Merit Medical Reports Third Quarter 2026 Results: Delivers 9% Organic Constant Currency Revenue Growth and Raises Full-Year 2026 Guidance
The revised revenue outlook raises the lower bound but trims the upper bound, while both ends of adjusted earnings guidance increase.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Summary
Merit Medical Systems (NASDAQ: MMSI) reported third-quarter 2026 revenue of $416.2 million, with higher earnings and an updated full-year outlook. Revenue increased 8.4% year over year; organic growth excluding currency effects was 9%. GAAP diluted earnings rose to $0.70 per share from $0.46, while GAAP operating margin increased to 14.1% from 11.1%. GAAP gross margin declined to 48.2% from 48.5%.
Merit expects 2026 revenue of $1.635–$1.642 billion, versus $1.631–$1.643 billion previously, and raised non-GAAP earnings guidance to $4.33–$4.37 per share from $4.25–$4.35. Nine-month operating cash flow was $175.2 million, with free cash flow of $129.5 million. Cash reached $503.6 million at September 30, versus $446.4 million at year-end; total debt obligations remained $747.5 million. Procedural Solutions and Renal Therapies revenue declined despite growth across the other product categories.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major point. Forward-looking: it has not happened yet and may not happen.Merit raised expected 2026 non-GAAP EPS to $4.33–$4.37 from $4.25–$4.35, representing 13%–14% annual growth.
- Moderate pointThird-quarter revenue rose 8.4% year over year to $416.2 million.
- Moderate pointThird-quarter GAAP net income reached $42.3 million, versus $27.8 million; diluted EPS increased to $0.70 from $0.46.
- Moderate pointThird-quarter GAAP operating margin increased to 14.1% from 11.1% a year earlier.
- Moderate pointThird-quarter non-GAAP net income reached $67.4 million, versus $54.9 million; EPS increased to $1.12 from $0.92.
- Moderate pointThird-quarter non-GAAP operating margin increased to 21.3% from 19.7% a year earlier.
- Moderate pointNine-month operating cash flow totaled $175.2 million; free cash flow was $129.5 million.
17 minor points
- Minor pointThird-quarter organic revenue excluding currency effects grew 9% year over year, excluding a divestiture.
- Minor point. Forward-looking: it has not happened yet and may not happen.Merit revised expected 2026 revenue to $1.635–$1.642 billion from $1.631–$1.643 billion, raising the floor but lowering the ceiling.
- Minor pointCash increased to $503.6 million at September 30, 2026, from $446.4 million at December 31, 2025.
- Minor pointAvailable borrowing capacity was approximately $697 million at September 30, 2026.
- Minor pointFoundational Access third-quarter revenue rose 4% year over year to $157.922 million.
- Minor pointFoundational OEM third-quarter revenue rose 12% year over year to $46.278 million.
- Minor pointFoundational Vascular Intervention third-quarter revenue rose 20% year over year to $42.367 million.
- Minor pointFoundational Other third-quarter revenue rose 808% year over year to $2.006 million.
- Minor pointTherapeutic Cardiac Therapies third-quarter revenue rose 8% year over year to $27.547 million.
- Minor pointTherapeutic Endoscopy third-quarter revenue rose 33% year over year to $23.428 million.
- Minor pointTherapeutic OEM third-quarter revenue rose 32% year over year to $13.089 million.
- Minor pointTherapeutic Oncology third-quarter revenue rose 16% year over year to $27.085 million.
- Minor pointTherapeutic Vascular Intervention third-quarter revenue rose 8% year over year to $35.810 million.
- Minor pointNine-month revenue increased to $1,216.964 million from $1,121.970 million a year earlier.
- Minor pointNine-month GAAP net income increased to $122.109 million from $90.483 million; diluted EPS rose to $2.03 from $1.49.
- Minor pointThird-quarter selling, general and administrative expenses declined to $119.511 million from $119.801 million a year earlier.
- Minor pointThird-quarter research and development expenses declined to $22.393 million from $23.966 million a year earlier.
Negative
- Minor pointThird-quarter GAAP gross margin declined to 48.2% from 48.5% a year earlier.
- Minor pointThird-quarter non-GAAP gross margin declined to 52.8% from 53.6% a year earlier.
- Minor pointFoundational Procedural Solutions third-quarter revenue fell 16% year over year to $27.162 million; nine-month revenue fell 12%.
- Minor pointTherapeutic Renal Therapies third-quarter revenue fell 2% year over year to $13.550 million; nine-month revenue fell 6%.
- Minor pointThird-quarter interest expense increased to $7.333 million from $6.754 million a year earlier.
2 minor points
- Minor pointNine-month selling, general and administrative expenses increased to $366.950 million from $340.384 million a year earlier.
- Minor point. Forward-looking: it has not happened yet and may not happen.Convertible notes carry approximately $0.01 per share of expected dilution in 2026 non-GAAP EPS guidance.
Key Figures
- Q3 revenue
- $416.2 million, up 8.4%
- Third quarter 2026
- Organic constant-currency revenue growth
- 9%
- Q3 2026, excluding the impact of a strategic divestiture
- GAAP EPS
- $0.70, up 51%
- Q3 2026 year over year
- Non-GAAP EPS
- $1.12, up 22%
- Q3 2026 year over year
- FY2026 revenue guidance
- $1.635–$1.642 billion
- Updated guidance; prior guidance was $1.631–$1.643 billion
- FY2026 non-GAAP EPS guidance
- $4.33–$4.37
- Updated guidance; prior guidance was $4.25–$4.35
Previous Earnings Reports
-
Raised FY2026 revenue and non-GAAP EPS ranges, establishing the guidance baseline now increased.
-
Reported Q3 revenue and earnings and raised full-year guidance, providing the comparable quarter baseline.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
non-gaap financial measures financial
convertible senior notes financial
if-converted method financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
Financial Highlights†
- Reported revenue of
$416.2 million , up8.4% - Constant currency revenue* and constant currency revenue, organic* up
8% and up9% , respectively - GAAP operating margin of
14.1% , compared to11.1% in prior year period - Non-GAAP operating margin* of
21.3% , compared to19.7% in prior year period - GAAP EPS
$0.70 , up51% - Non-GAAP EPS*
$1.12 , up22% - Cash flow from operations of
$175.2 million year-to-date - Free cash flow* generation of
$129.5 million year-to-date
† Comparisons above are calculated for the current quarter compared with the third quarter of 2025, unless otherwise specified. Amounts stated in this release are rounded, while percentages are calculated from the underlying amounts.
* Constant currency revenue; constant currency revenue, organic; non-GAAP gross profit and margin; non-GAAP operating income and margin; non-GAAP net income; non-GAAP EPS; and free cash flow figures (used here and below) are non-GAAP financial measures. A reconciliation of these financial measures to their most directly comparable GAAP financial measures is included under the heading “Non-GAAP Financial Measures” below.
SOUTH JORDAN, Utah, Oct. 29, 2026 (GLOBE NEWSWIRE) -- Merit Medical Systems, Inc. (NASDAQ: MMSI), a leading global manufacturer and marketer of healthcare technology, today announced financial results for the three and nine-month periods ended September 30, 2026.
“Merit delivered third quarter financial results that exceeded the high end of our expectations, driven primarily by
Merit’s revenue by product category for the three and nine-month periods ended September 30, 2026 and 2025 was as follows (unaudited; in thousands, except for percentages):
| Three Months Ended | |||||||||||||||||||||
| Reported | Constant Currency* | ||||||||||||||||||||
| September 30, | Impact of foreign | September 30, | |||||||||||||||||||
| 2026 | 2025 | % Change | exchange | 2026 | % Change | ||||||||||||||||
| Foundational | |||||||||||||||||||||
| Access | $ | 157,922 | $ | 151,508 | 4 | % | $ | (1,018 | ) | $ | 156,904 | 4 | % | ||||||||
| OEM | 46,278 | 41,499 | 12 | % | 47 | 46,325 | 12 | % | |||||||||||||
| Procedural Solutions | 27,162 | 32,287 | (16 | ) | % | 184 | 27,346 | (15 | ) | % | |||||||||||
| Vascular Intervention | 42,367 | 35,391 | 20 | % | (166 | ) | 42,201 | 19 | % | ||||||||||||
| Other | 2,006 | 221 | 808 | % | 547 | 2,553 | 1,055 | % | |||||||||||||
| Total Foundational | 275,735 | 260,906 | 6 | % | (406 | ) | 275,329 | 6 | % | ||||||||||||
| Therapeutic | |||||||||||||||||||||
| Cardiac Therapies | 27,547 | 25,530 | 8 | % | (53 | ) | 27,494 | 8 | % | ||||||||||||
| Endoscopy | 23,428 | 17,631 | 33 | % | 36 | 23,464 | 33 | % | |||||||||||||
| OEM | 13,089 | 9,953 | 32 | % | (16 | ) | 13,073 | 31 | % | ||||||||||||
| Oncology | 27,085 | 23,263 | 16 | % | (24 | ) | 27,061 | 16 | % | ||||||||||||
| Renal Therapies | 13,550 | 13,808 | (2 | ) | % | (123 | ) | 13,427 | (3 | ) | % | ||||||||||
| Vascular Intervention | 35,810 | 33,066 | 8 | % | (496 | ) | 35,314 | 7 | % | ||||||||||||
| Total Therapeutic | 140,509 | 123,251 | 14 | % | (676 | ) | 139,833 | 13 | % | ||||||||||||
| Total | $ | 416,244 | $ | 384,157 | 8 | % | $ | (1,082 | ) | $ | 415,162 | 8 | % | ||||||||
| Nine Months Ended | |||||||||||||||||||||
| Reported | Constant Currency * | ||||||||||||||||||||
| September 30, | Impact of foreign | September 30, | |||||||||||||||||||
| 2026 | 2025 | % Change | exchange | 2026 | % Change | ||||||||||||||||
| Foundational | |||||||||||||||||||||
| Access | $ | 470,832 | $ | 438,028 | 7 | % | $ | (8,538 | ) | $ | 462,294 | 6 | % | ||||||||
| OEM | 134,156 | 128,140 | 5 | % | (217 | ) | 133,939 | 5 | % | ||||||||||||
| Procedural Solutions | 81,599 | 92,597 | (12 | ) | % | 166 | 81,765 | (12 | ) | % | |||||||||||
| Vascular Intervention | 123,057 | 103,195 | 19 | % | (1,638 | ) | 121,419 | 18 | % | ||||||||||||
| Other | 2,531 | 1,710 | 48 | % | 3,296 | 5,827 | 241 | % | |||||||||||||
| Total Foundational | 812,175 | 763,670 | 6 | % | (6,931 | ) | 805,244 | 5 | % | ||||||||||||
| Therapeutic | |||||||||||||||||||||
| Cardiac Therapies | 83,461 | 69,019 | 21 | % | (1,747 | ) | 81,714 | 18 | % | ||||||||||||
| Endoscopy | 68,767 | 52,582 | 31 | % | 56 | 68,823 | 31 | % | |||||||||||||
| OEM | 33,365 | 30,830 | 8 | % | (66 | ) | 33,299 | 8 | % | ||||||||||||
| Oncology | 76,367 | 69,257 | 10 | % | (550 | ) | 75,817 | 9 | % | ||||||||||||
| Renal Therapies | 37,775 | 40,014 | (6 | ) | % | (515 | ) | 37,260 | (7 | ) | % | ||||||||||
| Vascular Intervention | 105,054 | 96,598 | 9 | % | (2,252 | ) | 102,802 | 6 | % | ||||||||||||
| Total Therapeutic | 404,789 | 358,300 | 13 | % | (5,074 | ) | 399,715 | 12 | % | ||||||||||||
| Total | $ | 1,216,964 | $ | 1,121,970 | 8 | % | $ | (12,005 | ) | $ | 1,204,959 | 7 | % | ||||||||
Financial Summary:
GAAP gross margin was
GAAP operating margin was
GAAP net income was
As of September 30, 2026, Merit had cash and cash equivalents of
Fiscal Year 2026 Financial Guidance
Based upon the information currently available to Merit’s management, for the twelve-month period ending December 31, 2026, absent the potential impact of trade policies and related actions implemented by the U.S. and other countries subsequent to today’s date, material acquisitions, non-recurring transactions or other factors beyond Merit’s current expectations, Merit anticipates the following financial results:
Revenue and Earnings Guidance*
| Updated Guidance | Prior Guidance(2) | ||||
| Year Ending | % Change | Year Ending | % Change | ||
| Financial Measure | December 31, 2026 | Y/Y | December 31, 2026 | Y/Y | |
| Total Revenue | |||||
| Non-GAAP Earnings Per Share(1) | |||||
*Percentage figures approximated; dollar figures may not foot due to rounding.
(1) Merit’s non-GAAP earnings per share reflect the dilutive impact of its
(2) “Prior Guidance” reflects Merit’s full-year 2026 financial guidance, previously introduced on July 30, 2026.
Merit does not provide guidance for GAAP reported financial measures (other than revenue) or a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable GAAP reported financial measures (other than revenue) because Merit is unable to predict with reasonable certainty the financial impact of various items which could impact Merit’s future financial results, such as expenses attributable to acquisitions or other extraordinary transactions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain employee termination benefits, performance-based stock compensation expenses, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, governmental proceedings, and changes in governmental or industry regulations. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period. For the same reasons, Merit is unable to address the significance of the unavailable information, which could be material to future results. Specifically, Merit is not, without unreasonable effort, able to reasonably predict the amount and impact of these items and Merit believes inclusion of the most comparable GAAP financial measure, and a reconciliation of these forward-looking non-GAAP measures to their GAAP counterparts could be confusing to investors or cause undue reliance.
Merit’s financial guidance for the year ending December 31, 2026 is subject to risks and uncertainties identified in this release and Merit’s filings with the SEC. This guidance is based on information and estimates available to Merit as of October 29, 2026. Should known or unknown risks or uncertainties materialize or should underlying assumptions prove inaccurate, actual results will likely vary, and could vary materially, from past results and those anticipated, estimated or projected.
CONFERENCE CALL
As previously announced, Merit will hold its investor conference call today, Thursday, October 29, 2026, at 4:30 p.m., Eastern Time, to discuss its results for the third quarter and provide an operational update. To access the conference call, please pre-register using the following link. Registrants will receive confirmation with dial-in details. A live webcast and slide deck will also be available at merit.com.
| CONSOLIDATED BALANCE SHEETS (in thousands) | ||||||||
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | (Unaudited) | |||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 503,551 | $ | 446,404 | ||||
| Trade receivables, net | 221,866 | 203,710 | ||||||
| Other receivables | 37,875 | 17,773 | ||||||
| Inventories | 391,022 | 333,705 | ||||||
| Prepaid expenses and other current assets | 35,188 | 31,493 | ||||||
| Prepaid income taxes | 5,030 | 4,941 | ||||||
| Income tax refund receivables | 4,283 | 2,128 | ||||||
| Total current assets | 1,198,815 | 1,040,154 | ||||||
| Property and equipment, net | 437,347 | 428,401 | ||||||
| Intangible assets, net | 591,204 | 537,654 | ||||||
| Goodwill | 537,135 | 506,837 | ||||||
| Deferred income tax assets | 7,273 | 7,049 | ||||||
| Right-of-use operating lease assets | 84,379 | 87,600 | ||||||
| Other assets | 68,753 | 78,227 | ||||||
| Total Assets | $ | 2,924,906 | $ | 2,685,922 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current Liabilities | ||||||||
| Trade payables | $ | 66,286 | $ | 60,551 | ||||
| Accrued expenses | 174,024 | 159,486 | ||||||
| Short-term operating lease liabilities | 10,382 | 10,876 | ||||||
| Income taxes payable | 14,391 | 8,851 | ||||||
| Total current liabilities | 265,083 | 239,764 | ||||||
| Long-term debt | 737,404 | 734,038 | ||||||
| Deferred income tax liabilities | 37,216 | 19,665 | ||||||
| Liabilities related to unrecognized tax benefits | 2,248 | 2,248 | ||||||
| Deferred compensation payable | 19,373 | 17,542 | ||||||
| Deferred credits | 1,321 | 1,398 | ||||||
| Long-term operating lease liabilities | 74,273 | 76,658 | ||||||
| Other long-term obligations | 43,437 | 10,306 | ||||||
| Total liabilities | 1,180,355 | 1,101,619 | ||||||
| Stockholders' Equity | ||||||||
| Common stock | 808,930 | 763,909 | ||||||
| Retained earnings | 946,139 | 824,030 | ||||||
| Accumulated other comprehensive loss | (10,518 | ) | (3,636 | ) | ||||
| Total stockholders' equity | 1,744,551 | 1,584,303 | ||||||
| Total Liabilities and Stockholders' Equity | $ | 2,924,906 | $ | 2,685,922 | ||||
| CONSOLIDATED STATEMENTS OF INCOME (Unaudited, in thousands except per share amounts) | ||||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net sales | $ | 416,244 | $ | 384,157 | $ | 1,216,964 | $ | 1,121,970 | ||||||||
| Cost of sales | 215,613 | 197,746 | 616,370 | 579,052 | ||||||||||||
| Gross profit | 200,631 | 186,411 | 600,594 | 542,918 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative | 119,511 | 119,801 | 366,950 | 340,384 | ||||||||||||
| Research and development | 22,393 | 23,966 | 70,391 | 70,811 | ||||||||||||
| Contingent consideration (benefit) expense | (36 | ) | 32 | (70 | ) | 1,198 | ||||||||||
| Total operating expenses | 141,868 | 143,799 | 437,271 | 412,393 | ||||||||||||
| Income from operations | 58,763 | 42,612 | 163,323 | 130,525 | ||||||||||||
| Other income (expense): | ||||||||||||||||
| Interest income | 4,128 | 3,615 | 11,780 | 11,166 | ||||||||||||
| Interest expense | (7,333 | ) | (6,754 | ) | (25,977 | ) | (20,097 | ) | ||||||||
| Other income (expense) — net | 227 | (933 | ) | 11,519 | (1,717 | ) | ||||||||||
| Total other expense — net | (2,978 | ) | (4,072 | ) | (2,678 | ) | (10,648 | ) | ||||||||
| Income before income taxes | 55,785 | 38,540 | 160,645 | 119,877 | ||||||||||||
| Income tax expense | 13,474 | 10,785 | 38,536 | 29,394 | ||||||||||||
| Net income | $ | 42,311 | $ | 27,755 | $ | 122,109 | $ | 90,483 | ||||||||
| Earnings per common share | ||||||||||||||||
| Basic | $ | 0.71 | $ | 0.47 | $ | 2.05 | $ | 1.53 | ||||||||
| Diluted | $ | 0.70 | $ | 0.46 | $ | 2.03 | $ | 1.49 | ||||||||
| Weighted average shares outstanding | ||||||||||||||||
| Basic | 59,806 | 59,245 | 59,666 | 59,095 | ||||||||||||
| Diluted | 60,379 | 59,919 | 60,134 | 60,604 | ||||||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands) | ||||||||
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income | $ | 122,109 | $ | 90,483 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 93,383 | 91,629 | ||||||
| Gain on disposition of a business | (12,557 | ) | (249 | ) | ||||
| Amortization of right-of-use operating lease assets | 8,771 | 8,693 | ||||||
| Fair value adjustments related to contingent consideration liabilities | (70 | ) | 1,198 | |||||
| Stock-based compensation expense | 35,497 | 33,563 | ||||||
| Other adjustments | 6,950 | 5,123 | ||||||
| Changes in operating assets and liabilities, net of acquisitions and divestitures | (78,853 | ) | (31,579 | ) | ||||
| Total adjustments | 53,121 | 108,378 | ||||||
| Net cash, cash equivalents, and restricted cash provided by operating activities | 175,230 | 198,861 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Capital expenditures for property and equipment | (45,686 | ) | (57,252 | ) | ||||
| Proceeds from asset and business dispositions | 25,555 | 298 | ||||||
| Cash paid for notes receivable and other investments | (9,242 | ) | (14,936 | ) | ||||
| Cash paid in acquisitions, net of cash acquired | (93,049 | ) | (122,834 | ) | ||||
| Other investing, net | (2,293 | ) | (2,327 | ) | ||||
| Net cash, cash equivalents, and restricted cash used in investing activities | (124,715 | ) | (197,051 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of common stock | 16,272 | 22,179 | ||||||
| Contingent payments related to acquisitions | (3,030 | ) | (2,645 | ) | ||||
| Payment of taxes related to an exchange of common stock | (6,973 | ) | (8,597 | ) | ||||
| Net cash, cash equivalents, and restricted cash provided by financing activities | 6,269 | 10,937 | ||||||
| Effect of exchange rates on cash | 454 | 3,047 | ||||||
| Net increase in cash, cash equivalents and restricted cash | 57,238 | 15,794 | ||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||||||||
| Beginning of period | 448,549 | 378,767 | ||||||
| End of period | $ | 505,787 | $ | 394,561 | ||||
| RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS: | ||||||||
| Cash and cash equivalents | 503,551 | 392,457 | ||||||
| Restricted cash reported in prepaid expenses and other current assets | 2,236 | 2,104 | ||||||
| Total cash, cash equivalents and restricted cash | $ | 505,787 | $ | 394,561 | ||||
Non-GAAP Financial Measures
Although Merit’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), Merit’s management believes that the non-GAAP financial measures referenced in this release may provide investors with useful information regarding the underlying business trends and performance of Merit’s ongoing operations and can be useful for period-over-period comparisons of such operations. Non-GAAP financial measures used in this release include:
- constant currency revenue;
- constant currency revenue, organic;
- non-GAAP gross profit and margin;
- non-GAAP operating income and margin;
- non-GAAP net income;
- non-GAAP earnings per share; and
- free cash flow.
Merit’s management team uses these non-GAAP financial measures to evaluate Merit’s profitability and efficiency, to compare operating and financial results to prior periods, to evaluate changes in the results of its operating segment, and to measure and allocate financial resources internally. However, Merit’s management does not consider such non-GAAP measures in isolation or as an alternative to measures determined in accordance with GAAP.
Readers should consider non-GAAP measures used in this release in addition to, not as a substitute for, financial reporting measures prepared in accordance with GAAP. These non-GAAP financial measures generally exclude some, but not all, items that may affect Merit’s net income. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded. Merit believes it is useful to exclude such items in the calculation of non-GAAP gross profit and margin, non-GAAP operating income and margin, non-GAAP net income, and non-GAAP earnings per share (in each case, as further illustrated in the reconciliation tables below) because such amounts in any specific period may not directly correlate to the underlying performance of Merit’s business operations and can vary significantly between periods as a result of factors such as acquisition or other extraordinary transactions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain employee termination benefits, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, governmental proceedings or changes in tax or industry regulations, gains or losses on disposal of certain assets, equity method investment loss (income) from equity investees, and debt issuance costs. Merit may incur similar types of expenses in the future, and the non-GAAP financial information included in this release should not be viewed as a statement or indication that these types of expenses will not recur. Additionally, the non-GAAP financial measures used in this release may not be comparable with similarly titled measures of other companies. Merit urges readers to review the reconciliations of its non-GAAP financial measures to their most directly comparable GAAP financial measures included herein, and not to rely on any single financial measure to evaluate Merit’s business or results of operations.
Constant Currency Revenue
Merit’s constant currency revenue is prepared by converting the current-period reported revenue of subsidiaries whose functional currency is a currency other than the U.S. dollar at the applicable foreign exchange rates in effect during the comparable prior-year period and adjusting for the effects of hedging transactions on reported revenue, which are recorded in the U.S. dollar. The constant currency revenue adjustment of
Constant Currency Revenue, Organic
Merit’s constant currency revenue, organic, is defined, with respect to prior fiscal year periods, as GAAP revenue less revenue from certain divestitures. For the three and nine-month periods ended September 30, 2025, Merit’s constant currency revenue, organic, excludes revenues attributable to the DualCap® product line which Merit sold to Health Line International Corporation (“Health Line”) on February 17, 2026 (the “DualCap Divestiture”).
With respect to current fiscal year periods, constant currency revenue, organic, is defined as constant currency revenue (as defined above), less revenue from certain acquisitions and divestitures. For the three-month period ended September 30, 2026, Merit’s constant currency revenue, organic, excludes revenues attributable to products acquired in connection with (i) Merit’s acquisition of View Point Medical, Inc. (“View Point”) in April 2026 (the “View Point Merger”) and (ii) the assets acquired from Pentax of America, Inc. related to the C2 CryoBalloon™ device in November 2025 (the “C2 Acquisition”). For the nine-month period ended September 30, 2026, Merit’s constant currency revenue, organic, excludes revenues attributable to products acquired in connection with (i) the View Point Merger, (ii) the C2 Acquisition and (iii) Merit’s acquisition of Biolife Delaware, L.L.C. (“Biolife”) in May 2025 (the “Biolife Merger”) and excludes revenues attributable to the DualCap Divestiture.
Non-GAAP Gross Profit and Margin
Non-GAAP gross profit is calculated by reducing GAAP cost of sales by amounts recorded for amortization of intangible assets and inventory mark-up related to acquisitions. Non-GAAP gross margin is calculated by dividing non-GAAP gross profit by reported net sales.
Non-GAAP Operating Income and Margin
Non-GAAP operating income is calculated by adjusting GAAP operating income for certain items which are deemed by Merit’s management to be outside of core operations and vary in amount and frequency among periods, such as expenses related to acquisitions or other extraordinary transactions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain employee termination benefits, performance-based stock compensation expenses, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, governmental proceedings, and changes in governmental or industry regulations, as well as other items referenced in the tables below. Non-GAAP operating margin is calculated by dividing non-GAAP operating income by reported net sales.
Non-GAAP Net Income
Non-GAAP net income is calculated by adjusting GAAP net income for the items set forth in the definition of non-GAAP operating income above, as well as for expenses related to Merit’s long-term debt, gains or losses on disposal of certain assets, equity method investment loss (income) from equity investees, and other items set forth in the tables below.
Non-GAAP EPS
Non-GAAP EPS is defined as non-GAAP net income divided by the diluted shares outstanding for the corresponding period.
Free Cash Flow
Free cash flow is defined as cash flow from operations calculated in accordance with GAAP, less capital expenditures for property and equipment calculated in accordance with GAAP, as set forth in the consolidated statement of cash flows.
Other Non-GAAP Financial Measure Reconciliations
The following tables set forth supplemental financial data and corresponding reconciliations of non-GAAP financial measures to Merit’s corresponding financial measures prepared in accordance with GAAP, in each case, for the three and nine-month periods ended September 30, 2026 and 2025. The non-GAAP income adjustments referenced in the following tables do not reflect non-performance-based stock compensation expense of
Reconciliation of GAAP Net Income to Non-GAAP Net Income
(Unaudited, in thousands except per share amounts)
| Three Months Ended | ||||||||||||||||
| September 30, 2026 | ||||||||||||||||
| Pre-Tax | Tax Impact | After-Tax | Per Share Impact | |||||||||||||
| GAAP net income | $ | 55,785 | $ | (13,474 | ) | $ | 42,311 | $ | 0.70 | |||||||
| Non-GAAP adjustments: | ||||||||||||||||
| Cost of Sales | ||||||||||||||||
| Amortization of intangibles | 18,996 | (4,484 | ) | 14,512 | 0.24 | |||||||||||
| Operating Expenses | ||||||||||||||||
| Contingent consideration benefit | (36 | ) | (14 | ) | (50 | ) | (0.00 | ) | ||||||||
| Amortization of intangibles | 2,540 | (600 | ) | 1,940 | 0.03 | |||||||||||
| Performance-based share-based compensation (a) | 7,173 | (665 | ) | 6,508 | 0.11 | |||||||||||
| Corporate restructuring (b) | 301 | (71 | ) | 230 | 0.00 | |||||||||||
| Acquisition-related | 280 | (11 | ) | 269 | 0.00 | |||||||||||
| Medical Device Regulation expenses (c) | 519 | (123 | ) | 396 | 0.01 | |||||||||||
| Other (Income) Expense | ||||||||||||||||
| Long-term debt costs (e) | 1,414 | (334 | ) | 1,080 | 0.02 | |||||||||||
| Other non-operating loss (f) | 254 | (60 | ) | 194 | 0.00 | |||||||||||
| Non-GAAP net income | $ | 87,226 | $ | (19,836 | ) | $ | 67,390 | $ | 1.12 | |||||||
| Diluted shares | 60,379 | |||||||||||||||
Three Months Ended | ||||||||||||||||
| September 30, 2025 | ||||||||||||||||
| Pre-Tax | Tax Impact | After-Tax | Per Share Impact | |||||||||||||
| GAAP net income | $ | 38,540 | $ | (10,785 | ) | $ | 27,755 | $ | 0.46 | |||||||
| Non-GAAP adjustments: | ||||||||||||||||
| Cost of Sales | ||||||||||||||||
| Amortization of intangibles | 19,212 | (4,539 | ) | 14,673 | 0.24 | |||||||||||
| Inventory mark-up related to acquisitions | 183 | (43 | ) | 140 | 0.00 | |||||||||||
| Operating Expenses | ||||||||||||||||
| Contingent consideration expense | 32 | (5 | ) | 27 | 0.00 | |||||||||||
| Amortization of intangibles | 2,560 | (604 | ) | 1,956 | 0.03 | |||||||||||
| Performance-based share-based compensation (a) | 9,028 | (1,413 | ) | 7,615 | 0.13 | |||||||||||
| Corporate restructuring (b) | 286 | (67 | ) | 219 | 0.00 | |||||||||||
| Acquisition-related | (68 | ) | 16 | (52 | ) | (0.00 | ) | |||||||||
| Medical Device Regulation expenses (c) | 1,655 | (391 | ) | 1,264 | 0.02 | |||||||||||
| Other (d) | 74 | (17 | ) | 57 | 0.00 | |||||||||||
| Other (Income) Expense | ||||||||||||||||
| Long-term debt costs (e) | 1,414 | (334 | ) | 1,080 | 0.02 | |||||||||||
| Other non-operating loss (f) | 260 | (61 | ) | 199 | 0.00 | |||||||||||
| Non-GAAP net income | $ | 73,176 | $ | (18,243 | ) | $ | 54,933 | $ | 0.92 | |||||||
| Diluted shares | 59,919 | |||||||||||||||
_____________________
Note: Certain per-share impacts may not sum to totals due to rounding.
Reconciliation of GAAP Net Income to Non-GAAP Net Income
(Unaudited, in thousands except per share amounts)
| Nine Months Ended | ||||||||||||||||
| September 30, 2026 | ||||||||||||||||
| Pre-Tax | Tax Impact | After-Tax | Per Share Impact | |||||||||||||
| GAAP net income | $ | 160,645 | $ | (38,536 | ) | $ | 122,109 | $ | 2.03 | |||||||
| Non-GAAP adjustments: | ||||||||||||||||
| Cost of Sales | ||||||||||||||||
| Amortization of intangibles | 55,941 | (13,206 | ) | 42,735 | 0.71 | |||||||||||
| Operating Expenses | ||||||||||||||||
| Contingent consideration benefit | (70 | ) | (9 | ) | (79 | ) | (0.00 | ) | ||||||||
| Amortization of intangibles | 7,490 | (1,768 | ) | 5,722 | 0.10 | |||||||||||
| Performance-based share-based compensation (a) | 19,602 | (1,727 | ) | 17,875 | 0.30 | |||||||||||
| Corporate restructuring (b) | 2,460 | (581 | ) | 1,879 | 0.03 | |||||||||||
| Acquisition-related | 7,091 | (916 | ) | 6,175 | 0.10 | |||||||||||
| Medical Device Regulation expenses (c) | 2,589 | (611 | ) | 1,978 | 0.03 | |||||||||||
| Other (Income) Expense | ||||||||||||||||
| Long-term debt costs (e) | 9,305 | (2,197 | ) | 7,108 | 0.12 | |||||||||||
| Gain on disposal of business unit | (12,502 | ) | 1,520 | (10,982 | ) | (0.18 | ) | |||||||||
| Other non-operating loss (f) | 1,079 | (267 | ) | 812 | 0.01 | |||||||||||
| Non-GAAP net income | $ | 253,630 | $ | (58,298 | ) | $ | 195,332 | $ | 3.25 | |||||||
| Diluted shares | 60,134 | |||||||||||||||
Nine Months Ended | |||||||||||||||
| September 30, 2025 | |||||||||||||||
| Pre-Tax | Tax Impact | After-Tax | Per Share Impact | ||||||||||||
| GAAP net income | $ | 119,877 | $ | (29,394 | ) | $ | 90,483 | $ | 1.49 | ||||||
| Non-GAAP adjustments: | |||||||||||||||
| Cost of Sales | |||||||||||||||
| Amortization of intangibles | 55,798 | (13,184 | ) | 42,614 | 0.70 | ||||||||||
| Inventory mark-up related to acquisitions | 250 | (59 | ) | 191 | 0.00 | ||||||||||
| Operating Expenses | |||||||||||||||
| Contingent consideration expense | 1,198 | 29 | 1,227 | 0.02 | |||||||||||
| Amortization of intangibles | 7,497 | (1,771 | ) | 5,726 | 0.09 | ||||||||||
| Performance-based share-based compensation (a) | 19,681 | (2,344 | ) | 17,337 | 0.29 | ||||||||||
| Corporate restructuring (b) | 2,873 | (678 | ) | 2,195 | 0.04 | ||||||||||
| Acquisition-related | 2,088 | (2 | ) | 2,086 | 0.03 | ||||||||||
| Medical Device Regulation expenses (c) | 4,883 | (1,153 | ) | 3,730 | 0.06 | ||||||||||
| Other (d) | 103 | (24 | ) | 79 | 0.00 | ||||||||||
| Other (Income) Expense | |||||||||||||||
| Long-term debt costs (e) | 4,242 | (1,002 | ) | 3,240 | 0.05 | ||||||||||
| Other non-operating loss (f) | 11 | (61 | ) | (50 | ) | (0.00 | ) | ||||||||
| Non-GAAP net income | $ | 218,501 | $ | (49,643 | ) | $ | 168,858 | $ | 2.79 | ||||||
| Diluted shares | 60,604 | ||||||||||||||
_____________________
Note: Certain per-share impacts may not sum to totals due to rounding.
Reconciliation of Reported Operating Income to Non-GAAP Operating Income
(Unaudited, in thousands except percentages)
| Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | |||||||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||||||||||||
| Amounts | % Sales | Amounts | % Sales | Amounts | % Sales | Amounts | % Sales | |||||||||||||||||||||||
| Net Sales as Reported | $ | 416,244 | $ | 384,157 | $ | 1,216,964 | $ | 1,121,970 | ||||||||||||||||||||||
| GAAP Operating Income | 58,763 | 14.1 | % | 42,612 | 11.1 | % | 163,323 | 13.4 | % | 130,525 | 11.6 | % | ||||||||||||||||||
| Cost of Sales | ||||||||||||||||||||||||||||||
| Amortization of intangibles | 18,996 | 4.6 | % | 19,212 | 5.0 | % | 55,941 | 4.6 | % | 55,798 | 5.0 | % | ||||||||||||||||||
| Inventory mark-up related to acquisitions | — | — | 183 | 0.0 | % | — | — | 250 | 0.0 | % | ||||||||||||||||||||
| Operating Expenses | ||||||||||||||||||||||||||||||
| Contingent consideration (benefit) expense | (36 | ) | (0.0 | ) | % | 32 | 0.0 | % | (70 | ) | (0.0 | ) | % | 1,198 | 0.1 | % | ||||||||||||||
| Amortization of intangibles | 2,540 | 0.6 | % | 2,560 | 0.7 | % | 7,490 | 0.6 | % | 7,497 | 0.7 | % | ||||||||||||||||||
| Performance-based share-based compensation (a) | 7,173 | 1.7 | % | 9,028 | 2.4 | % | 19,602 | 1.6 | % | 19,681 | 1.8 | % | ||||||||||||||||||
| Corporate restructuring (b) | 301 | 0.1 | % | 286 | 0.1 | % | 2,460 | 0.2 | % | 2,873 | 0.3 | % | ||||||||||||||||||
| Acquisition-related | 280 | 0.1 | % | (68 | ) | (0.0 | ) | % | 7,091 | 0.6 | % | 2,088 | 0.2 | % | ||||||||||||||||
| Medical Device Regulation expenses (c) | 519 | 0.1 | % | 1,655 | 0.4 | % | 2,589 | 0.2 | % | 4,883 | 0.4 | % | ||||||||||||||||||
| Other (d) | — | — | 74 | 0.0 | % | — | — | 103 | 0.0 | % | ||||||||||||||||||||
| Non-GAAP Operating Income | $ | 88,536 | 21.3 | % | $ | 75,574 | 19.7 | % | $ | 258,426 | 21.2 | % | $ | 224,896 | 20.0 | % | ||||||||||||||
| _____________________ | |
| Note: Certain percentages may not sum to totals due to rounding. | |
| (a) | Represents performance-based share-based compensation expense, including stock-settled and cash-settled awards. |
| (b) | Includes employee termination benefits associated with activities related to corporate restructuring initiatives and costs to terminate certain distribution contracts from the Biolife Merger. |
| (c) | Represents incremental expenses incurred to comply with the E.U. Medical Device Regulation. |
| (d) | Represents costs to comply with Merit’s corporate integrity agreement with the U.S. Department of Justice. |
| (e) | Represents costs associated with the Convertible Notes including the amortization of debt issuance costs and, for the nine-months ended September 30, 2026, a one-time charge for additional interest incurred pursuant to Merit's obligation to remove restrictive legends. |
| (f) | Includes equity method investment loss from equity investees. |
Reconciliation of Reported Revenue to Constant Currency Revenue (Non-GAAP), and Constant Currency Revenue, Organic (Non-GAAP)
(Unaudited, in thousands except percentages)
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
| September 30, | September 30, | |||||||||||||||||||
| % Change | 2026 | 2025 | % Change | 2026 | 2025 | |||||||||||||||
| Reported Revenue | 8.4 | % | $ | 416,244 | $ | 384,157 | 8.5 | % | $ | 1,216,964 | $ | 1,121,970 | ||||||||
| Add: Impact of foreign exchange | (1,082 | ) | — | (12,005 | ) | — | ||||||||||||||
| Constant Currency Revenue (a) | 8.1 | % | $ | 415,162 | $ | 384,157 | 7.4 | % | $ | 1,204,959 | $ | 1,121,970 | ||||||||
| Less: Revenue from certain acquisitions | (2,634 | ) | — | (16,338 | ) | — | ||||||||||||||
| Less: Revenue from divestitures (b) | — | (5,228 | ) | (1,644 | ) | (15,440 | ) | |||||||||||||
| Constant Currency Revenue, Organic (a) | 8.9 | % | $ | 412,528 | $ | 378,929 | 7.3 | % | $ | 1,186,977 | $ | 1,106,530 | ||||||||
| _____________________ | |
| (a) | A non-GAAP financial measure. For a definition of this and other non-GAAP financial measures, see the section of this release entitled “Non-GAAP Financial Measures.” |
| (b) | On February 17, 2026, Merit consummated the DualCap Divestiture for consideration of |
Reconciliation of Reported Gross Margin to Non-GAAP Gross Margin (Non-GAAP)
(Unaudited, as a percentage of reported revenue)
| Three Months Ended | Nine Months Ended | |||||||||||
| September 30, | September 30, | |||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||
| Reported Gross Margin | 48.2 | % | 48.5 | % | 49.4 | % | 48.4 | % | ||||
| Add back impact of: | ||||||||||||
| Amortization of intangibles | 4.6 | % | 5.0 | % | 4.6 | % | 5.0 | % | ||||
| Inventory mark-up related to acquisitions | — | % | 0.0 | % | — | % | 0.0 | % | ||||
| Non-GAAP Gross Margin | 52.8 | % | 53.6 | % | 53.9 | % | 53.4 | % | ||||
_____________________
Note: Certain percentages may not sum to totals due to rounding.
Reconciliation of Reported Cash Flow from Operations to Free Cash Flow (Non-GAAP)
(Unaudited, in thousands)
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2026 | 2025 | |||||||
| Reported Cash Flow from Operations | $ | 175,230 | $ | 198,861 | ||||
| Less: Capital Expenditures | (45,686 | ) | (57,252 | ) | ||||
| Free Cash Flow | $ | 129,544 | $ | 141,609 | ||||
Reconciliation of 2026 Net Sales Guidance - % Change from Prior Year (Constant Currency)
| Updated Guidance | Prior Guidance(1) | |||||||
| Low | High | Low | High | |||||
| 2026 Net Sales Guidance - % Change from Prior Year (GAAP) | ||||||||
| Estimated impact of foreign currency exchange rate fluctuations | ( | ( | ( | ( | ||||
| 2026 Net Sales Guidance - % Change from Prior Year (Constant Currency) | ||||||||
_____________________
Note: Certain percentages may not sum to totals due to rounding.
(1) “Prior Guidance” reflects Merit’s full-year 2026 financial guidance, previously introduced on July 30, 2026.
ABOUT MERIT
Founded in 1987, Merit is engaged in the development, manufacture, and distribution of proprietary medical devices used in interventional, diagnostic, and therapeutic procedures, particularly in cardiology, radiology, oncology, critical care, and endoscopy. Merit serves customers worldwide with a domestic and international sales force and clinical support team totaling approximately 900 individuals. Merit employs approximately 7,500 people worldwide.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This release 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. 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 Merit’s future operating performance or events or developments that Merit’s management expects or anticipates will occur, including, without limitation, any statements regarding Merit’s projected revenues, earnings or other future financial measures, Merit’s plans and objectives for future operations, Merit’s 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 Merit’s 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 release are based on Merit 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 may differ materially, from Merit’s 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 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 acquisition of Solo Pace, Inc. (“Solo Pace”) and SOLO PACE CONTROL and FUSION systems and related technology in October 2026; risks and uncertainties associated with Merit’s integration of the Solo Pace business, assets and operations into its operations and its ability to achieve anticipated financial results, product development and other anticipated benefits of the acquisition; uncertainties as to whether Merit will achieve revenue or other financial performance consistent with its forecasts projected for the Solo Pace acquisition; 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 the View Point Merger in April 2026, 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 Merit’s
All subsequent forward-looking statements attributable to Merit or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Actual results will likely differ, and may differ materially, from anticipated results. 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 release are made only as of the date of this release, 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.
TRADEMARKS
Unless noted otherwise, trademarks and registered trademarks used in this release are the property of Merit Medical Systems, Inc., its subsidiaries, or its licensors.
| Contacts: | ||
| PR/Media Inquiries: Sarah Comstock Merit Medical | Investor Inquiries: Mike Piccinino, CFA, IRC ICR Healthcare | |
| +1-801-432-2864 | +1-443-213-0509 | |
| sarah.comstock@merit.com | mike.piccinino@icrhealthcare.com | |
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were Merit Medical's third-quarter 2026 revenue and earnings?
Merit Medical reported $416.2 million in revenue and GAAP diluted earnings of $0.70 per share. Revenue increased 8.4% year over year, while diluted earnings rose from $0.46 per share. Non-GAAP earnings were $1.12 per share, compared with $0.92 a year earlier.
What is Merit Medical's updated full-year 2026 guidance?
Merit expects $1.635–$1.642 billion in revenue and $4.33–$4.37 in non-GAAP earnings per share for 2026. The previous ranges were $1.631–$1.643 billion and $4.25–$4.35, respectively. The updated outlook represents approximately 8% revenue growth and 13%–14% non-GAAP earnings-per-share growth year over year.
How do Merit Medical's convertible notes affect its 2026 earnings guidance?
The 2026 non-GAAP earnings guidance includes approximately $0.01 per share of dilution from Merit's 3.00% Convertible Senior Notes due 2029. The calculation assumes conversion into shares and does not include any offsetting effects from the associated capped-call transaction.