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ICU Medical (NASDAQ: ICUI) boosts 2026 earnings and Adjusted EBITDA guidance

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ICU Medical reported second quarter 2026 results and raised its full‑year 2026 outlook. GAAP revenue for the quarter was $551.7 million, up 1% year over year, while non-GAAP organic revenue grew 6%. GAAP gross margin improved to 43% from 38%. GAAP net income was $19.1 million, or $0.76 per diluted share, compared with $35.3 million, or $1.43, a year earlier, which included a gain on sale of business. Adjusted diluted EPS rose to $2.37 from $2.10 and Adjusted EBITDA increased to $110.0 million from $100.3 million.

Consumables revenue grew to $289.3 million and Infusion Systems to $189.0 million, while Vital Care declined to $73.4 million following the 2025 IV Solutions divestiture. For fiscal 2026, the company now guides GAAP net income to $73–$83 million and GAAP EPS to $2.89–$3.29. Adjusted EBITDA guidance increased to $415–$435 million and adjusted EPS to $8.60–$9.00. As of June 30, 2026, cash and cash equivalents were $298.3 million, with total debt of about $1.23 billion and a net leverage ratio of 2.28x.

Positive

  • Full-year 2026 profitability guidance was raised substantially, with GAAP net income increased from $26–$44 million to $73–$83 million, and adjusted EPS guidance lifted from $7.75–$8.45 to $8.60–$9.00 alongside higher Adjusted EBITDA of $415–$435 million.
  • Underlying performance strengthened in Q2 2026, as non-GAAP organic revenue grew 6%, GAAP gross margin expanded to 43% from 38%, and Adjusted EBITDA increased to $110.0 million from $100.3 million, with adjusted diluted EPS rising to $2.37 from $2.10.

Negative

  • Q2 2026 GAAP net income declined to $19.1 million from $35.3 million in the prior-year quarter, and Vital Care GAAP revenue fell to $73.4 million from $108.0 million, reflecting the impact of the IV Solutions divestiture and a smaller contribution from that product line.

Filing Explained

As of June 30, 2026, ICU Medical reported 25,186 thousand common shares issued and 25,007 thousand outstanding, versus 24,688 thousand of each at December 31, 2025; the higher outstanding share count reduces existing holders’ percentage ownership absent offsetting changes.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 GAAP Revenue $551.7 million GAAP revenue for the quarter ended June 30, 2026
Q2 2026 GAAP Net Income $19.1 million Net income for the quarter ended June 30, 2026
Q2 2026 Adjusted Diluted EPS $2.37 Non-GAAP adjusted diluted EPS for Q2 2026 vs $2.10 in Q2 2025
Q2 2026 Adjusted EBITDA $110.0 million Adjusted EBITDA for the quarter ended June 30, 2026 vs $100.3 million in 2025
Q2 2026 GAAP Gross Margin 43% GAAP gross margin in Q2 2026 vs 38% a year earlier
FY 2026 GAAP Net Income Guidance $73–$83 million Updated full-year 2026 GAAP net income guidance range
FY 2026 Adjusted EBITDA Guidance $415–$435 million Updated full-year 2026 Adjusted EBITDA guidance range
Net Leverage Ratio 2.28x Net leverage ratio based on net debt and TTM Adjusted EBITDA as of June 30, 2026
Adjusted EBITDA financial
"Adjusted EBITDA was $110.0 million for the second quarter of 2026"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
non-GAAP organic revenue financial
"excluding the impact of the IV Solutions divestiture and foreign currency, non-GAAP organic revenue increased 6%"
Non-GAAP organic revenue is a company-reported sales figure that excludes items the company judges to be non-recurring or unrelated to core operations—commonly removing effects of acquisitions, divestitures, currency swings, and certain one-time charges—using accounting rules outside standard GAAP. For investors, it aims to show the underlying revenue trend like looking at a store’s sales net of temporary events, making it easier to compare ongoing performance across periods or against peers while requiring scrutiny of which items were excluded.
Free cash flow financial
"Free cash flow was $89,268 for the six months ended June 30, 2026"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
Net Leverage Ratio financial
"Net Leverage Ratio | 2.28 x"
The net leverage ratio measures how much debt a company has compared to its available assets or earnings, after accounting for its cash and liquid assets. It helps investors understand how heavily a company relies on borrowed money to finance its operations and growth. A higher ratio indicates greater financial risk, while a lower ratio suggests a more cautious approach to borrowing.
valuation allowance financial
"valuation allowance against certain U.S. Federal and State deferred tax assets"
A valuation allowance is a reserve set aside to reduce the value of certain assets on a company's financial records when there is uncertainty about whether they will generate the expected benefits. It acts like a caution sign, indicating that some assets might not be fully recoverable or worth their recorded amount. This matters to investors because it provides a more realistic picture of a company's financial health and potential risks.
GAAP revenue $551.7 million up 1% year over year from $548.9 million
GAAP net income $19.1 million compared with $35.3 million in Q2 2025
GAAP diluted EPS $0.76 compared with $1.43 in Q2 2025
Adjusted diluted EPS $2.37 compared with $2.10 in Q2 2025
Adjusted EBITDA $110.0 million compared with $100.3 million in Q2 2025
Guidance

For fiscal 2026, ICU Medical raised GAAP net income guidance to $73–$83 million and GAAP EPS to $2.89–$3.29. Adjusted EBITDA guidance increased to $415–$435 million and adjusted EPS guidance to $8.60–$9.00.

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FAQ

How did ICU Medical (ICUI) perform financially in the second quarter of 2026?
ICU Medical generated Q2 2026 GAAP revenue of $551.7 million, up 1% year over year, with non-GAAP organic revenue up 6%. GAAP net income was $19.1 million ($0.76 per diluted share), while adjusted diluted EPS rose to $2.37 and Adjusted EBITDA reached $110.0 million.

How did ICU Medical (ICUI) change its fiscal year 2026 guidance?
For 2026, ICU Medical increased GAAP net income guidance to $73–$83 million from $26–$44 million and GAAP EPS to $2.89–$3.29. Adjusted EBITDA guidance rose to $415–$435 million, and adjusted EPS guidance moved up to a range of $8.60–$9.00.

What is ICU Medical’s (ICUI) profitability profile in Q2 2026 on a non-GAAP basis?
On a non-GAAP basis, ICU Medical reported Q2 2026 Adjusted EBITDA of $110.0 million, up from $100.3 million, and adjusted diluted EPS of $2.37 versus $2.10. These figures exclude items such as stock compensation, restructuring, quality remediation, contract manufacturing effects, and tariff refunds.

What is ICU Medical’s (ICUI) cash, debt, and leverage position as of June 30, 2026?
As of June 30, 2026, ICU Medical held $298.3 million of cash and cash equivalents and total GAAP long-term debt (including current portion) of $1.23 billion. After adjusting for cash and certain costs, the company reported net debt of $941.5 million and a net leverage ratio of 2.28x.

How strong was ICU Medical’s (ICUI) cash generation and free cash flow in 2026 year-to-date?
For the six months ended June 30, 2026, ICU Medical produced net cash from operating activities of $119.1 million. After capital expenditures and small asset sale proceeds, free cash flow was $89.3 million, compared with $28.3 million in the same period of 2025.
falseICU MEDICAL INC/DE000088398400008839842026-08-062026-08-06

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) August 6, 2026

ICU MEDICAL, INC.

(Exact name of registrant as specified in its charter)
Delaware001-3463433-0022692
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
951 Calle Amanecer,San Clemente,California92673
(Address of principal executive offices)(Zip Code)

(949) 366-2183
Registrant's telephone number, including area code

N/A
(Former name or former address, if changed since last report)
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:
☐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 classTrading SymbolName of each exchange on which registered
Common stock, par value $0.10 per shareICUIThe Nasdaq Stock Market LLC
(Global Select Market)
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 2.02. Results of Operations and Financial Condition

    On August 6, 2026, ICU Medical, Inc. issued a press release announcing its financial results for the second quarter of 2026. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in Item 2.02 by reference.
     
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
99.1
Press release, dated August 6, 2026 announcing ICU Medical, Inc.'s second quarter 2026 earnings.
104Cover Page Interactive Data File (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
ICU MEDICAL, INC.
Date: August 6, 2026By:/s/ Brian M. Bonnell
Brian M. Bonnell
Chief Financial Officer and Treasurer




Exhibit 99.1
ICU Medical Announces Second Quarter 2026 Results
and Updates its Fiscal Year 2026 Guidance



SAN CLEMENTE, Calif., August 6, 2026 (GLOBE NEWSWIRE) -- ICU Medical, Inc. (Nasdaq:ICUI), a leader in the development, manufacture and sale of innovative medical products, today announced financial results for the quarterly period ended June 30, 2026.

Second Quarter 2026 Results

The following year-over-year results reflect the strategic divestiture of the IV Solutions business on May 1, 2025. Second quarter 2026 GAAP revenue increased 1% year-over-year; however, excluding the impact of the IV Solutions divestiture and foreign currency, non-GAAP organic revenue increased 6%.

Second quarter 2026 GAAP revenue was $551.7 million, as compared to $548.9 million in the same period in the prior year. GAAP gross profit for the second quarter of 2026 was $235.1 million, as compared to $208.1 million in the same period in the prior year. GAAP gross margin for the second quarter of 2026 was 43%, as compared to 38% in the same period in the prior year. GAAP net income for the second quarter of 2026 was $19.1 million, or $0.76 per diluted share, as compared to GAAP net income of $35.3 million, or $1.43 per diluted share, for the second quarter of 2025. Adjusted diluted earnings per share for the second quarter of 2026 was $2.37 as compared to $2.10 for the second quarter of 2025. Adjusted EBITDA was $110.0 million for the second quarter of 2026 as compared to $100.3 million for the second quarter of 2025.

Adjusted EBITDA and adjusted diluted earnings per share are measures calculated and presented on the basis of methodologies other than in accordance with GAAP. Please refer to the Use of Non-GAAP Financial Information following the financial statements herein for further discussion and reconciliations of these measures to GAAP measures.

Vivek Jain, ICU Medical’s Chief Executive Officer, said, “Second quarter results were ahead of our expectations for Infusion Systems and generally in line with expectations for the remainder of the business."

Revenues by product line for the three and six months ended June 30, 2026 and 2025 were as follows (in millions):
Three months ended
June 30,		Six months ended
June 30,
Product Line20262025$ Change20262025$ Change
Consumables$289.3$273.1$16.2$567.6$539.4$28.2
Infusion Systems189.0167.721.3368.6334.034.6
Vital Care*73.4108.0(34.6)145.7280.2(134.5)
Total**$551.7$548.8$2.9$1,081.9$1,153.6$(71.7)
*On May 1, 2025, we disposed of our IV Solutions business which was included within our Vital Care product line. Vital Care includes contract manufacturing revenue of $3.8 million and $8.2 million for the three and six months ended June 30, 2026, respectively, as compared to $5.3 million and $10.5 million for the three and six months ended June 30, 2025, respectively.
** Totals may differ from the income statement due to the rounding of product lines.

Fiscal Year 2026 Guidance

For Fiscal Year 2026 the Company is updating its estimates of GAAP net income from a range of $26 million to $44 million to a range of $73 million to $83 million and GAAP diluted earnings per share from a range of $1.03 to $1.74 to a range of $2.89 to $3.29. The Company is updating the estimate of its full year 2026 guidance of Adjusted EBITDA from a range of $400 million to $430 million to a range of $415 million to $435 million and diluted earnings per share from a range of $7.75 to $8.45 to a range of $8.60 to $9.00.

Conference Call

The Company will host a conference call to discuss its second quarter financial results, today at 4:30 p.m. ET (1:30 p.m. PT). The call can be accessed at (800) 420-1459, conference ID "ICUMED". The conference call will be simultaneously available by


webcast, which can be accessed by going to the Company's website at www.icumed.com, clicking on the Investors tab, clicking on Event Calendar and clicking on the Webcast icon and following the prompts. The webcast will also be available by replay.

About ICU Medical

ICU Medical (Nasdaq: ICUI) is a global leader in infusion systems, infusion consumables and high-value critical care products used in hospital, alternate site and home care settings. Our team is focused on providing quality, innovation and value to our clinical customers worldwide. ICU Medical is headquartered in San Clemente, California. More information about ICU Medical can be found at www.icumed.com.

Forward-Looking Statements

This press 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. Such statements contain words such as
“aim,” “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” or the negative thereof or comparable terminology and may include (without limitation) information regarding the Company's expectations, goals and intentions regarding the future and financial outlook for 2026. These forward-looking statements are based on management's current expectations, estimates, forecasts and projections about the Company and assumptions management believes are reasonable, all of which are subject to risks and uncertainties that could cause actual results and events to differ materially from those stated in the forward-looking statements. These risks and uncertainties include, but are not limited to: risks from doing business in foreign countries, including related to tariffs and other barriers to trade; the Company’s ability to compete successfully, including with larger international companies and established local companies; decreased demand for the Company's products; costs related to product development; cost volatility or potential loss of supply of raw materials due to our dependence on single and limited source third-party suppliers; ability to achieve operating efficiencies; risks related to significant sales through our distributors; inflation and foreign currency exchange rates; impacts from global macroeconomic and geopolitical conditions, including from escalated conflicts in the Middle East and associated disruptions to shipping and increased oil costs; healthcare costs and reimbursement levels; disruptions at the FDA and other governmental agencies; damage at the Company’s manufacturing or supply facilities; risks associated with the IV Solutions joint venture and the Smiths Medical integration; risks associated with the timing and resolution of the 2025 warning letter; risks related to protection of our information technology systems and compliance with privacy laws and regulations; risks related to our intellectual property; and the other important factors described under “Risk Factors” in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and our subsequent filings with the SEC. Forward-looking statements contained in this press release are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise unless required by law.




ICU MEDICAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands)
June 30,
2026		December 31,
2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$298,299$307,963
Accounts receivable, net of allowance for doubtful accounts 183,531180,515
Inventories607,421615,859
Prepaid expenses and other current assets121,65786,217
TOTAL CURRENT ASSETS1,210,9081,190,554
PROPERTY, PLANT AND EQUIPMENT, net446,798451,817
OPERATING LEASE RIGHT-OF-USE ASSETS38,61054,470
GOODWILL1,484,3841,499,754
INTANGIBLE ASSETS, net567,665633,559
DEFERRED INCOME TAXES25,56925,891
OTHER ASSETS63,43562,877
INVESTMENTS IN UNCONSOLIDATED AFFILIATES133,913131,586
TOTAL ASSETS$3,971,282$4,050,508
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable$149,165$154,374
Accrued liabilities322,489315,337
Current portion of long-term debt18,75018,750
Income tax payable7,96010,400
TOTAL CURRENT LIABILITIES498,364498,861
LONG-TERM DEBT1,212,4491,265,917
OTHER LONG-TERM LIABILITIES70,99489,536
DEFERRED INCOME TAXES12,22737,756
INCOME TAX LIABILITY25,39734,613
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Convertible preferred stock, $1.00 par value; Authorized — 500 shares; Issued and outstanding — none——
Common stock, $0.10 par value; Authorized — 80,000 shares; Issued —25,186 and 24,688 shares at June 30, 2026 and December 31, 2025, respectively, and outstanding — 25,007 and 24,688 shares at June 30, 2026 and December 31, 2025, respectively2,5192,469
Additional paid-in capital1,475,9741,465,118
Treasury stock, at cost(23,415)(22)
Retained earnings740,109690,890
Accumulated other comprehensive loss(43,336)(34,630)
TOTAL STOCKHOLDERS' EQUITY2,151,8512,123,825
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$3,971,282$4,050,508




ICU MEDICAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except per share data)

Three months ended
June 30,		Six months ended
June 30,
2026202520262025
TOTAL REVENUES$551,683$548,866$1,081,908$1,153,568
COST OF GOODS SOLD316,630340,802640,629735,395
GROSS PROFIT235,053208,064441,279418,173
OPERATING EXPENSES:
Selling, general and administrative151,922159,392306,488316,625
Research and development22,70221,86743,98245,158
Restructuring, strategic transaction and integration21,30216,21838,10332,915
TOTAL OPERATING EXPENSES195,926197,477388,573394,698
INCOME FROM OPERATIONS39,12710,58752,70623,475
INTEREST EXPENSE, net(15,747)(20,549)(32,241)(42,580)
OTHER (EXPENSE) INCOME, net(236)1,818(1,296)55
GAIN ON SALE OF BUSINESS—41,823—41,823
INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATES23,14433,67919,16922,773
(PROVISION) BENEFIT FOR INCOME TAXES(7,070)(1,178)27,644(5,748)
NET INCOME FROM CONSOLIDATED COMPANIES16,07432,50146,81317,025
EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATES3,0132,8372,4062,837
NET INCOME$19,087$35,338$49,219$19,862
NET INCOME PER SHARE
Basic$0.76$1.43$1.98$0.81
Diluted $0.76$1.43$1.96$0.80
WEIGHTED AVERAGE NUMBER OF SHARES
Basic25,00024,64524,88424,593
Diluted 25,04424,70825,13224,746





















ICU MEDICAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands) 

Six months ended
June 30,
20262025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$49,219 $19,862 
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization99,640 99,110 
Noncash lease expense8,136 9,308 
Stock compensation25,881 26,636 
Loss on disposal of property, plant and equipment and other assets1,983 1,753 
Debt issuance costs amortization1,574 3,482 
Undistributed equity in earnings of unconsolidated affiliates(2,406)(2,837)
Gain on sale of business— (41,823)
Other13,471 8,037 
Changes in operating assets and liabilities, net of amounts acquired:
Accounts receivable(7,562)16,691 
Inventories4,625 (29,213)
Prepaid expenses and other current assets(16,461)(9,208)
Other assets(2,936)(5,682)
Accounts payable(4,909)14,382 
Accrued liabilities(5,895)(19,835)
Income taxes, including excess tax benefits and deferred income taxes(45,301)(28,125)
Net cash provided by operating activities119,059 62,538 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment(29,813)(34,317)
Proceeds from the sale of business— 209,464 
Deposit received for the sale of a business2,000 — 
Proceeds from sale of assets22 42 
Intangible asset additions(3,555)(4,541)
Net cash (used in) provided by investing activities(31,346)170,648 
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal repayments of long-term debt(54,688)(247,750)
Proceeds from exercise of stock options490 5,972 
Payments on finance leases(1,297)(885)
Tax withholding payments related to net share settlement of equity awards(38,862)(8,688)
Net cash used in financing activities(94,357)(251,351)
Effect of exchange rate changes on cash(3,020)9,624 
NET DECREASE IN CASH AND CASH EQUIVALENTS(9,664)(8,541)
CASH AND CASH EQUIVALENTS, beginning of period307,963 308,566 
CASH AND CASH EQUIVALENTS, end of period$298,299 $300,025 


Use of Non-GAAP Financial Information

This press release contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). The non-GAAP financial measures should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. There are material limitations in using these non-GAAP financial measures because they are not prepared in accordance with GAAP and may not be comparable to similarly titled non-GAAP financial measures used by other companies, including peer companies. Our management believes that the non-GAAP data provides useful supplemental information to management and investors regarding our performance and facilitates a more meaningful comparison of results of operations between current and prior periods. We use non-GAAP financial measures in addition to and in conjunction with GAAP financial measures to analyze and assess the overall performance of our business, in making financial, operating and planning decisions, and in determining executive incentive compensation.

The non-GAAP financial measures as shown in the tables below, exclude special items because they are highly variable or unusual and impact year-over-year comparisons.

For the three months ended June 30, 2026 and 2025, special items include the following:

Contract manufacturing: We manufacture certain products or product components in accordance with manufacturing services agreements. We do not include the contract revenue in our adjusted revenue, or any gross profit impact in our adjusted gross profit as the commercial relationship under these types of agreements are originally negotiated contemporaneously with a business combination or other transactions and are not indicative of normal market transactions.

Stock compensation expense: Stock-based compensation is generally fixed at the time the stock-based instrument is granted and amortized over a period of several years. The value of our restricted stock awards is determined using the grant date stock price, which may not be indicative of our operational performance over the expense period. Additionally, in order to establish the fair value of performance-based stock awards, which are currently an element of our ongoing stock-based compensation, we are required to apply judgment to estimate the probability of the extent to which performance objectives will be achieved. Based on the above factors, we believe it is useful to exclude stock-based compensation in order to better understand our operating performance.

Intangible asset amortization expense: We do not acquire businesses or capitalize certain patent costs on a predictable cycle. The amount of purchase price allocated to intangible assets and the term of amortization can vary significantly and are unique to each acquisition. Capitalized patent costs can vary significantly based on our current level of development activities. We believe that excluding amortization of intangible assets provides the users of our financial statements with a consistent basis for comparison across accounting periods.

Restructuring, strategic transaction and integration: We incur restructuring and strategic transaction charges that result from events, which arise from unforeseen circumstances and/or often occur outside of the ordinary course of our ongoing business. Although these events are reflected in our GAAP financial statements, these unique transactions may limit the comparability of our ongoing operations with prior and future periods.

Settlements: Occasionally, we are involved in contract renegotiations or other events that may result in one-time settlements. We exclude these settlements as they have no direct correlation to the operation of our ongoing business.

Quality system and product-related remediation: We exclude certain quality system and product-related remediation charges in determining our non-GAAP financial measures as they may limit the comparability of our ongoing operations with prior and future periods and distort the evaluation of our normal operating performance.

Noncash release of loss on contract provision: We provide certain services under fixed priced arrangements in accordance with a transition services arrangement. We do not include the loss on contract provision or subsequent release net of the related interest accretion as a result of providing those services in our non-GAAP financial measures as the agreement was negotiated contemporaneously with a disposition and is not indicative of a normal market transaction. The loss provision and subsequent release is a non-recurring noncash adjustment that if included may limit the comparability of our ongoing operations with prior and future periods.

Gain on sale of business: We exclude any non-cash gains/losses on the sale of a business in determining our non-GAAP financial measures as the inclusion may limit the comparability of our ongoing operations with prior and future periods and distort the evaluation of our normal operating performance.



Tariff Refunds: We exclude certain IEEPA tariff refunds in determining our non-GAAP financial measures because these regulatory adjustments are infrequent, non-operational items that may limit the comparability of our ongoing operations with prior and future periods.

From time to time in the future, there may be other items that we may exclude if we believe that doing so is consistent with the goal of providing useful information to investors and management.

In addition to the above special items, Adjusted EBITDA additionally excludes the following items from net income:

Depreciation expense: We exclude depreciation expense in deriving adjusted EBITDA because companies utilize productive assets of different ages and the depreciable lives can vary significantly resulting in considerable variability in depreciation expense among companies.

Interest, net: We exclude interest in deriving adjusted EBITDA as interest can vary significantly among companies depending on a company's level of income generating instruments and/or level of debt.

Taxes: We exclude taxes in deriving adjusted EBITDA as taxes are deemed to be non-core to the business and may limit the comparability of our ongoing operations with prior and future periods and distort the evaluation of our normal operating performance.

Adjusted Diluted EPS excludes from diluted EPS, net of tax, the special items listed above. The tax effect on the special items is calculated using the specific tax rate applied to each adjustment based on the nature of the item/or the tax jurisdiction in which the item has been recorded. Additionally, adjusted diluted EPS may exclude the income tax impact of certain non-recurring discrete tax items that are not reflective of income tax expense/benefit incurred as a result of current period earnings/ loss, as well as the impact of certain deferred tax valuation allowances when assessed against non-GAAP profitability.

We also present Free cash flow as a non-GAAP financial measure as management believes that this is an important measure for use in evaluating overall company financial performance as it measures our ability to generate additional cash flow from business operations. Free cash flow should be considered in addition to, rather than as a substitute for, net income as a measure of our performance or net cash provided by operating activities as a measure of our liquidity. Additionally, our definition of free cash flow is limited and does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other obligations or payments made for business acquisitions. Therefore, we believe it is important to view free cash flow as supplemental to our entire statement of cash flows.

We also present organic revenue growth as a non-GAAP financial measure as management believes that this measure provides a more representative view of the Company's underlying growth trajectory by excluding the impact of revenue from non-arm's length transactions, the impact of foreign currency and the revenue associated with acquisitions and divestitures. We calculate constant currency revenue by translating current period foreign currency revenue at prior period comparable exchange rates and we calculate the constant currency growth percentages by dividing the current period constant currency revenue by the prior year comparable period revenue.

The following tables reconcile our non-GAAP financial measures for the periods presented:




ICU MEDICAL, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Financial Measures (Unaudited)
(In thousands)
 Adjusted EBITDA
Three months ended
June 30,
20262025
GAAP net income$19,087$35,338
Non-GAAP adjustments:
Interest, net15,74720,549
Stock compensation expense11,87014,457
Depreciation and amortization expense49,61449,665
Restructuring, strategic transaction and integration21,30216,218
Settlements30150
Quality system and product-related remediation5,8905,706
Gain on sale of business—(41,823)
Noncash release of loss on contract provision(1,120)(717)
Gross profit on contract manufacturing(575)(412)
Tariff refunds(18,888)—
Provision for income taxes7,0701,178
Total non-GAAP adjustments90,94064,971
 Adjusted EBITDA $110,027$100,309



ICU MEDICAL, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Financial Measures (Unaudited)
(In thousands, except percentages and per share data)

The Company’s U.S. GAAP results for the three months ended June 30, 2026 included special items which impacted the U.S. GAAP measures as follows:

Total revenuesGross profitSelling, general and administrativeResearch and developmentRestructuring, strategic transaction and integrationIncome from operationsInterest expense, netIncome before income taxes and equity in income of unconsolidated affiliatesProvision for income taxesNet income from consolidated companiesEquity in earnings of unconsolidated affiliatedNet income (loss) Diluted earnings (loss) income per share
Reported (GAAP)$551,683 $235,053 $151,922 $22,702 $21,302 $39,127 $(15,747)$23,144 $(7,070)$16,074 $3,013 $19,087 $0.76 
Reported percent of total revenues or (percent of income (loss) before income taxes and equity in earnings of unconsolidated affiliates)43 %28 %4 %4 %7 %(3)%4 %30.5 %3 %
Contract manufacturing(3,799)(575)— — — (575)— (575)141 (434)— (434)(0.02)
Stock compensation expense— 1,850 (9,249)(771)— 11,870 — 11,870 (2,879)8,991 — 8,991 0.36 
Amortization expense— 1,265 (31,722)— — 32,987 — 32,987 (8,200)24,787 — 24,787 0.99 
Restructuring, strategic transaction and integration— — — — (21,302)21,302 — 21,302 (5,049)16,253 — 16,253 0.65 
Settlements— — (30)— — 30 — 30 (7)23 — 23 — 
Quality system and product-related remediation— 5,890 — — — 5,890 — 5,890 (1,265)4,625 — 4,625 0.18 
Noncash release of loss on contract provision— — 1,120 — — (1,120)318 (802)196 (606)— (606)(0.02)
Tariff refunds— (18,888)— — — (18,888)(710)(19,598)4,802 (14,796)— (14,796)(0.59)
Tax benefit from discrete reserve release and valuation allowance*— — — — — — — — 1,548 1,548 — 1,548 0.06 
Tax benefit from equity in loss of unconsolidated affiliates— — — — — — — — 738 738 (738)— — 
Adjusted (Non-GAAP)**$547,884 $224,595 $112,041 $21,931 $— $90,623 $(16,139)$74,248 $(17,045)$57,203 $2,275 $59,478 $2.37 
Adjusted percent of total revenues or (percent of (loss) income before income taxes and equity in loss of unconsolidated affiliates for benefit (provision) for income taxes)41 %20 %4 %— %17 %(3)%14 %23.0 %10 %
______________________
* The Company’s non-GAAP annual effective tax rate is calculated without the tax expense related to the valuation allowance against certain U.S. Federal and State deferred tax assets, as well as, the tax benefit on the release of income tax reserves in foreign jurisdictions for tax years which are no longer subject to an assessment from the local taxing authorities. The valuation allowance was recorded based on an assessment of available positive and negative evidence, including, predominantly, an estimate that we will be in a three-year cumulative U.S. loss position on a GAAP basis as of June 30, 2026. However, based on the same assessment, including, predominantly, our being, in a three-year cumulative U.S. income position on a non-GAAP basis, which excludes the impact of our non-GAAP adjustments, we concluded that recording a valuation allowance would not have been appropriate for non-GAAP reporting. As a result, the tax expense for the valuation allowance was added back to our calculation of non-GAAP annual effective tax rate. Tax reserves were released as a result of the expiration of statute of limitations which resulted in a discrete tax benefit for GAAP purposes. This tax benefit is excluded from our non-GAAP annual effective tax rate to the extent it is not related to on-going business operations.
** Amounts may not foot due to rounding.



ICU MEDICAL, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Financial Measures (Unaudited)(continued)
(In thousands, except percentages and per share data)

The Company’s U.S. GAAP results for the three months ended June 30, 2025 included special items which impacted the U.S. GAAP measures as follows:

Total revenuesGross profitSelling, general and administrativeResearch and developmentRestructuring, strategic transaction and integrationIncome from operationsInterest expense, netGain on sale of businessIncome before income taxes and equity in earnings of unconsolidated affiliatesProvision for income taxesNet income from consolidated companiesEquity in earnings of unconsolidated affiliatedNet income Diluted earnings per share
Reported (GAAP)$548,866 $208,064 $159,392 $21,867 $16,218 $10,587 $(20,549)$41,823 $33,679 $(1,178)$32,501 $2,837 $35,338 $1.43 
Reported percent of total revenues (or percent of (loss) income before income taxes for benefit (provision) for income taxes)38 %29 %4 %3 %2 %(4)%8 %6 %3.5 %6 %
Contract manufacturing(5,293)(412)— — — (412)— — (412)101 (311)— (311)(0.01)
Stock compensation expense— 1,851 (11,990)(616)— 14,457 — — 14,457 (3,511)10,946 — 10,946 0.44 
Amortization expense— 1,038 (31,690)— — 32,728 — — 32,728 (8,068)24,660 — 24,660 1.00 
Depreciation expense reduction - assets held for sale classification— (1,074)— — — (1,074)— — (1,074)263 (811)— (811)(0.03)
Restructuring, strategic transaction and integration— — — — (16,218)16,218 — — 16,218 (3,973)12,245 — 12,245 0.50 
Settlements— — (150)— 150 — — 150 (37)113 — 113 — 
Quality system and product-related remediation— 5,706 — — — 5,706 — — 5,706 (1,268)4,438 — 4,438 0.18 
Gain on sale of business— — — — — — — (41,823)(41,823)10,247 (31,576)— (31,576)(1.28)
Noncash release of loss on contract provision— — 717 — — (717)247 — (470)115 (355)— (355)(0.01)
Tax expense from valuation allowance*— — — — — — — — — (2,699)(2,699)— (2,699)(0.11)
Tax expense from equity in earnings of unconsolidated affiliates— — — — — — — — — 695 695 (695)— — 
Adjusted (Non-GAAP)**$543,573 $215,173 $116,279 $21,251 $— $77,643 $(20,302)$— $59,159 $(9,313)$49,846 $2,142 $51,988 $2.10 
Adjusted percent of total revenues (or percent of (loss) income before income taxes for provision for income taxes)40 %21 %4 %— %14 %(4)%— %11 %15.7 %9 %
_____________
* The Company’s non-GAAP annual effective tax rate is calculated without the tax expense related to the valuation allowance against certain U.S. Federal and State deferred tax assets. The valuation allowance was recorded based on an assessment of available positive and negative evidence, including, predominantly, an estimate that we will be in a three-year cumulative U.S. loss position on a GAAP basis as of June 30, 2025. However, based on the same assessment, including, predominantly, our being, in a three-year cumulative U.S. income position on a non-GAAP basis, which excludes the impact of our non-GAAP adjustments, we concluded that recording a valuation allowance would not have been appropriate for non-GAAP reporting. As a result, the tax expense for the valuation allowance was added back to our calculation of non-GAAP annual effective tax rate.
** Amounts may not foot due to rounding




ICU MEDICAL, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Financial Measures (Unaudited)(continued)
(In thousands, except percentages)

Reconciliation of GAAP revenue growth to Non-GAAP organic revenue growth:
Three months ended
June 30,		Six months ended
June 30,
2026202520262025
Consumables GAAP revenue$289,276 $273,133 $567,551 $539,359 
Consumables GAAP revenue growth6 %4 %5 %7 %
Foreign currency impact (3)
(1,952)(8,766)
Non-GAAP organic revenue $287,324 $273,133 $558,785 $539,359 
Non-GAAP organic revenue growth5 %3 %4 %7 %
Infusion Systems GAAP revenue$188,998 $167,696 $368,602 $333,996 
Infusion Systems GAAP revenue growth13 %2 %10 %4 %
Foreign currency impact (3)
(924)(4,559)
Non-GAAP organic revenue$188,074 $167,696 $364,043 $333,996 
Non-GAAP organic revenue growth 12 %2 %9 %5 %
Vital Care GAAP revenue$73,409 $108,036 $145,755 $280,213 
Vital Care GAAP revenue growth(32)%(37)%(48)%(17)%
MSA Revenue (1)
(3,799)(5,293)(8,250)(10,504)
Non-GAAP adjusted revenue69,610 102,743 137,505 269,709 
Non-GAAP adjusted revenue growth(32)%(34)%(49)%(12)%
Less: Revenue from divested business (2)
(30,028)(119,522)
Foreign currency impact (3)
99 (1,302)
Non-GAAP organic revenue $69,709 $72,715 $136,203 $150,187 
Non-GAAP organic revenue growth (4)%(4)%(9)%5 %
Total GAAP revenue$551,683 $548,866 $1,081,908 $1,153,568 
Total GAAP revenue growth1 %(8)%(6)%(1)%
MSA Revenue (1)
(3,799)(5,293)(8,250)(10,504)
Non-GAAP adjusted revenue547,884 543,573 1,073,658 1,143,064 
Non-GAAP adjusted revenue growth1 %(6)%(6)%1 %
Less: Revenue from divested business (2)
(30,028)(119,522)
Foreign currency impact (3)
(2,777)(14,627)
Non-GAAP organic revenue $545,107 $513,545 $1,059,031 $1,023,542 
Non-GAAP organic revenue growth 6 %2 %3 %6 %
_____________________________________________
(1) We manufacture certain products or product components in accordance with manufacturing services agreements. We do not include the contract revenue in our adjusted
revenue as the commercial relationship under these types of agreements are originally negotiated contemporaneously with a business combination or other transactions and


are not indicative of normal market transactions.
(2) For businesses divested, non-GAAP organic revenue growth excludes prior period revenue associated with the divested business for the same length
of time they were not owned by the company in the current year. The divested business prior period revenue in this line item does not include MSA revenue, which is excluded on a separate line.
(3) We exclude the impact of foreign exchange rate changes to show a constant currency comparison of our underlying business performance.



ICU MEDICAL, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Financial Measures (Unaudited)(continued)
(In thousands)
Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow
Three months ended
June 30,		Six months ended
June 30,
2026202520262025
Net cash provided by operating activities$80,150 11,211 $119,059 $62,538 
Purchase of property, plant and equipment(18,511)(19,696)(29,813)(34,317)
Proceeds from sale of assets21 — 22 42 
Free cash flow$61,660 $(8,485)$89,268 $28,263 



ICU MEDICAL, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Financial Measures (Unaudited)(continued)
(In thousands)
Net Leverage Ratio Calculation
Net Debt
As of June 30, 2026
Current portion of long-term debt$18,750
Long-Term Debt1,212,449
Total GAAP Long-Term Debt1,231,199 
Add: Unamortized Debt Issuance Costs/Discounts(1)
8,614 
Less: Cash and cash equivalents(298,299)
Net Debt (Non-GAAP)$941,514 
(1) Represents unamortized debt issuance costs and original issue discounts deducted from the carrying value of long-term debt on the Condensed Consolidated Balance Sheets in accordance with U.S. GAAP. Management adds back these costs to present total contractual principal obligations outstanding when evaluating debt leverage.
 TTM Adjusted EBITDA
As of June 30, 2026
GAAP net income$30,089
Non-GAAP adjustments:
Interest, net72,692
Stock compensation expense55,003
Depreciation and amortization expense201,273
Restructuring, strategic transaction and integration71,693
Settlements1,596
Quality system and product-related remediation38,070
Asset write-offs and similar charges887
Gain on sale of business(2,969)
Noncash release of loss on contract provision(4,392)
Gross profit on contract manufacturing(1,292)
Tariff refunds(18,888)
Provision for income taxes(30,955)
Total non-GAAP adjustments382,718
 TTM Adjusted EBITDA $412,807
Net Leverage Ratio
Net Debt$941,514
Divided by: TTM Adjusted EBITDA$412,807
Net Leverage Ratio2.28x


ICU MEDICAL, INC. AND SUBSIDIARIES
Fiscal Year 2026
Outlook (Unaudited)
(In millions, except per share data)

Low End of GuidanceHigh End of Guidance
GAAP net income$73$83
Non-GAAP adjustments:
Interest, net6565
Stock compensation expense5050
Depreciation and amortization expense203203
Restructuring, strategic transaction and integration5252
Quality and regulatory initiatives and remediation2525
Noncash release of loss on contract provision(4)(4)
Gross profit on contract manufacturing(2)(2)
Tariff refunds(19)(19)
Benefit for income taxes(28)(18)
Total non-GAAP adjustments$342$352
Adjusted EBITDA$415$435
GAAP income per share$2.89$3.29
Non-GAAP adjustments:
Stock compensation expense1.981.98
Amortization expense5.285.28
Restructuring, strategic transaction and integration2.062.06
Quality and regulatory initiatives and remediation0.990.99
Noncash release of loss on contract provision(0.12)(0.12)
Gross profit on contract manufacturing(0.08)(0.08)
Tariff refunds(0.79)(0.79)
Tax benefit from discrete reserve release and valuation allowance(1.33)(1.33)
Estimated income tax impact from adjustments(2.28)(2.28)
Adjusted earnings per share$8.60$9.00




CONTACT:
ICU Medical, Inc.                    
Brian Bonnell, Chief Financial Officer
(949) 366-2183
ICR, Inc.
John Mills, Partner
(646) 277-1254

Source: View Original Filing on SEC EDGAR

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