ICU MEDICAL INC/DE (ICUI) SEC Filings, Mar-May 2026

ICU Medical’s first quarter 2026 shows lower sales but a return to profitability. Revenue was $530.2 million versus $604.7 million a year earlier, mainly reflecting the prior sale of a majority interest in the IV Solutions business and lower Vital Care revenue. Operating income was $13.6 million compared with $12.9 million, as cost of goods sold and operating expenses declined. Net income improved to $30.1 million from a $15.5 million loss, helped by a $29.2 million discrete tax benefit from expiring statutes of limitations and valuation allowance changes. Cash from operations was $38.9 million, and ICU Medical ended the quarter with $288.3 million in cash and $1.28 billion of term loan debt after an October 2025 refinancing.

ICU Medical reported first quarter 2026 results reflecting its IV Solutions divestiture. GAAP revenue was $530.2 million, down 12% year-over-year, but non-GAAP organic revenue excluding the divested business and foreign currency increased 1%.

GAAP gross profit was $206.2 million with gross margin improving to 39% from 35%. The company generated GAAP net income of $30.1 million, or $1.20 per diluted share, versus a GAAP net loss of $15.5 million, or $(0.63) per diluted share, a year earlier. Adjusted diluted EPS rose to $1.97 from $1.72, and adjusted EBITDA was stable at $98.7 million. Free cash flow for the quarter was $27.6 million.

ICU Medical Inc reports that Vanguard Capital Management beneficially owns 1,298,459 shares of Common Stock, representing 5.19% of the class. The filing discloses Vanguard Capital Management's sole voting power for 186,584 shares and sole dispositive power for 1,298,459 shares. The disclosure is signed by Ashley Grim on 04/30/2026.

ICU Medical Inc Schedule 13G shows Vanguard Portfolio Management reports beneficial ownership of 1,455,765 shares of common stock, equal to 5.82% of the class as of 03/31/2026. The filing lists sole dispositive power over 1,455,765 shares and sole voting power over 18,089 shares.

ICU Medical is asking stockholders to elect seven directors, ratify Deloitte & Touche as auditor, approve executive pay on an advisory basis, and vote on several governance changes at its 2026 virtual annual meeting.

The board seeks amendments to adopt simple majority voting and give stockholders owning at least 25% of shares the right to call special meetings, while recommending against a stockholder proposal for a 10% special meeting right. Pay programs emphasize performance: in 2025, about 86% of named executive officers’ target compensation was variable, driven by Adjusted EBITDA, Free Cash Flow and multi‑year performance‑based RSUs. Despite revenue of $2.23 billion declining 6.3%, Adjusted EBITDA rose to $403.8 million and Adjusted diluted EPS increased to $7.75, supporting 150% of target annual bonuses. CEO total 2025 compensation was about $6.45 million, with base salary held flat and significant equity awards tied to multi‑year financial goals.

The Vanguard Group filed an amendment to its Schedule 13G reporting zero shares of Common Stock of ICU Medical Inc. The filing states Vanguard underwent an internal realignment on January 12, 2026, after which certain subsidiaries report beneficial ownership separately. The filing lists 0 shares and 0% ownership and is signed by Ashley Grim on 03/27/2026.

ICU Medical Inc. director Donald Abbey reported an other-type share transfer involving 704 shares of Common Stock. The transaction occurred on March 25, 2026 at a stated price of $0.00 per share and was categorized as an "other acquisition or disposition."

According to the footnote, the shares were transferred pursuant to a domestic relations order, and the reporting person no longer has a reportable beneficial interest in the transferred shares. Following this non-market, personal-transfer event, Abbey directly holds 4,046 shares of ICU Medical common stock.

ICU Medical, Inc. will hold its virtual Annual Meeting on May 13, 2026; the record date for voting is March 20, 2026 and 24,992,388 shares of Common Stock were outstanding as of that date. The Board asks shareholders to elect seven directors, ratify Deloitte & Touche LLP as auditor, approve an advisory say-on-pay, and vote on charter amendments to adopt simple majority voting and a 25% special-meeting ownership threshold, plus related adjournment and a non-binding stockholder proposal to adopt a 10% special-meeting right.

The proxy discloses executive pay design and 2025 outcomes: $2,231.3M revenue, reported Adjusted EBITDA $403.8M (final MIP result $425.0M) and Free Cash Flow reported $99.9M (final MIP result $125.0M), which funded the 2025 MIP at 150%. CEO Vivek Jain had 2025 base salary $775,000 and received performance and time-based RSUs.

ICU Medical Chief Operating Officer Christian B. Voigtlander reported compensation-related share activity tied to performance awards. He exercised performance-based restricted stock units and restricted stock units that settled into 14,648 shares of Common Stock, with no purchase or exercise price.

These units were granted on 3/15/2023 and, after the Compensation Committee certified results on 2/11/26, the performance-based awards were earned at 117% of target. To cover tax obligations, 8,096 shares were withheld at $125.85 per share, leaving a net increase of 6,552 shares. Following these transactions, Voigtlander directly owns 46,306 shares of Common Stock.