, a 13.5% decrease.

Diluted shares were 3,254,196 in 9M 2025 compared to 3,541,998 in 9M 2024.

The lower number of diluted shares was the result of share repurchases.

The number of shares used for calculating 3Q 2025 EPS was higher than September 30, 2025 actual outstanding shares because of a time-weighted calculation of average outstanding shares.

There was no dilution from unexercised employee and director options.

Outstanding shares at the end of 3Q 2025 were 3,204,172 compared to 3,335,156 at the end of calendar year 2024.

The difference was due to 130,984 shares repurchased by UTMD in the open market during 9M 2025.

There were no option exercises in 9M 2025.

For further comparison, actual outstanding shares one year ago at the end of 3Q 2024 were 3,440,525, and at the end of 2023 were 3,629,525.

The total number of outstanding unexercised employee and outside director options at September 30, 2025 was 97,511 at an average exercise price of $73.75, including shares awarded but not yet vested.

Outstanding shares were 3,184,025 at the end of 1Q 2026.

The number of shares used for calculating EPS was higher than ending shares because of a time-weighted calculation of average outstanding shares for shares which were repurchased during the quarter.

There was no dilution from unexercised employee options in either 1Q 2026 or 1Q 2025 as the average option exercise prices were above the period-ending closing stock prices.

The total number of outstanding unexercised employee and

outside director options at March 31, 2026 was 121,085 at an average exercise price of $70.66, including shares awarded but not yet vested.

This compares to 97,779 unexercised option shares at the end of 1Q 2025 at an average exercise price of $73.77/ share, including shares awarded but not vested.

Because the average exercise price of employee options was higher than the ending market price of the stock, the number of dilution shares added as a dilution factor for both 3Q 2025 and 9M 2025 was zero.

The same was true in 3Q and 9M 2024.

No employee or director options have been awarded in 9M 2025.

Non-qualified option awards of 14,600 shares were made to 47 employees, and an additional 10,000 shares to one new director, in November 2024 at an exercise price of $64.09.

UTMD paid $988 ($0.305/share) in dividends to stockholders in 3Q 2025 compared to $1,052 ($0.300/ share) paid in 3Q 2024.

Dividends paid to stockholders during 3Q 2025 were 38% of 3Q 2025 Net Income.

UTMD paid $3,006 ($0.305/share) in dividends to stockholders in 9M 2025 compared to $3,222 ($0.300/ share) paid in 9M 2024.

Dividends paid to stockholders during 9M 2025 were 34% of 9M 2025 Net Income.

UTMD purchased 11,729 of its shares for $653, at an average cost of $55.67/ share.

Total shares purchased in 9M 2025 were 130,984 for $7,362, at an average cost of $56.20/ share.

The shares purchased in 9M 2025 represented 3.9% of shares outstanding at the end of 2024.

In comparison, in 3Q 2024, UTMD purchased 58,377 of its shares for $3,866, at an average cost of $66.22/ share.

Total shares purchased in 9M 2024 were 196,592 for $13,259, at an average cost of $67.45/ share.

The shares purchased in 9M 2024 represented 5.4% of shares outstanding at the end of 2023.

Since the end of 2023, when UTMD began to purchase its shares more actively, UTMD has repurchased 432,945 of its shares for $27,329, an average per share cost of $63.12 (representing about 12% of outstanding shares at the end of 2023).

In addition, during the same 21- month period of time, UTMD distributed $7,266 in cash dividends to stockholders.

In sum, since the end of 2023, UTMD used $34,595 in cash for dividends and share purchases.

UTMD’s cash balance from the end of 2023 to September 30, 2025 has declined just $8,601.

Outstanding shares at the end of 1Q 2026 were 3,184,025 compared to 3,186,221 at the end of calendar year 2025 and 3,280,889 at the end of 1Q 2025.

The difference in outstanding shares at the end of 1Q 2026 compared to the end of 2025 resulted from 2,196 shares repurchased in the open market, with no employee options exercised, during 1Q 2026.

UTMD repurchased 2,196 of its shares at an average price of $58.58 during 1Q 2026.

Because of a time-weighted calculation, the full antidilution impact of the 1Q 2026 repurchases won’t be felt until 2Q 2026.

There were 54,267 share repurchases in 1Q 2025 at an average price of $59.35.

No options were awarded in 1Q 2026 or 1Q 2025.

During the rest of 2025 after 1Q 2025, 13,800 option shares were awarded to 40 employees at an exercise price of $58.10.

The Company retains the strong desire and financial ability for repurchasing its shares at a price it believes is attractive for remaining stockholders.

i) Return on Stockholder Equity (ROE) and Stock Value

UTMD’s closing share price at the end of 1Q 2026 was $61.99, up 11% from the $55.96 closing price three months earlier at the end of 2025.

The closing share price at the end of 1Q 2025 was $56.04.

UTMD paid $989 ($0.31/share) in cash dividends to stockholders in 1Q 2026.

UTMD paid $1,017 ($0.305/share) in cash dividends to stockholders in 1Q 2025.

i) Return on Equity (ROE)

ROE is the portion of Net Income retained by UTMD to internally finance its growth, divided by the average accumulated Stockholders’ Equity for the applicable time period.

Before the payment of dividends, annualized ROE in 9M 2025 was 10% compared to 12% in 9M 2024.

The lower ROE in 9M 2025 was due to lower Net Income.

Targeting a high ROE of 20% (before dividends) remains a key financial objective for UTMD management.

UTMD paid $988 ($0.305/share) in dividends to stockholders in 3Q 2025 compared to $1,052 ($0.300/ share) paid in 3Q 2024.

Dividends paid to stockholders during 3Q 2025 were 38% of Net Income.

UTMD paid $3,006 ($0.305/share) in dividends to stockholders in 9M 2025 compared to $3,222 ($0.300/ share) paid in 9M 2024.

Dividends paid to stockholders during 9M 2025 were 34% of Net Income.

Share repurchases offset the higher dividend paid per share.

UTMD’s closing share price at the end of 3Q 2025 was $62.97, up 10.6% from the closing price of $56.92 three months earlier at the end of 2Q 2025, and 2.4% higher than the closing price of $61.47 nine months earlier at the end of 2024.

Annualized ROE (before stockholder dividends) in 1Q 2026 was 9% and in 1Q 2025 was 10%.

The lower ROE in 1Q 2026 was due to 14% lower Net Income divided by 2% higher average Stockholders’ Equity.

Targeting a higher ROE of 20% remains a key financial target for UTMD management.

ROE can be increased by increasing Net Income, and/or by reducing Stockholders’ Equity by paying cash dividends to stockholders or by repurchasing shares.

Liquidity and Capital Resources

j) Cash flows

Net cash provided by operating activities, including adjustments for depreciation and amortization and other non-cash expenses along with changes in working capital, totaled $11,215 in 9M 2025 compared to $11,894 in 9M 2024.

The $679 lower cash provided by operating activities was primarily due to $2,252 lower Net Income, together with a $502 greater decrease in 9M inventories, a $658 lower decrease in accrued expenses and a $395 increase in 9M 2025 bad debt reserve instead of a $5 decrease in 9M 2024.

Capital expenditures for property and equipment (PP&E) were $262 in 9M 2025 compared to $221 in 9M 2024.

The PP&E capital expenditures in 2025 were normal equipment replacement, not for expansion.

PP&E capital expenditures in both years’ 9M periods were much less than non-cash depreciation expense.

Depreciation of PP&E in 9M 2025 was $614 compared to $530 in 9M 2024.

There were no capital expenditures for intangible assets in 9M 2025 compared to $5 in 9M 2024.

UTMD made cash dividend payments of $3,006 in 9M 2025 compared to $3,222 in 9M 2024.

UTMD used $7,361 cash for share repurchases in 9M 2025 compared to $13,259 for share repurchases in 9M 2024.

In the form of dividends and share repurchases, UTMD returned $10,367 to stockholders in 9M 2025 compared to $16,481 in 9M 2024.

In 9M 2025, there were no employee stock option exercises.

In 9M 2024 (actually all in 1H 2024), the Company received $390 and issued 7,592 shares of stock on the exercise of employee stock options.

Option exercises in 9M 2024 were at an average price of $51.39 per share.

Management believes that current cash balances, income from operations and effective management of working capital will provide the liquidity needed to finance internal growth plans.

The Company intends to utilize cash not needed to support normal operations in one or a combination of the following:

Net Income provided $438 less to cash in 1Q 2026 than in 1Q 2025.

Other differences in cash provided during the two periods were a $146 higher source of cash from reduction in accounts receivable along with $334 higher accounts payable and accrued expenses, offset by a $1,104 higher use of cash for higher inventories.

Capital expenditures for property and equipment (PP&E) netting proceeds from disposal were $130 in 1Q 2026 compared to $184 in 1Q 2025.

Depreciation of PP&E was $211 in 1Q 2026 compared to $200 in 1Q 2025 as improvements from previous capital expenditures were put into service.

Cash dividends paid to stockholders in 1Q 2026 were $989 compared to $1,017 in 1Q 2025, despite a $.005/ share higher dividend.

UTMD used $129 in 1Q 2026 to repurchase 2,196 of its shares.

In 1Q 2025, UTMD spent $3,221 to repurchase 54,267 of its shares.

In both 1Q 2026 and 1Q 2025, there were no exercises of employee or director stock options.

Management believes that current cash balances, income from operations and effective management of working capital will provide the liquidity needed to meet the challenges of the current economic environment in achieving operating objectives, to maintain the capability to make opportunistic investments that will provide for growth in future profits and to continue to allocate capital in a way that will maximize stockholder value over time.

During the remainder of 2026, the Company may utilize cash not needed to support normal operations in one or a combination of the following:

1) in general, to continue to invest at an opportune time in ways that will enhance future profitability;

2) to make additional investments in new technology and/or processes;

and/or 3) to acquire a product line or company that will augment revenue and EPS growth and better utilize UTMD’s existing infrastructure.

and/or 3) to acquire a product line or company that will augment revenue and EPS growth and better utilize UTMD’s existing

infrastructure.

If there are no better strategic uses for UTMD’s cash, the Company will continue to return cash to stockholders in the form of dividends and share repurchases when the stock appears undervalued.

k) Assets and Liabilities

September 30, 2025 total consolidated assets were $121,975, a net decrease of $564 from December 31, 2024.

Consolidated Current Assets alone increased $201, as cash increased $1,291 while inventories decreased $694 and receivables decreased $370.

The $564 total asset decrease, in spite of the $201 current asset increase and a $237 increase in WW net PP&E, was due to a $1,002 decrease in Net Intangible Assets (IIA).

Net IIA declined as a result of amortization combined with a stronger GBP for remaining Femcare IIA.

September 30, 2025 Net Intangible Assets (goodwill plus other intangible assets, less amortization) declined $1,002 from the end of 2024.

No intangible assets were acquired in 9M 2025.

At September 30, 2025, Net Intangible Assets including goodwill were 12.7% of consolidated Total Assets compared to 13.4% at year-end 2024, and 13.6% one year ago at September 30, 2024.

The net book value of WW consolidated USD PP&E increased $237 at September 30, 2025 from the end of 2024 due to the combination of period-ending changed FX rates, $262 in new asset purchases and $614 in depreciation.

Despite depreciation exceeding new purchases by $352, the $237 increase in total consolidated PP&E net book value resulted from the impact of stronger foreign currencies in Ireland and the UK when converting the net book value of PP&E in Ireland and the UK to USD.

UTMD’s Ireland subsidiary EUR-denominated assets and liabilities on September 30, 2025 were translated into USD at a foreign currency exchange (FX) rate 13.4% higher (stronger EUR relative to the USD) than the FX rate at the end of 2024.

UTMD’s UK subsidiary GBP-denominated assets were translated into USD at an FX rate 7.4% higher (stronger GBP) than the FX rate at the end of 2024.

Working capital (Current Assets minus Current Liabilities) was $93,521 at September 30, 2025 compared to $92,574 at December 31, 2024.

The primary source of the $947 working capital increase was from a consolidated increase of $1,291 in cash.

Noncash working capital, independent from the change in cash, decreased $344 as Receivables decreased $370 and inventories decreased $694, while the $698 remaining repatriation tax balance on 12-31-24 was paid off.

Receivables at the end of 3Q 2025 decreased because sales were lower.

Days in trade receivables at the end of 3Q 2025 at 34 were about the same as at the end of 3Q 2024.

Management believes that UTMD’s working capital remains sufficient to meet normal operating needs, as well as providing a cushion for unpredictable short-term negative events, new capital expenditures and continued cash dividend payments to stockholders.

The long-term deferred tax liability (DTL) balance for Femcare IIA ($9,084 on the date of the acquisition) was $248 (£184) at September 30, 2025, compared to $604 (£482) at December 31, 2024, and $779 (£582) at September 30, 2024.

Reduction of the DTL occurs as the book/tax difference of IIA amortization is eliminated over the remaining useful life of the Femcare IIA (because the amortization expense is not tax deductible in the UK).

The DTL declined $356 at September 30, 2025 from December 31, 2024, as a result of 9M 2025 amortization expense of $1,568, which reduced the DTL balance by $392 (using UK tax rate = 25%).

The remaining difference was due to the FX rate change when converting the GBP to USD at September 30, 2025.

UTMD’s total debt ratio (Total Liabilities/ Total Assets) as of September 30, 2025 was 3%, with no remaining IRC 956 Repatriation Tax liability from the 2017 “Tax Cuts and Jobs Act”.

UTMD’s total debt ratio as of December 31, 2024 was 4%, and as of September 30, 2024 was 4%.

The $564 decrease in Total Liabilities and Stockholders’ Equity (same as the decrease in Total Assets) at September 30, 2025 from December 31, 2024 was due to offsetting a $1,388 decline in Total Liabilities with an $824 increase in Stockholders’ Equity.

The 9M 2025 $10,367 in stockholder dividends and share repurchases reduced Stockholders’ Equity, while the $8,720 in 9M 2025 Net Income increased Stockholders’ Equity.

The remaining difference was due to FX rate changes in OUS balance sheet values.

UTMD’s March 31, 2026 Balance Sheet, in the absence of debt, continued to be strong.

At March 31, 2026 compared to three months earlier at the end of 2025, UTMD’s cash and investments increased $1,649 to $87,406, despite use of $129 cash to repurchase shares, pay $989 in stockholder dividends and purchase $130 in additional capital equipment.

Compared to a year earlier at March 31, 2025, cash and investments increased $4,081.

Working capital at the end of 1Q 2026 was $1,730 higher than at the end of 2025, and $4,798 higher than at March 31, 2025.

UTMD’s current ratio improved to 28.6 at March 31, 2026 from 22.3 at March 31, 2025.

The current ratio at the end of 2025 was 37.6 due to low end-of-year current liabilities.

Consolidated Accounts Receivable (net of allowances) increased $115 at March 31, 2026 from the end of 2025, but decreased $307 compared to March 31, 2025 due to lower sales.

On a rolling sales quarter basis, the aging of receivables were 37.5 days at the end of 1Q 2026, compared to 35.0 days at the end of 2025 and 36.6 days at the end of March 2025, all well within management targets.

Consolidated inventories increased $787 at the end of 1Q 2026 compared to December 31, 2025.

Work-in-process and finished goods inventories increased $558 as UTMD sought to maintain productivity on lower sales, expecting higher sales later in 2026.

The $906 higher current liabilities at the end of 1Q 2026 compared to December 31, 2025 resulted from a seasonal year-end low in accounts payable and accrued expenses.

In contrast, compared to a year earlier, 1Q 2026 ending current liabilities were $819 lower.

Long-term liabilities at March 31, 2026 compared to December 31, 2025 declined $172 primarily as a result of $114 reduction in the deferred tax liability for the Femcare Ltd GBP IIA and $42 lower deferred revenue and income taxes.

The Femcare deferred tax liability, which is zero now, was due to the tax effect of the Femcare IIA amortization.

A year earlier at March 31, 2025, it was $494 and on the date of the 2011 acquisition it was $9,084.

UTMD’s total debt ratio (total liabilities/total assets) as of March 31, 2026 was 3.2% compared to 2.7% as of December 31, 2025, and 4.5% on March 31, 2025.

Net fixed assets at March 31, 2026 compared to December 31, 2025 decreased $187 after $130 in 1Q 2026 capital expenditures were offset by $211 in depreciation and the impact of the period-to-period foreign currency exchange (FX) rates for assets OUS.

FX rates for Balance Sheet purposes are the applicable rates at the end of each reporting period.

The FX rates from the applicable foreign currency to USD for assets and liabilities at the end of 1Q 2026 and the end of 2025 follow:

At March 31, 2026, net Intangible Assets declined $610 to 11.5% of total consolidated assets from 12.2% on December 31, 2025, as a result of $462 in amortization leveraged by the FX rate impact of weaker ending currencies OUS.

The decline in net Intangible Assets in USD terms from a year earlier was $1,893.

As of March 31, 2026, Stockholders’ Equity increased $3,325 to $120,373 compared to a year earlier at March 31, 2025, despite a reduction in Stockholders’ Equity from the $9,218 combination of share repurchases and stockholder cash dividends paid during the last twelve months.

During 1Q 2026, Stockholders’ Equity increased $1,105 from the end of 2025 while the company paid $989 in dividends and repurchased $129 in stock, which reduced Stockholders’ Equity.

l) Management's Outlook

As outlined in its December 31, 2024 SEC 10-K report, UTMD’s plan for 2025 was to

1) exploit its pre-qualified status to introduce a line of high-pressure process control transducer configurations directly to biopharmaceutical manufacturers;

2) continue to leverage OUS distribution and manufacturing synergies by further integrating capabilities and resources in multinational operations;

3) focus on defending the proven safety and effectiveness of the Filshie Clip System in the U.S.;

The first quarter of 2026 results were consistent with management projections for 2026 as described in UTMD’s 2025 Form SEC 10-K filed in March.

The major projected change in 1Q 2026 financial results had to do with the 3Q 2025 loss of UTMD’s largest distributor for blood pressure monitoring devices located in China.

Objectives for 2026 remain to

1) realize new sales of a line of high-pressure process control transducer configurations directly to biopharmaceutical manufacturers;

2) regain OUS business which has been hindered by recent U.S.

government trade policies;

3) substantially bring the Filshie Clip System product liability lawsuits in the U.S.

to a favorable conclusion;

4) introduce additional products helpful to clinicians through product development;

5) continue to achieve excellent overall financial operating performance despite a contraction in revenues;

6) utilize positive cash generation to continue providing cash dividends to stockholders and make open market share repurchases if/ when the UTMD share price seems undervalued;

7) remain vigilant for affordable accretive acquisition opportunities which may be brought about by difficult economic conditions on small, innovative companies.

Although UTMD’s 2025 plan remains unchanged, annual sales are expected to be lower than anticipated due to changed demand from OUS distributors.

Management believes this was caused by reciprocal tariffs.

With the lower OUS revenues offset by higher sales of the Filshie Clip System in the U.S.

and neonatal devices WW, together with likely increasing sales to biopharm customers in 4Q 2025, revenues for the full 2025 year are now expected to be 6-7% lower than in 2024, and EPS in the range of $3.40-3.50.

5) continue to achieve excellent overall financial operating performance;

6) utilize positive cash generation to continue providing cash dividends to stockholders and make open market

share repurchases if/ when the UTMD share price seems undervalued;

7) remain vigilant for affordable accretive acquisition opportunities which may be brought about by difficult

economic conditions.

m) Accounting Policy Changes

1 unchanged sentence

This report contains certain forward-looking statements and information relating to the Company that are based on the beliefs of management as well as assumptions made by management based on information currently available.

When used in this document, the words “anticipate,” “believe,” “project,” “estimate,” “expect,” “intend” and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements.

When used in this document, the words “anticipate,” “believe,” “project,” “estimate,” “expect,” “intend”, “should” and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements.

Such statements reflect the current view of the Company respecting future events and are subject to certain risks, uncertainties and assumptions, including the risks and uncertainties stated throughout the document.

3 unchanged sentences

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 2. Management’s Discussion and Analysis