Merit Medical Systems Inc: Form 10-Q for the period ended Sep 30, 2026

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related condensed notes thereto, which are included in Part I of this report. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to inherent risks and uncertainties that may adversely impact our operations and financial results. These risks and uncertainties are discussed in Part I, Item 1A “Risk Factors” in the 2025 Annual Report on Form 10-K and in Part II, Item 1A “Risk Factors” in this report and in our Quarterly Report on Form 10-Q for each of the quarters ended March 31, 2026 and June 30, 2026.

OVERVIEW

We are a leading manufacturer and marketer of proprietary medical devices used in interventional, diagnostic and therapeutic procedures, particularly in cardiology, radiology, oncology, critical care and endoscopy. Our business consists of two product categories: foundational and therapeutic. Within each of these product categories, we sell a variety of products organized as product platforms. Our foundational product category includes product platforms such as access devices, procedural solutions, OEM products, and vascular intervention. Our therapeutic product category includes product platforms such as cardiac therapies, oncology, renal therapies, vascular intervention, OEM products and endoscopy.

For the three-month period ended September 30, 2026, we reported sales of $416.2 million, an increase of $32.1 million or 8.4% compared to sales for the three-month period ended September 30, 2025 of $384.2 million. For the nine-month period ended September 30, 2026, we reported sales of $1,217.0 million, an increase of $95.0 million or 8.5% compared to sales for the nine-month period ended September 30, 2025 of $1,122.0 million. Foreign currency fluctuations (net of hedging) increased our net sales by $1.1 million and $12.0 million for the three and nine-month periods ended September 30, 2026, respectively, assuming applicable foreign exchange rates in effect during the comparable prior-year periods.

Gross profit as a percentage of sales decreased to 48.2% for the three-month period ended September 30, 2026 compared to 48.5% for the three-month period ended September 30, 2025. Gross profit as a percentage of sales increased to 49.4% for the nine-month period ended September 30, 2026 compared to 48.4% for the nine-month period ended September 30, 2025.

Net income for the three-month period ended September 30, 2026 was $42.3 million, or $0.70 per share, compared to net income of $27.8 million, or $0.46 per share, for the three-month period ended September 30, 2025. Net income for the nine-month period ended September 30, 2026 was $122.1 million, or $2.03 per share, compared to net income of $90.5 million, or $1.49 per share, for the nine-month period ended September 30, 2025.

Recent Developments and Trends

In addition to the trends identified in the 2025 Annual Report on Form 10-K under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Overview,” our business in 2026 has been impacted, and we believe will continue to be impacted, by the following recent developments and trends:

• Our revenue results during the three-month period ended September 30, 2026 were driven primarily by demand in both our domestic and international regions.
• On April 1, 2026, we completed the acquisition of View Point, which included the OneMark® Detection Imaging System and OneMark Tissue Markers used in the diagnosis and localization of breast and soft tissue tumors. We began commercial sales of OneMark products during the third quarter of 2026 and expect to continue to expand commercial availability through the remainder of 2026 and into 2027.
• As of September 30, 2026, we had cash, cash equivalents, and restricted cash of $505.8 million and net available borrowing capacity under our Amended Fourth A&R Credit Agreement of $697 million.

RESULTS OF OPERATIONS

The following table sets forth certain operational data as a percentage of sales for the periods indicated:

32

Sales

Sales for the three-month period ended September 30, 2026 increased by 8.4%, or $32.1 million, compared to the corresponding period in 2025. Sales for the nine-month period ended September 30, 2026 increased by 8.5%, or $95.0 million, compared to the corresponding period in 2025. Listed below are the sales by product category and platform for the three and nine-month periods ended September 30, 2026 and 2025 (in thousands, other than percentage changes):

Foundational Sales. Our foundational sales for the three-month period ended September 30, 2026 were $275.7 million, up 5.7% when compared to the corresponding period of 2025 of $260.9 million. Sales for the three-month period ended September 30, 2026 were favorably affected by increased sales within the following platforms:

(a) Access, which increased by $6.4 million, or 4.2%, from the corresponding period of 2025. This increase was driven primarily by increased sales of our angiography, access and hemostasis products, partially offset by decreased sales in our drainage and intervention products.

(b) OEM, which increased by $4.8 million, or 11.5%, from the corresponding period of 2025. This increase was driven primarily by increased sales of our fluid management, sensors, angiography and access products, partially offset by decreased sales of our intervention products.

(c) Vascular Intervention, which increased by $7.0 million, or 19.7%, from the corresponding period of 2025. This increase was driven primarily by increased sales of our drainage and biopsy products.

The foregoing increase in sales for the three-month period ended September 30, 2026 was partially offset by decreased sales within our Procedural Solutions platform, which decreased by $5.1 million, or 15.9%, from the corresponding period of 2025. This decrease was driven primarily by the sale of the DualCap® product line to Health Line.

Our foundational sales for the nine-month period ended September 30, 2026 were $812.2 million, up 6.4% when compared to the corresponding period of 2025 of $763.7 million. Sales for the nine-month period ended September 30, 2026 were favorably affected by increased sales within the following platforms:

(a) Access, which increased by $32.8 million, or 7.5%, from the corresponding period of 2025. This increase was driven primarily by hemostasis products acquired in the Biolife Merger, as well as increased sales of our angiography and access products, partially offset by decreased sales in our drainage products.

(b) OEM, which increased by $6.0 million, or 4.7%, from the corresponding period of 2025. This increase was driven primarily by increased sales of our sensors, fluid management, access, hemostasis and angiography products, partially offset by decreased sales in our intervention, kits and cardiac rhythm management/electrophysiology (“CRM/EP”) products.

(c) Vascular Intervention, which increased by $19.9 million, or 19.2%, from the corresponding period of 2025. This increase was driven primarily by increased sales of our drainage and biopsy products.

The foregoing increase in sales for the nine-month period ended September 30, 2026 was partially offset by decreased sales within our Procedural Solutions platform, which decreased by $11.0 million, or 11.9%, from the corresponding period of 2025. This decrease was driven primarily by the sale of the DualCap® product line to Health Line, partially offset by increased sales of our trays.

Therapeutic Sales. Our therapeutic sales for the three-month period ended September 30, 2026 were $140.5 million, up 14.0% when compared to sales in the corresponding period of 2025 of $123.3 million. Sales for the three-month period ended September 30, 2026 were favorably affected by increased sales within the following platforms:

(a) Cardiac Therapies, which increased by $2.0 million, or 7.9%, from the corresponding period of 2025. This increase was driven primarily by increased sales of the SoloPace temporary pacing system.

(b) Endoscopy, which increased by $5.8 million, or 32.9%, from the corresponding period of 2025. This increase was driven primarily by sales attributable to the acquisition of the C2 Cryoballoon from Pentax and increased sales of the ResilienceTM esophageal stent.

(c) OEM, which increased by $3.1 million, or 31.5%, from the corresponding period of 2025. This increase was driven primarily by increased sales of our ablation products.

(d) Oncology, which increased by $3.8 million, or 16.4%, from the corresponding period of 2025. This increase was driven primarily by increased sales of our SCOUT radar localization products.

(e) Vascular Intervention, which increased by $2.7 million, or 8.3%, from the corresponding period of 2025. This increase was driven primarily by increased sales of our delivery systems and embolotherapy products.

The foregoing increase in sales for the three-month period ended September 30, 2026 was partially offset by decreased sales within our Renal Therapies platform, which decreased by $0.3 million, or 1.9%, from the corresponding period of 2025. This decrease was driven primarily by decreased sales of our access products.

Our therapeutic sales for the nine-month period ended September 30, 2026 were $404.8 million, up 13.0% when compared to sales in the corresponding period of 2025 of $358.3 million. Sales for the nine-month period ended September 30, 2026 were favorably affected by increased sales within the following platforms:

(a) Cardiac Therapies, which increased by $14.4 million, or 20.9%, from the corresponding period of 2025. This increase was driven primarily by increased sales of our lead management products, Prelude SNAP and SoloPace temporary pacing system.

(b) Endoscopy, which increased by $16.2 million, or 30.8%, from the corresponding period of 2025. This increase was driven primarily by sales attributable to the acquisition of the C2 Cryoballoon from Pentax and increased sales of the ResilienceTM esophageal stent.

(c) OEM, which increased by $2.5 million, or 8.2%, from the corresponding period of 2025. This increase was driven primarily by increased sales of our ablation products, partially offset by decreased sales of our peripheral intervention and CRM/EP products.

(d) Oncology, which increased by $7.1 million, or 10.3%, from the corresponding period of 2025. This increase was driven primarily by increased sales of our SCOUT radar localization products.

(e) Vascular Intervention, which increased by $8.5 million, or 8.8%, from the corresponding period of 2025. This increase was driven primarily by increased sales of our delivery systems and embolotherapy products.

The foregoing increase in sales for the nine-month period ended September 30, 2026 was partially offset by decreased sales within our Renal Therapies platform, which decreased by $2.2 million, or 5.6%, from the corresponding period of 2025. This decrease was driven primarily by decreased sales of our access products.

Geographic Sales

Listed below are sales by geography for the three and nine-month periods ended September 30, 2026 and 2025 (in thousands, other than percentage changes):

Domestic Sales. Domestic sales for the three-month period ended September 30, 2026 were $255.9 million, or 61.5% of net sales, up 11.0% when compared to the corresponding period of 2025. Domestic sales for the nine-month period ended September 30, 2026 were $734.5 million, or 60.4% of net sales, up 9.4% when compared to the corresponding period of 2025.

International Sales. International sales for the three-month period ended September 30, 2026 were $160.3 million, or 38.5% of net sales, up 4.4% when compared to the corresponding period in 2025 of $153.6 million. International sales for the nine-month period ended September 30, 2026 were $482.5 million, or 39.6% of net sales, up 7.0% when compared to the corresponding period in 2025 of $450.7 million. The increase in our international sales for the three and nine-month periods ended September 30, 2026, compared to the corresponding periods of 2025 included increased sales in each of our Europe, the Middle East and Africa, Rest of World and Asia Pacific regions.

Gross Profit

Our gross profit as a percentage of sales decreased to 48.2% for the three-month period ended September 30, 2026, compared to 48.5% for the three-month period ended September 30, 2025. The decrease in gross profit percentage was primarily due to unfavorable price variances and increased freight costs.

Our gross profit as a percentage of sales increased to 49.4% for the nine-month period ended September 30, 2026, compared to 48.4% for the nine-month period ended September 30, 2025. The increase in gross profit percentage was primarily due to an increase in sales combined with favorable changes in product mix and refunds of $6.9 million relating to previously paid IEEPA tariffs.

Operating Expenses

Selling, General and Administrative Expense. Selling, general and administrative (“SG&A”) expenses decreased $(0.3) million, or (0.2)%, for the three-month period ended September 30, 2026 compared to the corresponding period of 2025. As a percentage of sales, SG&A expenses were 28.7% for the three-month period ended September 30, 2026, compared to 31.2% for the corresponding period of 2025. For the three-month period ended September 30, 2026, SG&A expenses decreased compared to the corresponding period of 2025, primarily due to a decrease in legal fees, acquisition-related integration costs and employee termination benefits, partially offset by an increase in employee compensation expenses.

SG&A expenses increased $26.6 million, or 7.8%, for the nine-month period ended September 30, 2026 compared to the corresponding period of 2025. As a percentage of sales, SG&A expenses were 30.2% for the nine-month period ended September 30, 2026, compared to 30.3% for the corresponding period of 2025. For the nine-month period ended September 30, 2026, SG&A expenses increased compared to the corresponding period of 2025, primarily due to an increase in labor-related costs including (i) commissions associated with sales growth, (ii) headcount additions to support investment in the business and (iii) stock-based compensation. Additional drivers of the increase were costs associated with the View Point Merger totaling $5.7 million and company conferences. Such increases were partially offset by a decrease in contract termination costs incurred during 2025 as a result of the Biolife Merger.

Research and Development Expenses. Research and development (“R&D”) expenses for the three-month period ended September 30, 2026 were $22.4 million, down (6.6)%, when compared to R&D expenses in the corresponding period of 2025 of $24.0 million. For the three-month period ended September 30, 2026, R&D expenses decreased compared to the corresponding period of 2025 primarily due to decreased service related costs for ongoing compliance with European Union Medical Device Registration (“MDR”).

R&D expenses for the nine-month period ended September 30, 2026 were $70.4 million, down (0.6)%, when compared to R&D expenses in the corresponding period of 2025 of $70.8 million. For the nine-month period ended September 30, 2026, R&D expenses decreased compared to the corresponding period of 2025 primarily due to decreased service related costs for ongoing compliance with MDR, partially offset by an increase in employee compensation expenses.

Contingent Consideration (Benefit) Expense. For the three and nine-month periods ended September 30, 2026, we recognized contingent consideration (benefit) from changes in the estimated fair value of our contingent consideration obligations stemming from our previously disclosed business acquisitions of $(0.0) million and $(0.1) million, respectively, compared to contingent consideration expense of $0.0 million and $1.2 million for the three and nine-month periods ended September 30, 2025, respectively. Expense (benefit) in each period related to changes in the probability and timing of achieving certain revenue and operational milestones, as well as expense for the passage of time.

Operating Income

Our operating income for the three-month period ended September 30, 2026 was $58.8 million, compared to operating income in the corresponding period of 2025 of $42.6 million. The increase in operating income during the three-month period ended September 30, 2026 compared to the corresponding period of 2025 was primarily a result of increased sales and decreased SG&A and R&D costs, partially offset by a decrease in gross margin.

Our operating income for the nine-month period ended September 30, 2026 was $163.3 million, compared to operating income in the corresponding period of 2025 of $130.5 million. The increase in operating income during the nine-month period ended September 30, 2026 compared to the corresponding period of 2025 was primarily a result of increased sales and gross margin, partially offset by an increase in SG&A expense.

Other Expense — Net

Our other expense for the three months ended September 30, 2026 and 2025 was $3.0 million and $4.1 million, respectively. The change in other expense for the three-month period ended September 30, 2026 compared to the corresponding period of 2025 was primarily related to increased interest income associated with higher cash balances and interest rates and deferred compensation investment gains, partially offset by increased interest expense associated with our deferred View Point Merger payments.

Our other expense for the nine months ended September 30, 2026 and 2025 was $2.7 million and $10.6 million, respectively. The change in other expense for the nine-month period ended September 30, 2026 compared to the corresponding period of 2025 was primarily related to a gain of $12.5 million associated with the sale of the DualCap® product line to Health Line in February 2026, partially offset by a one-time charge of $5.1 million for additional interest incurred pursuant to Merit's obligation to remove restrictive legends with respect to the Convertible Notes and increased interest expense associated with our deferred View Point Merger payments.

Effective Tax Rate

Our provision for income taxes for the three-month periods ended September 30, 2026 and 2025 was a tax expense of $13.5 million and $10.8 million, respectively, which resulted in an effective tax rate of 24.2% and 28.0%, respectively. Our provision for income taxes for the nine-month periods ended September 30, 2026 and 2025 was a tax expense of $38.5 million and $29.4 million, respectively, which resulted in an effective tax rate of 24.0% and 24.5%, respectively. The decrease in the effective income tax rate for the three and nine-month periods ended September 30, 2026, when compared to the prior-year periods, was primarily due to increased benefit from discrete items such as share-based compensation, and impacts from the enacted OBBBA tax law. The increase in income tax expense for the three and nine-month periods ended September 30, 2026, when compared to the prior-year periods, was primarily due to increased pre-tax book income. Our effective tax rate differs from the U.S. statutory rate primarily due to the impact of net controlled foreign corporation tested income and Subpart F inclusions, state income taxes, foreign taxes, other nondeductible permanent items and discrete items (such as share-based compensation).

Net Income

Our net income for the three-month periods ended September 30, 2026 and 2025 was $42.3 million and $27.8 million, respectively. The increase in our net income for the three-month period ended September 30, 2026 was the result of several principal factors, including increased sales and decreased SG&A, R&D, and other expense, partially offset by decreased gross margin and increased income tax expense.

Our net income for the nine-month periods ended September 30, 2026 and 2025 was $122.1 million and $90.5 million, respectively. The increase in our net income for the nine-month period ended September 30, 2026 was the result of several principal factors, including increased sales and gross margin and decreased R&D and other expense, partially offset by increased SG&A expenses and income tax expense.

LIQUIDITY AND CAPITAL RESOURCES

Capital Commitments, Contractual Obligations and Cash Flows

As of September 30, 2026 and December 31, 2025, our current assets exceeded current liabilities by $933.7 million and $800.4 million, respectively, and we had cash, cash equivalents and restricted cash of $505.8 million and $448.5 million, respectively, of which $72.4 million and $66.0 million, respectively, were held by foreign subsidiaries. We currently believe future repatriation of cash and other property held by our foreign subsidiaries will generally not be subject to U.S. federal income tax. As a result, earnings of our foreign subsidiaries are not considered to be permanently reinvested. In addition, cash held by our subsidiary in China is subject to local laws and regulations that require government approval for the transfer of such funds to entities located outside of China. As of September 30, 2026, and December 31, 2025, we had cash, cash equivalents and restricted cash of $19.0 million and $20.0 million, respectively, within our subsidiary in China.

Cash flows provided by operating activities. We generated cash from operating activities of $175.2 million and $198.9 million during the nine-month periods ended September 30, 2026 and 2025, respectively. Significant factors affecting operating cash flows during these periods included:

• Net income was $122.1 million and $90.5 million for the nine-month periods ended September 30, 2026 and 2025, respectively.
• Depreciation and amortization was $93.4 million and $91.6 million for the nine-month periods ended September 30, 2026 and 2025, respectively. The increase in depreciation and amortization for the nine-month period ended September 30, 2026 was primarily associated with the amortization of developed technology and other intangible assets acquired in connection with the Biolife Merger, C2 Acquisition and View Point Merger and depreciation of new property and equipment, including our South Jordan distribution facility.
• Cash used for inventories was $59.9 million and $15.1 million for the nine-month periods ended September 30, 2026 and 2025, respectively. The increase in inventories during 2026 was principally associated

with our strategy to proactively invest in our inventory balances to encourage high customer service levels, as well as to expand inventory balances for newly-acquired products and increases in safety stock due to vendor supply delays.

• Cash used for trade receivables was $18.8 million and $13.7 million for the nine-month periods ended September 30, 2026 and 2025, respectively, due primarily to the timing of customer payments and increased sales.
• Cash provided by (used for) other long-term obligations was $9.9 million and $(0.8) million for the nine-month periods ended September 30, 2026 and 2025, respectively, due primarily to an increase in deferred revenue associated with revenue from contracts with customers under our OEM product platform in 2026.

Cash flows used in investing activities. Cash used in investing activities was $124.7 million and $197.1 million for the nine-month periods ended September 30, 2026 and 2025, respectively. We used cash for capital expenditures of property and equipment of $45.7 million and $57.3 million in the nine-month periods ended September 30, 2026 and 2025, respectively. Capital expenditures in each period were primarily related to investments in property and equipment to support development and production of our products, and include costs for the construction of a new distribution facility in South Jordan, Utah. Historically, we have incurred significant expenses in connection with facility construction, production automation, product development and the introduction of new products. We anticipate that we will spend approximately $60 to $70 million in 2026 for property and equipment.

Cash outflows for the acquisition of equity investments and issuance of notes receivable were $9.2 million and $14.9 million for the nine-month periods ended September 30, 2026 and 2025, respectively. Cash outflows invested in acquisitions were $93.0 million and $122.8 million for the nine-month periods ended September 30, 2026 and 2025, respectively, and were primarily related to the acquisitions of View Point in 2026 and Biolife in 2025. Cash inflows from divestitures were $25.5 million for the nine-month period ended September 30, 2026 and were related to the sale of the DualCap® product line to Health Line.

Cash flows provided by financing activities. Cash provided by financing activities for the nine-month periods ended September 30, 2026 and 2025 was $6.3 million and $10.9 million, respectively. For the nine-month periods ended September 30, 2026 and 2025, we had cash used in financing activities of $3.0 million and $2.6 million, respectively, primarily attributable to the payment of milestone-based contingencies associated with the C2 Acquisition in 2026 and Brightwater Medical, Inc. in 2025. We had cash inflows from the issuance of Common Stock of $9.3 million and $13.6 million, net of taxes paid in exchange for common stock, for the nine-month periods ended September 30, 2026 and 2025, respectively, related to the exercise of non-qualified stock options and release of time and performance-based stock awards.

As of September 30, 2026, we had outstanding borrowings of $747.5 million and had issued letter of credit guarantees of $3.0 million, with additional available borrowings of $697 million under the Amended Fourth A&R Credit Agreement, based on the maximum net leverage ratio and the aggregate revolving credit commitment pursuant to the Amended Fourth A&R Credit Agreement. Our interest rate as of September 30, 2026 and December 31, 2025 was a fixed rate of 3.0% on our Convertible Notes.

We currently believe that our existing cash balances, anticipated future cash flows from operations and borrowings under our long-term debt agreements will be adequate to fund our current and currently planned future operations for the next twelve months and the foreseeable future. In the event we pursue and complete significant transactions or acquisitions in the future, additional funds may be required to meet our strategic needs, which may require us to raise additional funds in the debt or equity markets.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial results are affected by the selection and application of accounting policies and methods. In the nine-month period ended September 30, 2026 there were no changes to the application of critical accounting policies previously disclosed in Part II, Item 7 of our 2025 Annual Report on Form 10-K.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, among others:

• statements preceded or followed by, or that include the words, “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “intends,” “seeks,” “believes,” “estimates,” “projects,” “forecasts,” “potential,” “target,” “continue,” “upcoming,” “optimistic” or other forms of these words or similar words or expressions, or the negative thereof or other comparable terminology;
• statements that address our future operating performance or events or developments that we expect or anticipate will occur, including, without limitation, any statements regarding our projected earnings, revenue, revenue growth or other future financial measures, our plans and objectives for future operations, our proposed new products or services, the integration, development or commercialization of the business or any assets acquired from other parties, future economic conditions or performance, the implementation of, and results which may be achieved through, Merit’s Continued Growth Initiatives Program or other business optimization initiatives, and any statements of assumptions underlying any of the foregoing; and
• statements regarding our past performance, efforts, or results about which inferences or assumptions may be made, including statements preceded or followed by the words "preliminary," "initial," "potential," "possible," "diligence," "industry-leading," "compliant," "indications," or "early feedback" or other forms of these words or similar words or expressions, or the negative thereof or other comparable terminology.

The forward-looking statements contained in this report are based on our management’s current expectations and assumptions regarding future events or outcomes. If underlying expectations or assumptions prove inaccurate, or risks or uncertainties materialize, actual results will likely differ, and could differ materially, from our expectations reflected in any forward-looking statements. Financial estimates are subject to change and are not intended to be relied upon as predictions of future operating results. Investors are cautioned not to unduly rely on any such forward-looking statements.

The following are some of the important risks and uncertainties that could cause Merit’s actual results to differ from our management’s expectations in any forward-looking statements: risks and uncertainties arising from the conflict among the United States, Israel and Iran and related geopolitical instability; risks and uncertainties associated with Merit’s executive succession and leadership transition; risks and uncertainties regarding trade policies or related actions implemented by the United States or other countries, including existing, proposed, prospective or invalidated tariffs, duties or other measures; risks and uncertainties associated with Merit’s integration of businesses or assets acquired from third parties, including View Point in April 2026 and the business and assets acquired in connection with the C2 Acquisition in November 2025 and the Biolife Merger in May 2025, and Merit’s ability to achieve the anticipated operating and financial results, product development and other anticipated benefits of such acquisitions; effects of the Convertible Notes on Merit’s net income and earnings per share performance; restrictions and limitations set forth in the Convertible Notes and Indenture, which could affect Merit’s ability to operate its business as well as its liquidity; disruptions in Merit’s supply chain, manufacturing or sterilization processes; U.S. and global political, economic, competitive, reimbursement and regulatory conditions; modification or limitation of, or policies and procedures associated with, governmental or private insurance reimbursement policies; reduced availability of, and price increases associated with, components and other raw materials; increases in transportation expenses; risks relating to Merit’s potential inability to successfully manage growth through acquisitions generally, including the inability to effectively integrate acquired operations or products or commercialize technology developed internally or acquired through completed, proposed or future transactions; prospective financial obligations or other uncertainties associated with Merit’s divestiture of its DualCap® anti-microbial cap product line in February 2026; fluctuations in interest or foreign currency exchange rates and inflation; cybersecurity events; government scrutiny and regulation of the medical device industry; difficulties relating to development, testing and regulatory approval, clearance and maintenance of Merit’s products; the safety, efficacy and patient and physician adoption of Merit’s products; the ability to fully enroll and the outcomes of ongoing and future clinical trials and market studies relating to Merit’s products; litigation and other legal proceedings affecting Merit; risks and possible effects of any failure to comply with U.S. and foreign laws and regulations; restrictions on Merit’s liquidity or business operations resulting from its debt agreements;

infringement of Merit’s technology or the assertion that Merit’s technology infringes the rights of other parties; product recalls and product liability claims; potential for significant adverse changes in governing regulations; changes in tax laws and regulations in the United States or other jurisdictions or exposure to additional tax liabilities which may adversely affect Merit’s effective tax rate; termination of relationships with Merit’s suppliers, or failure of such suppliers to perform; development of new products and technology that could render Merit’s existing or future products obsolete; market acceptance of new products; failure to comply with applicable environmental laws; changes in key personnel; labor shortages and increases in labor costs; price and product competition; extreme weather events; and geopolitical events. For a further discussion of the risks and uncertainties and other factors that may affect our business, operations or financial condition, see Part I, Item 1A. “Risk Factors” in the 2025 Annual Report on Form 10-K filed with the SEC which we updated in Part II, Item 1A. “Risk Factors” in this report.

All subsequent forward-looking statements attributable to Merit or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Financial estimates are subject to change and are not intended to be relied upon as predictions of future operating results. Those estimates and all other forward-looking statements included in this report are made only as of the date of this report, and except as otherwise required by applicable law, Merit assumes no obligation to update or disclose revisions to estimates and all other forward-looking statements.

NOTICE REGARDING TRADEMARKS

This report includes trademarks, tradenames and service marks that are our property or the property of others. Solely for convenience, such trademarks and tradenames sometimes appear without any “™” or “®” symbol. However, failure to include such symbols is not intended to suggest, in any way, that we will not assert our rights or the rights of any applicable licensor, to these trademarks and tradenames.

Quantitative and qualitative disclosures about currency exchange rate risk and interest rate risk are included in Part II, Item 7A "Quantitative and Qualitative Disclosures About Market Risk" in the 2025 Annual Report on Form 10-K. In the nine-month period ended September 30, 2026, there were no material changes from the information provided therein.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate disclosure controls and procedures for our company. Consequently, our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of September 30, 2026. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

Except as set forth below, during the three-month period ended September 30, 2026, there were no changes in our internal control over financial reporting that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934).

On April 1, 2026, we completed our acquisition of View Point Medical, Inc. We are currently integrating the policies, processes, employees, technology and operations of View Point. Management does not currently expect a material change to our internal controls over financial reporting as we fully integrate View Point. Management will continue to evaluate our internal control over financial reporting as we execute acquisition integration activities.

In addition to other information set forth in this report, readers should carefully consider the factors discussed in Part I, Item 1A. "Risk Factors" of our 2025 Annual Report on Form 10-K, which we filed with the SEC. Any of the risk factors disclosed in our reports could materially affect our business, financial condition or future results. The risks described here and in our 2025 Annual Report on Form 10-K, as updated and supplemented, are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results. The discussion of the risk factors below updates the corresponding disclosure under the same heading in the 2025 Annual Report on Form 10-K and may contain material changes to the corresponding risk factor discussion in the 2025 Annual Report on Form 10-K.

The conflict among the United States, Israel and Iran and related geopolitical instability may adversely affect our business.

The ongoing conflict among the United States, Israel and Iran and any further escalation, including additional military actions, retaliatory measures, sanctions, disruptions to trade or transportation routes, cyberattacks, or other governmental or market responses, has and could continue to lead to (i) significant disruption of global energy supplies and increases in global energy prices, (ii) heightened inflationary pressures on our input costs, such as resins and other petroleum-based materials, (iii) adverse effects upon global supply chains, energy markets, commodity prices, currency exchange rates, interest rates, financial markets and overall macroeconomic conditions, and (iv) adverse customer spending patterns in markets in which we operate. The conflict remains dynamic. The full impact of the conflict is highly uncertain and protraction or escalation of hostilities may cause the risks noted above to increase or may cause other negative impacts on our business, any of which could adversely affect our business, financial condition or results of operations. We are unable to predict the extent or nature of these impacts at this time.

The agreements and instruments governing our debt contain restrictions and limitations that could significantly affect our ability to operate our business, as well as significantly affect our liquidity.

On June 6, 2023, we entered into a Fourth Amended and Restated Credit Agreement (“Fourth A&R Credit Agreement”), with Wells Fargo Bank, National Association, and other financial institutions named therein. 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.

We have pledged substantially all of our assets as collateral for the Amended Fourth A&R Credit Agreement. Our breach of any covenant in the Amended Fourth A&R Credit Agreement could result in a default under that agreement and could trigger acceleration of the underlying obligations. Any default under the Amended Fourth A&R Credit Agreement could adversely affect our ability to service our debt and to fund our planned capital expenditures and ongoing operations. The administrative agent, joint lead arrangers, joint bookrunners and lenders under the Amended Fourth A&R Credit Agreement have available to them the remedies typically available to lenders and secured parties, including the ability to foreclose on the collateral we have pledged.

On December 8, 2023, we issued $747.5 million aggregate principal amount of 3.00% Convertible Senior Notes due 2029 (the “Convertible Notes”) pursuant to Rule 144A of the Securities Act of 1933, as amended. The Convertible Notes are unsecured and bear interest at 3.00% per year, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2024. The Convertible Notes will mature on February 1, 2029, unless earlier repurchased, redeemed, accelerated or converted in accordance with their terms prior to such date. The Convertible Notes and the Indenture include payment obligations, affirmative covenants and negative covenants. A payment default or breach of certain covenants could result in a default under the Convertible Notes and related Indenture, which could trigger (or allow the trustee and/or certain noteholders to trigger) acceleration of the underlying obligations, additional interest, fees and expenses. Any default under the Convertible Notes or the Indenture could create a substantial immediate need for liquidity, result in substantial litigation, and adversely affect our ability to fund our planned capital expenditures and ongoing operations. The Amended Fourth A&R Credit Agreement and the Indenture contain restrictive covenants that could adversely affect our ability to operate our business, our liquidity or our results of operations. These covenants restrict, among other things, our incurrence of indebtedness, creation of liens or pledges on our assets, mergers or similar combinations or liquidations, asset dispositions, repurchases or redemptions of equity interests or debt, issuances of equity and payment of dividends and certain distributions.

As currently amended, the Amended Fourth A&R Credit Agreement provides for potential borrowings under a revolving credit commitment of up to an aggregate amount of $700 million. Such increased borrowing limits may make it more difficult for us to comply with leverage ratios and other restrictive covenants in the Amended Fourth A&R Credit Agreement. We may also have less cash available for operations and investments in our business, as we will be required to use additional cash to satisfy the minimum payment obligations associated with the increased indebtedness.