ICU Medical (ICUI) extends executive severance plan expiration to 2028

Rhea-AI Filing Summary

ICU Medical, Inc. reported that its Board’s Compensation Committee approved an amendment to the company’s Executive Severance Plan. The amendment, effective as of December 31, 2025, extends the plan’s expiration date by three years, from December 31, 2025 to December 31, 2028.

The Executive Severance Plan governs severance benefits for certain senior executives, so extending its term maintains the existing framework for executive departure protections. The full text of the Third Amendment to the Executive Severance Plan is provided as an exhibit and is incorporated by reference.

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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) February 20, 2026

ICU MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-34634

33-0022692

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

951 Calle Amanecer

,

San Clemente

,

California

92673

(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 class			Trading Symbol			Name of each exchange on which registered
Common stock, par value $0.10 per share			ICUI			The Nasdaq Stock Market LLC
						(Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 20, 2026, the Compensation Committee of the Board of Directors of ICU Medical, Inc. (the “Company”) adopted and approved an amendment (the “Amendment”) to the ICU Medical, Inc. Executive Severance Plan, as amended by the Third Amendment to the ICU Medical, Inc. Executive Severance Plan, dated December 31, 2019 (as amended, the “Executive Severance Plan”). Effective as of December 31, 2025, the Amendment amends the Executive Severance Plan to extend the expiration date by three years to December 31, 2028.

The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Form 8-K, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

10.1     Third Amendment to ICU Medical, Inc. Executive Severance Plan

104    Cover Page Interactive Data File (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: February 20, 2026

By:

/s/ Brian M. Bonnell

Brian M. Bonnell

Chief Financial Officer

FAQ

What did ICU Medical (ICUI) change in its Executive Severance Plan?

ICU Medical extended its Executive Severance Plan by three years, moving the expiration date from December 31, 2025 to December 31, 2028. The plan outlines severance protections for certain executives, and this change keeps that framework in place for a longer period.

When is the ICU Medical Executive Severance Plan amendment effective?

The amendment to ICU Medical’s Executive Severance Plan is effective as of December 31, 2025. From that date, the plan’s expiration is extended to December 31, 2028, ensuring continuity of the existing executive severance arrangements for an additional three years.

Why is ICU Medical’s Executive Severance Plan extension important for investors?

Extending the Executive Severance Plan provides continuity in how ICU Medical handles executive departures and related benefits. Stable governance and predictable executive compensation structures can help investors better understand potential obligations tied to leadership changes over the extended period through 2028.

Where can investors find the full text of ICU Medical’s severance plan amendment?

The full text of the Third Amendment to ICU Medical’s Executive Severance Plan is filed as Exhibit 10.1 to the report. It is incorporated by reference, allowing investors to review the precise legal terms and conditions that govern the amended severance arrangements.

Does the ICU Medical 8-K announce any director or officer departures?

The 8-K focuses on the amendment to the Executive Severance Plan and does not announce specific director or officer departures. It describes a governance and compensation change, extending the duration of severance protections for covered executives rather than reporting personnel changes.

What exhibit did ICU Medical include with this 8-K filing?

ICU Medical included Exhibit 10.1, the Third Amendment to the Executive Severance Plan, and Exhibit 104, the cover page interactive data file. Exhibit 10.1 contains the detailed contractual language for the severance plan amendment referenced in the body of the report.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 9.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB