Artivion (NYSE: AORT) extends debt to 2031 and adds $150M facility

Rhea-AI Filing Summary

Artivion, Inc. entered into a Second Amendment to its Credit and Guaranty Agreement with Ares Capital and other lenders. The amendment extends the maturity of its existing term loans and revolving credit facility by one year to January 18, 2031, lowers the interest rate margins on both facilities, and adds a new $150.0 million secured delayed draw term loan facility.

After the amendment, term loans bear interest at either the base rate plus 3.75% or SOFR plus 4.75%, while revolving borrowings are priced at the base rate plus 2.50% or SOFR plus 3.50%. There are no scheduled principal repayments before final maturity, and Artivion can prepay, though prepayments of term loans (and certain revolver reductions below $30,000,000) before July 18, 2027 incur a 1.00% premium.

Subject to a specified maximum total net leverage ratio and other customary conditions, Artivion may draw on the $150.0 million delayed draw term loan facility until September 12, 2027. The company may use these borrowings for permitted acquisitions (including earnouts), other permitted investments, and capital expenditures.

Insights

Corporate finance analyst

Artivion secures longer-dated, cheaper debt and a $150M draw option.

Artivion amended its credit agreement to extend the maturity of its term loans and revolving credit facility to January 18, 2031, while reducing the interest margins on both. This lengthens the debt runway and lowers ongoing borrowing costs on existing facilities relative to the prior structure, based on the disclosed margins over base rate or SOFR.

The amendment adds a new secured delayed draw term loan facility of $150.0 million, available through September 12, 2027, subject to a maximum total net leverage ratio and other customary conditions. The use of proceeds is focused on permitted acquisitions, other permitted investments, and capital expenditures, indicating capacity to finance growth-oriented activities within the covenant framework.

The agreement includes flexibility to prepay but applies a 1.00% premium on early prepayments of term loans (and certain revolver reductions below $30,000,000) before July 18, 2027. Future disclosures in company filings will show how much of the delayed draw facility is actually utilized and for which types of acquisitions or projects.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0000784199FALSE00007841992025-09-122025-09-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________________

FORM 8-K

___________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 12, 2025

___________________________________________

ARTIVION, INC.

(Exact name of registrant as specified in its charter)

___________________________________________

Delaware			1-13165			59-2417093
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

1655 Roberts Boulevard, N.W., Kennesaw, Georgia						30144
(Address of principal executive office)						(Zip Code)

Registrant’s telephone number, including area code: (770) 419-3355

___________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value			AORT			NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 12, 2025 (the “Second Amendment Effective Date”), Artivion, Inc. (“Artivion”) entered into a Second Amendment to Credit and Guaranty Agreement (the “Amendment”), among Artivion, as borrower, certain subsidiaries of Artivion, as guarantors, the lenders party thereto and Ares Capital Corporation, as administrative agent, which amends the Credit and Guaranty Agreement dated as of January 18, 2024 (as amended from time to time prior to the date hereof, the “Credit Agreement”), among Artivion, as borrower, certain subsidiaries of Artivion, as guarantors, the lenders from time to time party thereto and Ares Capital Corporation, as administrative agent and collateral agent.

The Amendment provides for (i) an extension of the maturity date of the existing term loans (the “Existing Term Loan Facility”) and the existing revolving credit facility (the “Existing Revolving Credit Facility”) under the Credit Agreement by one year to January 18, 2031, (ii) a reduction in the interest rate margin applicable to the Existing Term Loan Facility and the Existing Revolving Credit Facility and (iii) a new $150.0 million secured delayed draw term loan facility (the “New Delayed Draw Term Loan Facility” and, together with the Existing Term Loan Facility, the “Term Loan Facilities”).

There are no scheduled repayments of principal required to be made prior to the final maturity date under the Credit Agreement. Artivion has the right to prepay loans under the Credit Agreement in whole or in part at any time, provided that any prepayment of loans under the Term Loan Facilities (or loans under the Revolving Credit Facility to the extent reducing the balance of outstanding loans below $30,000,000) will be subject to a prepayment premium of 1.00% if the prepayment occurs prior to July 18, 2027.

On and after the Second Amendment Effective Date, (i) loans under the Term Loan Facilities bear interest, at Artivion’s option, at a floating annual rate equal to either the base rate plus a margin of 3.75% or the Secured Overnight Financing Rate (“SOFR”) plus a margin of 4.75% and (ii) loans under the Revolving Credit Facility bear interest, at Artivion’s option, at a floating annual rate equal to either the base rate plus a margin of 2.50% or SOFR plus a margin of 3.50%.

Subject to the satisfaction of a specified maximum total net leverage ratio and other customary conditions, Artivion may borrow under the New Delayed Draw Term Loan Facility at any time and from time to time on or prior to September 12, 2027. The proceeds of borrowings under the Delayed Draw Term Loan Facility may be used to fund permitted acquisitions (including any earnouts and other similar payments in connection therewith), other investments permitted by the Credit Agreement and capital expenditures, among other things. Loans borrowed under the New Delayed Draw Term Loan Facility will have the same terms and interest rate margins as the loans under the Existing Term Loan Facility.

The description of the Credit Agreement contained herein is qualified in its entirety by reference to the text of the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number			Exhibit Description
10.1			Second Amendment to Credit and Guaranty Agreement, dated as of September 12, 2025, by and among Artivion, Inc., as the borrower, On-X Life Technologies Holdings, Inc., On-X Life Technologies, Inc. and Ascyrus Medical, LLC, as subsidiary guarantors, the lenders from time to time party thereto and Ares Capital Corporation, as administrative agent.
104			Inline XBRL for the cover page of this Current Report on Form 8-K.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Artivion, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 15, 2025

			ARTIVION, INC.
			By:			/s/ Lance A. Berry
			Name:			Lance A. Berry
			Title:			Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer

-4-

FAQ

What did Artivion (AORT) change in its credit agreement?

Artivion entered into a Second Amendment to its Credit and Guaranty Agreement that extends the maturity of its existing term loans and revolving credit facility to January 18, 2031, reduces interest rate margins on those facilities, and adds a new $150.0 million secured delayed draw term loan facility.

How large is Artivion's new delayed draw term loan facility?

The amendment adds a new secured delayed draw term loan facility with a total capacity of $150.0 million, which Artivion may borrow in one or more draws subject to conditions in the credit agreement.

What interest rates now apply to Artivion's term loans and revolver?

After the amendment, term loans bear interest at either the base rate plus 3.75% or SOFR plus 4.75%, at Artivion’s option. Revolving credit facility borrowings bear interest at either the base rate plus 2.50% or SOFR plus 3.50%.

When can Artivion draw on the new $150 million facility and for what purposes?

Subject to a specified maximum total net leverage ratio and other customary conditions, Artivion may borrow under the new $150.0 million delayed draw term loan facility at any time on or before September 12, 2027. The proceeds may be used for permitted acquisitions (including earnouts), other permitted investments, and capital expenditures.

Does Artivion have to make scheduled principal payments on this debt before maturity?

The amended credit agreement states that there are no scheduled principal repayments required before the final maturity date of January 18, 2031. Artivion can, however, choose to prepay in whole or in part, subject to the prepayment premium terms.

What prepayment premium applies to Artivion’s loans under the amended agreement?

Any prepayment of loans under the term loan facilities, or loans under the revolving credit facility that reduce outstanding revolver loans below $30,000,000, is subject to a 1.00% prepayment premium if made before July 18, 2027.