falseICU MEDICAL INC/DE000088398400008839842026-02-202026-02-20
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)
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| Delaware | | 001-34634 | | 33-0022692 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 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)
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| 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:
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| 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) |
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| 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. ☐
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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.
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| | | | | ICU MEDICAL, INC. |
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| Date: February 20, 2026 | | | | By: | | /s/ Brian M. Bonnell |
| | | | | | Brian M. Bonnell |
| | | | | | Chief Financial Officer |
