[10-Q] MERIT MEDICAL SYSTEMS INC Quarterly Earnings Report

Rhea-AI Filing Summary

Merit Medical Systems (MMSI) filed its Q3 2025 10‑Q, reporting higher sales and steady profitability. Net sales were $384,157,000, up from $339,845,000 a year ago. Gross profit reached $186,411,000 versus $157,535,000. Income from operations was $42,612,000 compared with $37,261,000. Net income was $27,755,000, slightly below $28,444,000 last year. Diluted EPS was $0.46 versus $0.48.

Year to date, net sales were $1,121,970,000 vs. $1,001,356,000, and operating cash flow rose to $198,861,000 from $152,055,000. Cardiovascular segment sales were $366,425,000 in the quarter (from $322,855,000), and Endoscopy was $17,732,000 (from $16,990,000).

Cash and cash equivalents were $392,457,000, with long‑term debt of $732,916,000 related to 3.00% Convertible Notes due 2029. The company had approximately $697,000,000 in additional available borrowings under its revolver. MMSI closed the Biolife acquisition for an upfront $120,000,000 plus $7,200,000 adjustments; Biolife products contributed about $6,600,000 in net sales since closing. The effective tax rate increased to 28.0% for the quarter, reflecting legislation enacted during the period. Shares outstanding were 59,290,248 as of October 28, 2025.

Insights

Equity analyst

Solid sales growth with stable margins; EPS slightly lower.

Merit Medical delivered higher Q3 revenue of $384,157,000 versus $339,845,000, with gross profit of $186,411,000. Operating income increased to $42,612,000, while net income was $27,755,000, modestly below last year. Diluted EPS was $0.46 vs. $0.48.

Growth was broad-based: cardiovascular reached $366,425,000 in the quarter (from $322,855,000), and endoscopy was $17,732,000. Year-to-date operating cash flow improved to $198,861,000, supporting liquidity alongside cash of $392,457,000.

Leverage remains anchored by $732,916,000 of convertible notes due 2029, and the revolver shows roughly $697,000,000 available. The Biolife acquisition added about $6,600,000 in sales since closing. The effective tax rate rose to 28.0%, which tempered bottom-line growth.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

OR

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to                .

Commission File Number   0-18592

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MERIT MEDICAL SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

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Utah		87-0447695
(State or other jurisdiction of incorporation or organization)	​	(IRS Employer Identification No.)

​

1600 West Merit Parkway, South Jordan, Utah 84095

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (801) 253-1600

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

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​	​	​
Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, no par value	MMSI	NASDAQ Global Select Market

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒ Accelerated Filer ☐ Non-Accelerated Filer  ☐ Smaller Reporting Company ☐ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.

​

Title or class	​	Shares outstanding as of October 28, 2025
Common Stock, no par value		59,290,248

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Table of Contents

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TABLE OF CONTENTS

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PART I.		​	​	FINANCIAL INFORMATION	​ ​ 3
​	​	​	​	​	​
Item 1.	​	​	​	Financial Statements (Unaudited)	3
​	​	​	​	​	​
​	​	​	​	Consolidated Balance Sheets	3
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​	​	​	​	Consolidated Statements of Income	5
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​	​	​	​	Consolidated Statements of Comprehensive Income	6
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​	​	​	​	Consolidated Statements of Stockholders’ Equity	7
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​	​	​	​	Consolidated Statements of Cash Flows	9
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​	​	​	​	Condensed Notes to Consolidated Financial Statements	11
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Item 2.	​	​	​	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
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Item 3.	​	​	​	Quantitative and Qualitative Disclosures About Market Risk	42
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Item 4.	​	​	​	Controls and Procedures	43
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PART II.	​	​	​	OTHER INFORMATION	44
​	​	​	​	​	​
Item 1.	​	​	​	Legal Proceedings	44
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Item 1A.	​	​	​	Risk Factors	44
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Item 5.	​	​	​	Other information	45
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Item 6.	​	​	​	Exhibits	46
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SIGNATURES	​	​		​	47

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Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

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​	​	​	​	​	​	​
​		September 30,			December 31,
ASSETS		2025			2024
​	​	​	(unaudited)	​	​	​
Current assets:		​			​
Cash and cash equivalents	​	$	392,457	​	$	376,715
Trade receivables — net of allowance for credit losses — 2025 — $10,113 and 2024 — $9,729	​		210,292	​		190,243
Other receivables	​		19,062	​		16,588
Inventories	​		326,550	​		306,063
Prepaid expenses and other current assets	​		31,369	​		28,544
Prepaid income taxes	​		3,651	​		3,286
Income tax refund receivables	​		2,152	​		2,335
Total current assets	​		985,533	​		923,774
​	​	​	​	​	​	​
Property and equipment:	​			​
Land and land improvements	​		30,457	​		25,846
Buildings	​		198,563	​		192,296
Manufacturing equipment	​		357,135	​		340,864
Furniture and fixtures	​		64,115	​		61,321
Leasehold improvements	​		62,067	​		58,770
Construction-in-progress	​		83,417	​		58,673
Total property and equipment	​		795,754	​		737,770
Less accumulated depreciation	​		(377,750)	​		(351,605)
Property and equipment — net	​		418,004	​	​	386,165
​	​	​	​	​	​	​
Other assets:	​			​
Intangible assets:	​			​
Developed technology — net of accumulated amortization — 2025 — $433,630 and 2024 — $377,993	​		468,819	​		431,766
Other — net of accumulated amortization — 2025 — $93,600 and 2024 — $85,343	​		69,581	​		66,499
Goodwill	​		507,427	​		463,511
Deferred income tax assets	​		16,284	​		16,044
Right-of-use operating lease assets	​	​	88,496	​	​	65,508
Other assets	​		76,854	​		65,336
Total other assets	​		1,227,461	​		1,108,664
​	​	​	​	​	​	​
Total assets	​	$	2,630,998	​	$	2,418,603

​

​	​
See condensed notes to consolidated financial statements.	(continued)

​

​

​

3

Table of Contents

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

​

​	​	​	​	​	​	​
​		September 30,			December 31,
LIABILITIES AND STOCKHOLDERS’ EQUITY		2025			2024
​	​	​	(unaudited)	​	​	​
Current liabilities:		​		​	​
Trade payables	​	$	64,746	​	$	68,502
Accrued expenses	​		147,377	​		134,077
Short-term operating lease liabilities	​	​	10,612	​	​	10,331
Income taxes payable	​		7,740	​		3,492
Total current liabilities	​		230,475	​		216,402
​	​	​	​	​	​	​
Long-term debt	​		732,916	​		729,551
Deferred income tax liabilities	​		26,707	​		240
Liabilities related to unrecognized tax benefits	​		2,169	​		2,118
Deferred compensation payable	​		17,083	​		19,197
Deferred credits	​		1,424	​		1,502
Long-term operating lease liabilities	​	​	77,624	​		54,783
Other long-term obligations	​		13,192	​		15,451
Total liabilities	​		1,101,590	​		1,039,244
​	​	​	​	​	​	​
Commitments and contingencies	​			​
​	​	​	​	​	​	​
Stockholders' equity:	​			​
Preferred stock — 5,000 shares authorized; no shares issued as of September 30, 2025 and December 31, 2024	​		—	​		—
Common stock, no par value — 100,000 shares authorized; issued and outstanding as of September 30, 2025 - 59,290 and December 31, 2024 - 58,743	​		747,103	​		703,219
Retained earnings	​		786,024	​		695,541
Accumulated other comprehensive loss	​		(3,719)	​		(19,401)
Total stockholders’ equity	​		1,529,408	​		1,379,359
​	​	​	​	​	​	​
Total liabilities and stockholders’ equity	​	$	2,630,998	​	$	2,418,603

​

​	​
See condensed notes to consolidated financial statements.	(concluded)

​

​

​

4

Table of Contents

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts - unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

Nine Months Ended

​

​

September 30,

​

September 30,

​

2025

2024

2025

2024

Net sales

​

$

384,157

​

$

339,845

​

$

1,121,970

​

$

1,001,356

Cost of sales

​

197,746

​

182,310

​

579,052

​

531,006

Gross profit

​

186,411

​

157,535

​

542,918

​

470,350

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating expenses:

​

​

​

​

Selling, general and administrative

​

119,801

​

99,644

​

340,384

​

288,657

Research and development

​

23,966

​

20,527

​

70,811

​

62,272

Contingent consideration expense

​

32

​

103

​

1,198

​

292

Total operating expenses

​

143,799

​

120,274

​

412,393

​

351,221

​

​

​

​

​

​

​

​

​

​

​

​

​

Income from operations

​

42,612

​

37,261

​

130,525

​

119,129

​

​

​

​

​

​

​

​

​

​

​

​

​

Other income (expense):

​

​

​

​

Interest income

​

3,615

​

6,652

​

11,166

​

21,489

Interest expense

​

(6,754)

​

(7,501)

​

(20,097)

​

(23,226)

Other (expense) income — net

​

(933)

​

245

​

(1,717)

​

(544)

Total other expense — net

​

(4,072)

​

(604)

​

(10,648)

​

(2,281)

​

​

​

​

​

​

​

​

​

​

​

​

​

Income before income taxes

​

38,540

​

36,657

​

119,877

​

116,848

​

​

​

​

​

​

​

​

​

​

​

​

​

Income tax expense

​

10,785

​

8,213

​

29,394

​

24,438

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income

​

$

27,755

​

$

28,444

​

$

90,483

​

$

92,410

​

​

​

​

​

​

​

​

​

​

​

​

​

Earnings per common share

​

​

​

​

Basic

​

$

0.47

​

$

0.49

​

$

1.53

​

$

1.59

Diluted

​

$

0.46

​

$

0.48

​

$

1.49

​

$

1.57

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average shares outstanding

​

​

​

​

Basic

​

59,245

​

58,231

​

59,095

​

58,110

Diluted

​

59,919

​

59,537

​

60,604

​

58,948

​

See condensed notes to consolidated financial statements.

​

​

5

Table of Contents

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands - unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

Nine Months Ended

​

​

September 30,

​

September 30,

​

2025

2024

2025

2024

Net income

​

$

27,755

​

$

28,444

​

$

90,483

​

$

92,410

Other comprehensive income (loss):

​

​

​

​

Cash flow hedges

​

2,156

​

(6,585)

​

(1,893)

​

(5,324)

Income tax (expense) benefit

​

(509)

​

1,555

​

447

​

1,257

Foreign currency translation adjustment

​

(862)

​

7,153

​

18,192

​

2,061

Income tax benefit (expense)

​

558

​

(89)

​

(1,064)

​

(55)

Total other comprehensive income (loss)

​

1,343

​

2,034

​

15,682

​

(2,061)

Total comprehensive income

​

$

29,098

​

$

30,478

​

$

106,165

​

$

90,349

​

See condensed notes to consolidated financial statements.

​

​

6

Table of Contents

MERIT MEDICAL SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands - unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common Stock

​

Retained

​

Accumulated Other

​

​

​

​

Shares

Amount

Earnings

Comprehensive Loss

Total

Balance — January 1, 2025

58,743

​

$

703,219

​

$

695,541

​

$

(19,401)

​

$

1,379,359

Net income

​

​

30,147

​

​

30,147

Other comprehensive income

​

​

​

4,025

​

4,025

Stock-based compensation expense

​

7,885

​

​

​

7,885

Options exercised

281

​

14,610

​

​

​

14,610

Issuance of common stock under Employee Stock Purchase Plan

4

​

424

​

​

​

424

Shares issued from time-vested restricted stock units

​

130

​

​

—

​

​

​

​

​

​

​

​

—

Shares surrendered in exchange for payment of payroll tax liabilities

(62)

​

​

(6,145)

​

​

​

​

​

​

​

​

(6,145)

Shares surrendered in exchange for exercise of stock options

(18)

​

(1,882)

​

​

​

​

​

​

​

​

(1,882)

Balance — March 31, 2025

59,078

​

​

718,111

​

​

725,688

​

​

(15,376)

​

​

1,428,423

Net income

​

​

32,581

​

​

32,581

Other comprehensive income

​

​

​

10,314

​

10,314

Stock-based compensation expense

​

9,868

​

​

​

9,868

Options exercised

114

​

6,523

​

​

​

6,523

Issuance of common stock under Employee Stock Purchase Plan

4

​

339

​

​

​

339

Shares issued from time-vested restricted stock units

​

22

​

​

—

​

​

​

​

​

​

​

​

—

Balance — June 30, 2025

59,218

​

​

734,841

​

​

758,269

​

​

(5,062)

​

​

1,488,048

Net income

​

​

27,755

​

​

27,755

Other comprehensive income

​

​

​

1,343

​

1,343

Stock-based compensation expense

​

12,549

​

​

​

12,549

Options exercised

195

​

10,853

​

​

​

10,853

Issuance of common stock under Employee Stock Purchase Plan

4

​

293

​

​

​

293

Shares surrendered in exchange for payment of payroll tax liabilities

​

(27)

​

​

(2,452)

​

​

​

​

​

​

​

​

(2,452)

Shares surrendered in exchange for exercise of stock options

​

(100)

​

​

(8,981)

​

​

​

​

​

​

​

​

(8,981)

Balance — September 30, 2025

59,290

​

$

747,103

​

$

786,024

​

$

(3,719)

​

$

1,529,408

​

​	​
See condensed notes to consolidated financial statements.	(continued)
​	​

​

​

7

Table of Contents

​ ​

​

MERIT MEDICAL SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands - unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common Stock

​

Retained

​

Accumulated Other

​

​

​

​

Shares

Amount

Earnings

Comprehensive Loss

Total

Balance — January 1, 2024

57,858

​

$

638,150

​

$

575,184

​

$

(11,334)

​

$

1,202,000

Net income

​

​

28,240

​

​

28,240

Other comprehensive loss

​

​

​

​

​

​

(1,122)

​

(1,122)

Stock-based compensation expense

​

​

4,934

​

​

​

​

​

4,934

Options exercised

213

​

7,394

​

​

​

​

​

7,394

Issuance of common stock under Employee Stock Purchase Plan

5

​

336

​

​

​

​

​

336

Shares issued from time-vested restricted stock units

​

47

​

​

—

​

​

​

​

​

​

​

​

—

Shares surrendered in exchange for payment of payroll tax liabilities

(21)

​

(1,592)

​

​

​

​

​

​

​

​

(1,592)

Balance — March 31, 2024

58,102

​

​

649,222

​

​

603,424

​

​

(12,456)

​

​

1,240,190

Net income

​

​

35,726

​

​

35,726

Other comprehensive loss

​

​

​

(2,973)

​

(2,973)

Stock-based compensation expense

​

​

6,301

​

​

​

6,301

Options exercised

66

​

2,913

​

​

​

2,913

Issuance of common stock under Employee Stock Purchase Plan

4

​

288

​

​

​

288

Shares issued from time-vested restricted stock units

​

20

​

​

—

​

​

​

​

​

​

​

​

—

Balance — June 30, 2024

​

58,192

​

​

658,724

​

​

639,150

​

​

(15,429)

​

​

1,282,445

Net income

​

​

28,444

​

​

28,444

Other comprehensive income

​

​

​

2,034

​

2,034

Stock-based compensation expense

​

5,990

​

​

​

5,990

Options exercised

80

​

4,247

​

​

​

​

4,247

Issuance of common stock under Employee Stock Purchase Plan

2

​

246

​

​

​

246

Balance — September 30, 2024

​

58,274

​

$

669,207

​

$

667,594

​

$

(13,395)

​

$

1,323,406

​

​

​

​	​
See condensed notes to consolidated financial statements.	(concluded) ​

​

​

​

​

​

​

​

​

8

Table of Contents

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands - unaudited)

​

​	​	​	​	​	​	​
​	​	Nine Months Ended
​	​	September 30,
​		2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:		​		​	​
Net income	​	$	90,483	​	$	92,410
Adjustments to reconcile net income to net cash provided by operating activities:	​			​
Depreciation and amortization	​		91,629	​		74,093
Gain on disposition of business	​		(249)	​		—
Loss on sale or abandonment of property and equipment	​		546	​		215
Write-off of certain intangible assets and other long-term assets	​		152	​		401
Amortization of right-of-use operating lease assets	​	​	8,693	​	​	9,043
Fair value adjustments related to contingent consideration liabilities	​	​	1,198	​	​	292
Amortization of deferred credits	​		(77)	​		(77)
Amortization and write-off of long-term debt issuance costs	​		4,242	​		4,431
Stock-based compensation expense	​		33,563	​		18,958
Changes in operating assets and liabilities, net of acquisitions:	​		​	​		​
Trade receivables	​		(13,656)	​		(9,540)
Other receivables	​		2,116	​		(4,670)
Inventories	​		(15,073)	​		(2,844)
Prepaid expenses and other current assets	​		(3,038)	​		(5,871)
Income tax refund receivables	​		(140)	​		(7,530)
Other assets	​		(1,829)	​		(3,860)
Trade payables	​		3,428	​		(6,489)
Accrued expenses	​		4,849	​		(614)
Income taxes payable	​		3,485	​		(2,246)
Deferred compensation payable	​		(2,114)	​		2,051
Operating lease liabilities	​	​	(8,578)	​	​	(9,056)
Other long-term obligations	​		(769)	​		2,958
Total adjustments	​		108,378	​		59,645
Net cash, cash equivalents, and restricted cash provided by operating activities	​		198,861	​		152,055
​	​	​	​	​	​	​
CASH FLOWS FROM INVESTING ACTIVITIES:	​			​
Capital expenditures for:	​			​
Property and equipment	​		(57,252)	​		(31,668)
Intangible assets	​		(2,327)	​		(2,138)
Proceeds from the sale of property and equipment	​		49	​		5
Proceeds from disposition of business	​	​	249	​	​	—
Cash paid for notes receivable and other investments	​		(14,936)	​		(10,223)
Cash paid in acquisitions, net of cash acquired	​		(122,834)	​		(110,182)
Net cash, cash equivalents, and restricted cash used in investing activities	​	$	(197,051)	​	$	(154,206)

​

​	​
See condensed notes to consolidated financial statements.	(continued)

​

9

Table of Contents

​

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands - unaudited)

​

​	​	​	​	​	​	​
​		Nine Months Ended
​	​	September 30,
​	​	2025		​	2024
CASH FLOWS FROM FINANCING ACTIVITIES:		​		​	​
Proceeds from issuance of common stock	​	$	22,179	​	$	15,424
Payments on long-term debt	​	​	—	​	​	(76,063)
Contingent payments related to acquisitions	​		(2,645)	​		(209)
Payment of taxes related to an exchange of common stock	​		(8,597)	​		(1,592)
Net cash, cash equivalents, and restricted cash provided by (used in) financing activities	​		10,937	​		(62,440)
Effect of exchange rates on cash, cash equivalents, and restricted cash	​		3,047	​		724
Net increase (decrease) in cash, cash equivalents and restricted cash	​		15,794	​		(63,867)
​	​	​	​	​	​	​
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:	​			​
Beginning of period	​	​	378,767	​	​	589,144
End of period	​	$	394,561	​	$	525,277
​	​	​	​	​	​	​
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS:	​	​	​	​	​	​
Cash and cash equivalents	​	​	392,457	​	​	523,128
Restricted cash reported in prepaid expenses and other current assets	​	​	2,104	​	​	2,149
Total cash, cash equivalents and restricted cash	​	$	394,561	​	$	525,277
​	​	​	​	​	​	​
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION	​			​
Cash paid during the period for:	​			​
Interest (net of capitalized interest of $934 and $712, respectively)	​	$	25,890	​	$	20,977
Income taxes	​	​	23,323	​	​	33,054
​	​	​	​	​	​	​
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES	​			​
Property and equipment purchases in accounts payable	​	$	5,022	​	$	8,907
Acquisition purchases in accrued expenses and other long-term obligations	​	​	4,772	​	​	4,894
Merit common stock surrendered (118 and 0 shares, respectively) in exchange for exercise of stock options	​	​	10,863	​	​	—
Right-of-use operating lease assets obtained in exchange for operating lease liabilities	​	​	30,757	​	​	9,191

​

​	​
See condensed notes to consolidated financial statements.	(concluded)

​

​

​

10

Table of Contents

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.   Basis of Presentation and Other Items. The interim consolidated financial statements of Merit Medical Systems, Inc. ("Merit," "we" or "us") for the three and nine-month periods ended September 30, 2025 and 2024 are not audited. Our consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods and, consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America. In the opinion of our management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of our financial position, results of operations and cash flows for the periods presented in conformity with GAAP. The results of operations presented in these interim consolidated financial statements are not necessarily indicative of the results for a full-year period. Amounts presented in this report are rounded, while percentages and earnings per share amounts presented are calculated from the underlying amounts. These interim consolidated financial statements should be read in conjunction with the financial statements and risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report on Form 10-K”).

We elected to change the presentation of investments in privately held companies within the statements of cash flows to be included within Cash paid for notes receivable and other investments. Previously, amounts paid to acquire such investments were presented within Cash paid in acquisitions, net of cash acquired. The change in presentation had no material impact on previously reported financial information and comparative periods have been adjusted to reflect this change in presentation.

​

2.   Recently Issued Accounting Standards. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to improve annual basis income tax disclosures related to (1) rate reconciliation, (2) income taxes paid, and (3) other disclosures related to pretax income (or loss) and income tax expense (or benefit) from continuing operations. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. These amendments are to be applied on a prospective basis. Retrospective application is permitted. We are currently evaluating the impact this standard will have on our consolidated financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires a public entity to disclose certain operating expenses disaggregated into categories, such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization on an annual and interim basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The provisions within the update may be applied retrospectively for all periods presented in the financial statements. While we are still evaluating the specific impacts and adoption method, we anticipate this guidance will have a significant impact on our consolidated financial statement disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which introduces a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets. The amendment is effective for interim and annual periods beginning after December 15, 2025, with early adoption permitted. This amendment is to be applied on a prospective basis. We are currently evaluating the impact of this amendment on our consolidated financial statements and related disclosures.

​

​

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3.   Revenue from Contracts with Customers. We recognize revenue when a customer obtains control of promised goods. The amount of revenue recognized reflects the consideration we expect to receive in exchange for these goods. Our revenue recognition policies have not changed from those disclosed in Note 1 to our consolidated financial statements in Item 8 of the 2024 Annual Report on Form 10-K.

Disaggregation of Revenue

Our revenue is disaggregated based on reporting segment, product category and geographic region. We design, develop, manufacture and market medical products for interventional, diagnostic and therapeutic procedures. For financial reporting purposes, we report our operations in two operating segments: cardiovascular and endoscopy. Our cardiovascular segment consists of four product categories: peripheral intervention, cardiac intervention, custom procedural solutions, and original equipment manufacturer (“OEM”). Within these product categories, we sell a variety of products, including cardiology and radiology devices (which assist in diagnosing and treating coronary arterial disease, peripheral vascular disease and other non-vascular diseases), as well as embolotherapeutic, cardiac rhythm management, electrophysiology, critical care, breast cancer localization and guidance, biopsy, and interventional oncology and spine devices. Our endoscopy segment consists of gastroenterology and pulmonology devices which assist in the palliative treatment of expanding esophageal, tracheobronchial and biliary strictures.

The following tables present revenue from contracts with customers by reporting segment, product category and geographic region for the three and nine-month periods ended September 30, 2025 and 2024 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Three Months Ended

​

​

September 30, 2025

​

September 30, 2024*

​

United States

International

Total

United States

International

Total

Cardiovascular

​

​

​

​

​

​

​

Peripheral Intervention

​

$

84,550

​

$

60,231

​

$

144,781

​

$

79,521

​

$

53,562

​

$

133,083

Cardiac Intervention

​

49,611

​

​

67,071

​

116,682

​

37,240

​

​

53,000

​

90,240

Custom Procedural Solutions

​

33,508

​

​

20,628

​

54,136

​

30,730

​

​

19,725

​

50,455

OEM

​

46,112

​

​

4,714

​

50,826

​

42,841

​

​

6,236

​

49,077

Total

​

213,781

​

​

152,644

​

366,425

​

190,332

​

132,523

​

322,855

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Endoscopy

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Endoscopy Devices

​

16,816

​

916

​

17,732

​

16,160

​

830

​

16,990

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total

​

$

230,597

​

$

153,560

​

$

384,157

​

$

206,492

​

$

133,353

​

$

339,845

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended

​

Nine Months Ended

​

​

September 30, 2025

​

September 30, 2024*

​

United States

International

Total

United States

International

Total

Cardiovascular

​

​

​

​

​

​

​

​

Peripheral Intervention

​

$

248,694

​

$

176,213

​

$

424,907

​

$

231,952

​

$

165,583

​

$

397,535

Cardiac Intervention

​

137,110

​

​

194,564

​

331,674

​

109,407

​

​

164,316

​

273,723

Custom Procedural Solutions

​

95,446

​

​

60,266

​

155,712

​

90,438

​

​

58,672

​

149,110

OEM

​

140,072

​

​

16,798

​

156,870

​

120,232

​

​

23,444

​

143,676

Total

​

621,322

​

​

447,841

​

1,069,163

​

552,029

​

412,015

​

964,044

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Endoscopy

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Endoscopy Devices

​

49,921

​

2,886

​

52,807

​

35,221

​

2,091

​

37,312

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total

​

$

671,243

​

$

450,727

​

$

1,121,970

​

$

587,250

​

$

414,106

​

$

1,001,356

*Commencing January 1, 2025, we reorganized our sales teams and product categories to include revenues from the sale of our spine devices under our OEM product category. Revenue figures for 2024 have been recast to reflect this realignment of our portfolio of spine products, representing approximately $5.7 million and $16.7 million in revenue for the three and nine-month periods ended September 30, 2024, within the OEM product category to provide comparability between the reported periods.

​

12

Table of Contents

​

​

4.   Acquisitions and Investments. On May 16, 2025, Merit entered into an Agreement and Plan of Merger (the “Biolife Agreement”) by and among, Merit, Biolife, L.L.C., a Florida limited liability company (“FL Biolife”), Biolife Transaction Sub, LLC, a Delaware limited liability company (“Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability company. Promptly following the execution of the Biolife Agreement, FL Biolife converted from a Florida limited liability company to a Delaware limited liability company called Biolife Delaware, L.L.C. (“Biolife”). Pursuant to the terms of the Biolife Agreement, on May 20, 2025, Merger Sub merged with and into Biolife, with Biolife continuing as the surviving corporation and a wholly-owned subsidiary of Merit (the “Biolife Merger”). The purchase consideration consisted of an upfront payment of $120 million plus working capital and other adjustments of $7.2 million in cash. Biolife manufactures unique patented hemostatic devices under the brand names StatSeal and WoundSeal. We accounted for the Biolife Merger as a business combination. Our net sales of Biolife products since the date of the Biolife Merger were approximately $6.6 million for the nine-month period ended September 30, 2025. It is not practical to separately report earnings related to the products acquired in connection with the Biolife Merger, as we cannot split our sales costs related solely to the Biolife products, principally because our sales representatives sell multiple products (including the Biolife products) in our cardiovascular business segment. Acquisition-related costs associated with the Biolife Merger, which are included in selling, general and administrative expenses in the accompanying consolidated statements of income, were approximately $1.9 million for the nine-month period ended September 30, 2025. The purchase price was allocated as follows (in thousands):

​

​	​	​	​
Assets Acquired		​
Cash and cash equivalents	​	$	7,380
Trade receivables	​	​	1,562
Inventories	​	​	1,748
Prepaid expenses and other current assets	​	​	172
Income tax refund receivables	​	​	169
Property and equipment	​	​	4,609
Intangible assets	​		​
Developed technology	​	​	90,500
Trademarks	​	​	3,700
Customer list	​	​	4,500
Goodwill	​	​	41,211
Total assets acquired	​		155,551
​	​	​	​
Liabilities Assumed	​
Trade payables	​	​	133
Accrued expenses	​	​	1,551
Deferred income tax liabilities	​	​	26,446
Liabilities related to unrecognized tax benefits	​	​	51
Other long-term obligations	​		139
Total liabilities assumed	​		28,320
Total assets acquired, net of liabilities assumed	​	​	127,231
Less: Cash acquired	​	​	(7,380)
Purchase price, net of cash acquired	​	$	119,851

​

We are amortizing the Biolife developed technology intangible assets over 12 years, the trademark intangible assets over 12 years, and the customer list intangible asset on an accelerated basis over 12 years. We have estimated the weighted average life of the intangible assets acquired in connection with the Biolife Merger to be 12 years. The goodwill consists largely of the synergies expected from combining operations and is not expected to be deductible for tax purposes. The pro forma effects to our consolidated results of operations of the Biolife Merger are not material in relation to reported sales.

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Table of Contents

On November 1, 2024, pursuant to the terms of the Asset Purchase Agreement (the “Cook Purchase Agreement”) dated September 18, 2024 between Merit and Cook Medical Holdings LLC (“Cook”), we acquired Cook’s lead management business, which is composed of a comprehensive end-to-end portfolio of medical devices and accessories used in lead management procedures for patients who need a pacemaker or an implantable cardioverter-defibrillator lead removed or replaced (the “Cook Transaction”). We acquired the portfolio for a purchase price of $210 million, plus the assumption of certain liabilities. We accounted for this transaction under the acquisition method of accounting as a business combination. Acquisition-related costs associated with the transaction, which were included in selling, general and administrative expenses in the consolidated statements of income included in the 2024 Annual Report on Form 10-K were approximately $5.4 million during the year ended December 31, 2024. The purchase price was allocated as follows (in thousands):

​

​	​	​	​
Assets Acquired		​
Intangible assets	​		​
Developed technology	​	$	126,100
Trademarks	​	​	7,100
Customer list	​	​	11,100
Goodwill	​	​	65,897
Total assets acquired	​		210,197
​	​	​	​
Liabilities Assumed	​
Accrued expenses	​		197
Total liabilities assumed	​		197
​	​	​	​
Total net assets acquired	​	$	210,000

​

We are amortizing the Cook developed technology intangible assets over ten years, the trademark intangible assets over 12 years, and the customer list intangible asset on an accelerated basis over 12 years. We have estimated the weighted average life of the intangible assets acquired from Cook to be 10.3 years. The goodwill consists largely of the synergies expected from combining operations and is expected to be deductible for income tax purposes. The pro forma effects on our consolidated results of operations of the Cook Transaction are not material in relation to reported sales and it was deemed impracticable to obtain information to determine earnings associated with the acquired product lines which represent only a small portion of the product lines of a large, consolidated company without standalone financial information.

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Table of Contents

On July 1, 2024, we entered into an Asset Purchase Agreement (the “EGS Purchase Agreement”) with EndoGastric Solutions, Inc. (“EGS”), pursuant to which we acquired the EsophyX® Z+ device and various assets related thereto (collectively, the “EGS Acquisition”), which are designed to deliver a durable, minimally invasive non-pharmacological treatment option for patients suffering from gastroesophageal reflux disease. We acquired the purchased assets identified under the EGS Purchase Agreement for a purchase price of $105 million. We accounted for the EGS Acquisition under the acquisition method of accounting as a business combination. The sales related to the EGS Acquisition have been included in our endoscopy segment since the acquisition date. Acquisition-related costs associated with the EGS Acquisition, which were included in selling, general and administrative expenses in the consolidated statements of income included in the 2024 Annual Report on Form 10-K were approximately $3.4 million during the year ended December 31, 2024. The purchase price was allocated as follows (in thousands):

​

​	​	​	​
Assets Acquired		​
Trade receivables	​	$	2,568
Inventories	​	​	3,553
Prepaid expenses and other current assets	​	​	99
Property and equipment	​	​	258
Intangible assets	​		​
Developed technology	​	​	72,800
Trademarks	​	​	5,400
Customer list	​	​	6,600
Goodwill	​	​	16,997
Total assets acquired	​		108,275
​	​	​	​
Liabilities Assumed	​
Trade payables	​		494
Accrued expenses	​		2,752
Total liabilities assumed	​		3,246
​	​	​	​
Total net assets acquired	​	$	105,029

​

We are amortizing the EGS developed technology intangible assets over ten years, the trademark intangible assets over 11 years, and the customer list intangible asset on an accelerated basis over 11 years. We have estimated the weighted average life of the intangible assets acquired from EGS to be 10.1 years. The goodwill consists largely of the synergies expected from combining operations and is expected to be deductible for income tax purposes. The pro forma effects to our consolidated results of operations of the EGS Acquisition are not material in relation to reported sales.

On March 8, 2024, we entered into an asset purchase agreement with Scholten Surgical Instruments, Inc. (“SSI”) to acquire the assets associated with the Bioptome, Novatome, and Sensatome devices. The total purchase price of the SSI assets included an up-front payment of $3 million, and three deferred payments, including (i) $1 million payable upon the earlier of (a) the first anniversary of the closing date or (b) the date on which Merit can independently manufacture the purchased devices (“Deferred Payment Date”), (ii) $1 million payable upon the first anniversary of the Deferred Payment Date, and (iii) $1 million payable upon the second anniversary of the Deferred Payment Date. We have accounted for this transaction as an asset purchase, and recorded the amount paid and deferred payments as a developed technology intangible asset, which we are amortizing over eight years.

​

5. Inventories. Inventories at September 30, 2025 and December 31, 2024 consisted of the following (in thousands):

​

​	​	​	​	​	​	​
​		September 30, 2025			December 31, 2024
Finished goods	​	$	175,890	​	$	168,437
Work-in-process	​		37,185	​		27,114
Raw materials	​		113,475	​		110,512
Total inventories	​	$	326,550	​	$	306,063

​

​

​

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Table of Contents

6.   Goodwill and Intangible Assets. The change in the carrying amount of goodwill by segment for the nine-month period ended September 30, 2025 is detailed as follows (in thousands):

​

​	​	​	​	​	​	​	​	​	​
​	​	2025
​		Cardiovascular		​	Endoscopy		​	Total
Goodwill balance at January 1	​	$	446,514	​	$	16,997	​	$	463,511
Effect of foreign exchange	​		2,705	​		—	​		2,705
Additions and adjustments as the result of acquisitions	​		41,211	​		—	​		41,211
Goodwill balance at September 30	​	$	490,430	​	$	16,997	​	$	507,427

​

Total accumulated goodwill impairment losses aggregated to $8.3 million as of September 30, 2025 and December 31, 2024, respectively. We did not have any goodwill impairments for the three and nine-month periods ended September 30, 2025 or 2024.

Other intangible assets at September 30, 2025 and December 31, 2024 consisted of the following (in thousands):

​	​	​	​	​	​	​	​	​	​
​	​	September 30, 2025
​	​	Gross Carrying		​	Accumulated		​	Net Carrying
​		Amount			Amortization			Amount
Patents	​	$	33,425	​	$	(14,262)	​	$	19,163
Distribution agreements	​		3,250	​		(3,050)	​		200
License agreements	​		12,605	​		(9,875)	​		2,730
Trademarks	​		51,355	​		(27,271)	​		24,084
Customer lists	​		62,546	​		(39,142)	​		23,404
Total	​	$	163,181	​	$	(93,600)	​	$	69,581

​

​	​	​	​	​	​	​	​	​	​
​	​	December 31, 2024
​	​	Gross Carrying		​	Accumulated		​	Net Carrying
​		Amount			Amortization			Amount
Patents	​	$	31,489	​	$	(12,824)	​	$	18,665
Distribution agreements	​		3,250	​		(2,994)	​		256
License agreements	​		11,557	​		(9,125)	​		2,432
Trademarks	​		47,613	​		(24,177)	​		23,436
Customer lists	​		57,933	​		(36,223)	​		21,710
Total	​	$	151,842	​	$	(85,343)	​	$	66,499

​

Aggregate amortization expense for developed technology and other intangible assets for the three and nine-month periods ended September 30, 2025 was $21.8 million and $63.3 million, respectively. Aggregate amortization expense for the three and nine-month periods ended September 30, 2024 was $16.9 million and $46.4 million, respectively.

We evaluate long-lived assets, including amortizing intangible assets, for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. We perform the impairment analysis at the asset group for which the lowest level of identifiable cash flows is largely independent of the cash flows of other assets and liabilities. If a triggering event is identified, we determine the fair value of our amortizing assets based on estimated future cash flows discounted back to their present value using a discount rate that reflects the risk profiles of the underlying activities. We did not identify indicators of impairment for our intangible assets based on our consideration of triggering events for the nine-month periods ended September 30, 2025 and 2024, respectively.

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Table of Contents

Estimated amortization expense for developed technology and other intangible assets for the next five years consisted of the following as of September 30, 2025 (in thousands):

​	​	​	​
Year ending December 31,		Estimated Amortization Expense
Remaining 2025	​	$	22,834
2026	​		81,827
2027	​		78,176
2028	​	​	76,520
2029	​		65,133

​

​

7.   Income Taxes. On July 4, 2025, the U.S. enacted a budget reconciliation package (known as the “One Big Beautiful Bill Act” or “OBBBA”) which includes a broad range of tax provisions affecting businesses. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company has included the estimated impacts of the bill in the consolidated financial statements for the nine-month period ended September 30, 2025. We will continue to evaluate the full impact of these legislative changes as additional guidance and results become available.

Our provision for income taxes for the three-month periods ended September 30, 2025 and 2024 was a tax expense of $10.8 million and $8.2 million, respectively, which resulted in an effective tax rate of 28.0% and 22.4%, respectively. Our provision for income taxes for the nine-month periods ended September 30, 2025 and 2024 was a tax expense of $29.4 million and $24.4 million, respectively, which resulted in an effective tax rate of 24.5% and 20.9%, respectively. The increase in the effective income tax rate for the three and nine-month periods ended September 30, 2025, when compared to the prior-year period, was primarily due to decreased benefit from discrete items such as share-based compensation and contingent liabilities and increased permanent tax differences in various jurisdictions and items related to the budget reconciliation package enacted during the period and retroactive to the beginning of the year. The increase in the income tax expense for the three and nine-month periods ended September 30, 2025, when compared to the prior-year periods, was primarily due to increased pre-tax book income and the rate differences noted above. Our effective tax rate differs from the U.S. statutory rate primarily due to the impact of global intangible low-taxed income (“GILTI”) inclusions, state income taxes, foreign taxes, other nondeductible permanent items and discrete items (such as share-based compensation).

The Organization for Economic Cooperation and Development (“OECD”) Pillar Two global minimum tax rules, which generally provide for a minimum effective tax rate of 15%, are intended to apply for tax years beginning in 2024. On February 2, 2023, the OECD issued administrative guidance providing transition and safe harbor rules around the implementation of the Pillar Two global minimum tax. Under a transitional safe harbor released July 17, 2023, the undertaxed profits rule top-up tax in the jurisdiction of a company's ultimate parent entity will be zero for each fiscal year of the transition period, if that jurisdiction has a corporate tax rate of at least 20%. The safe harbor transition period will apply to fiscal years beginning on or before December 31, 2025 and ending before December 31, 2026. While we expect our effective income tax rate and cash income tax payments could increase in future years as a result of the global minimum tax, we do not anticipate a material impact to our fiscal 2025 consolidated results of operations. Our assessment could be affected by legislative guidance and future enactment of additional provisions within the Pillar Two framework. We are closely monitoring developments and evaluating the impact these new rules are anticipated to have on our tax rate, including eligibility to qualify for these safe harbor rules.

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Table of Contents

8.   Debt. Principal balances outstanding under our long-term debt obligations as of September 30, 2025 and December 31, 2024 consisted of the following (in thousands):

​

​	​	​	​	​	​	​
​		September 30, 2025			December 31, 2024
Convertible notes	​	$	747,500	​	$	747,500
Less unamortized debt issuance costs	​		(14,584)	​		(17,949)
Total long-term debt	​		732,916	​		729,551
Less current portion	​		—	​		—
Long-term portion	​	$	732,916	​	$	729,551

​

Future minimum principal payments on our long-term debt, as of September 30, 2025, were as follows (in thousands):

​

​	​	​	​
Year Ending	​	Future Minimum
December 31,		Principal Payments
Remaining 2025		$	—
2026	​	​	—
2027	​	​	—
2028	​	​	—
2029	​	​	747,500
Total future minimum principal payments	​	$	747,500

​

Fourth Amended and Restated Credit Agreement

On June 6, 2023, we entered into a Fourth Amended and Restated Credit Agreement (the "Fourth A&R Credit Agreement"). The Fourth A&R Credit Agreement is a syndicated loan agreement with Wells Fargo Bank, National Association and other parties. The Fourth A&R Credit Agreement amended and restated in its entirety our previously outstanding Third Amended and Restated Credit Agreement and all amendments thereto. The Fourth A&R Credit Agreement provides for a term loan of $150 million and a revolving credit commitment of up to an aggregate amount of $700 million, inclusive of sub-facilities for multicurrency borrowings, standby letters of credit and swingline loans. On June 6, 2028, all principal, interest and other amounts outstanding under the Fourth A&R Credit Agreement are payable in full. At any time prior to the maturity date, we may repay any amounts owing under all term loans and revolving credit loans in whole or in part, without premium or penalty.

On December 5, 2023, we executed an amendment to the Fourth A&R Credit Agreement (as amended, the "Amended Fourth A&R Credit Agreement”) to facilitate the issuance of our Convertible Notes described below. Among other things, the amendment also updated the definition of the Applicable Margin used in determining the interest rates and amended the financial covenants, all as described below.

Term loans made under the Amended Fourth A&R Credit Agreement bear interest, at our election, at either (i) the Base Rate plus the Applicable Margin (as defined in the Amended Fourth A&R Credit Agreement) or, (ii) Adjusted Term SOFR plus the Applicable Margin (as defined in the Amended Fourth A&R Credit Agreement). Revolving credit loans bear interest, at our election, at either (a) the Base Rate plus the Applicable Margin, (b) Adjusted Term SOFR plus the Applicable Margin, (c) Adjusted Eurocurrency Rate plus the Applicable Margin (as defined in the Amended Fourth A&R Credit Agreement), or (d) Adjusted Daily Simple SONIA plus the Applicable Margin (as defined in the Amended Fourth A&R Credit Agreement). Swingline loans bear interest at the Base Rate plus the Applicable Margin. Interest on each loan featuring the Base Rate and each Daily Simple SONIA Loan is due and payable on the last business day of each calendar month; interest on each loan featuring the Eurocurrency Rate and each Term SOFR Loan is due and payable on the last day of each interest period applicable thereto, and if such interest period extends over three months, at the end of each three-month interval during such interest period.

18

Table of Contents

The Amended Fourth A&R Credit Agreement is collateralized by substantially all of our assets. The Amended Fourth A&R Credit Agreement contains affirmative and negative covenants, representations and warranties, events of default and other terms customary for loans of this nature. In particular, the Amended Fourth A&R Credit Agreement requires that we maintain certain financial covenants, as follows:

​	​	​	​	​
​		Covenant Requirement		​
Consolidated Total Net Leverage Ratio (1)		​	5.0 to 1.0	​
Consolidated Senior Secured Net Leverage Ratio (2)	​	​	3.0 to 1.0	​
Consolidated Interest Coverage Ratio (3)		​	3.0 to 1.0	​

(1) Maximum Consolidated Total Net Leverage Ratio (as defined in the Amended Fourth A&R Credit Agreement) as of any fiscal quarter end.

(2) Maximum Consolidated Senior Secured Net Leverage Ratio (as defined in the Amended Fourth A&R Credit Agreement) as of any fiscal quarter end.

(3) Minimum ratio of Consolidated EBITDA (as defined in the Amended Fourth A&R Credit Agreement and adjusted for certain expenditures) to Consolidated Interest Expense (as defined in the Amended Fourth A&R Credit Agreement) for any period of four consecutive fiscal quarters.

We were in compliance with these financial covenants set forth in the Amended Fourth A&R Credit Agreement as of September 30, 2025.

As of September 30, 2025, we had no outstanding borrowings and issued letter of credit guarantees of $3.0 million under the Amended Fourth A&R Credit Agreement, with additional available borrowings of approximately $697 million, based on the maximum net leverage ratio required pursuant to the Amended Fourth A&R Credit Agreement.

Convertible Notes

In December 2023, we issued convertible notes which bear interest at 3.00% per year, payable semi-annually in arrears on February 1 and August 1 of each year, which commenced August 1, 2024 (the “Convertible Notes”). The Convertible Notes are senior unsecured obligations (as defined in the indenture governing the Convertible Notes (the “Indenture”)) of Merit and will mature on February 1, 2029, unless repurchased, redeemed or converted in accordance with their terms prior to such date. The net proceeds from the sale of the Convertible Notes were approximately $724.8 million after deducting offering and issuance costs and before the costs of the Capped Call Transactions, as described below.

The initial conversion rate of the notes will be 11.5171 shares of our common stock (the “Common Stock”) per $1,000 principal amount of notes, which equates to an initial conversion price of approximately $86.83 per share of Common Stock, subject to adjustments as provided in the Indenture upon the occurrence of certain specified events.

Conversion can occur at the option of the holders of the Convertible Notes (“Holders”) at any time on or after October 1, 2028. Prior to October 1, 2028, Holders may only elect to convert the Convertible Notes under the following circumstances: (1) During the five business day period after any ten consecutive trading day period in which, for each day of that period, the trading price per $1,000 principal amount of the Convertible Notes for such trading day was less than 98% of the product of the last reported sale price of the Common Stock and the applicable conversion rate on such trading day; (2) Merit issues to common shareholders any rights, options, or warrants, entitling them, for a period of not more than 60 days, to purchase shares of Common Stock at a price per share less than the average closing sale price of 10 consecutive trading days, or Merit’s election to make a distribution to common shareholders exceeding 10% of the previous day’s closing sale price; (3) Upon the occurrence of a Fundamental Change, as set forth in the Indenture; (4) During any calendar quarter (and only during such calendar quarter) beginning after March 31, 2024, if, the last reported sale price per share of the Common Stock exceeds 130% of the applicable conversion price on each applicable trading day for at least 20 trading days (whether or not consecutive) in the period of the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter; or (5) Prior to the related redemption date if Merit calls any Convertible Notes for redemption. As of September 30, 2025, none of the conditions permitting the Holders to convert their Convertible Notes early had been met. Therefore, the Convertible Notes are classified as long-term debt obligations.

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Upon conversion, Merit will (1) pay cash up to the aggregate principal amount of the Convertible Notes to be converted and (2) pay or deliver, as the case may be, cash, shares of Common Stock, or a combination of cash and shares of Common Stock, at Merit’s election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted.

In addition, Holders will have the right to require Merit to repurchase all or a part of their notes upon the occurrence of a “fundamental change” (as defined in the Indenture) in cash at a fundamental change repurchase price of 100% of their principal amount plus accrued and unpaid interest up to, but excluding, the fundamental change repurchase date.

On or after February 7, 2027, we may redeem for cash all or part of the Convertible Notes, at our option, if the last reported sales price of Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related notice of the redemption.

Capped Call Transactions

In December 2023, in connection with the pricing of the Convertible Notes, Merit entered into privately negotiated capped call transactions (“Capped Call Transactions”) with certain of the initial purchasers and/or their respective affiliates and certain other financial institutions. The Capped Call Transactions cover, subject to customary anti-dilution adjustments, the number of shares of Common Stock initially underlying the Convertible Notes and are generally expected to reduce potential dilution to the Common Stock upon any conversion of Convertible Notes and/or offset any cash payments Merit is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap, based on a cap price initially equal to approximately $114.68 per share of Common Stock, subject to certain adjustments under the terms of the Capped Call Transactions. The cost of the Capped Call Transactions was approximately $66.5 million. The Capped Call Transactions do not meet the criteria for separate accounting as a derivative as they are indexed to the Common Stock. The premiums paid for the Capped Call Transactions have been included as a net reduction to Common Stock within stockholders' equity.

​

​

9.   Derivatives.

General. Our earnings and cash flows are subject to fluctuations due to changes in interest rates and foreign currency exchange rates, and we seek to mitigate a portion of the risks attributable to those fluctuations by entering into derivative contracts. The derivative instruments we use are interest rate swaps and foreign currency forward contracts. We recognize derivative instruments as either assets or liabilities at fair value in the accompanying consolidated balance sheets, regardless of whether hedge accounting is applied. We report cash flows arising from our hedging instruments consistent with the classification of cash flows from the underlying hedged items. Accordingly, cash flows associated with our derivative contracts are classified as operating activities in the accompanying consolidated statements of cash flows.

We formally document, designate and assess the effectiveness of transactions that receive hedge accounting treatment initially and on an ongoing basis. For qualifying hedges, the change in fair value is deferred in accumulated other comprehensive income, a component of stockholders’ equity in the accompanying consolidated balance sheets, and recognized in earnings at the same time the hedged item affects earnings. Changes in the fair value of derivative instruments not designated as hedging instruments are recorded in earnings throughout the term of the derivative.

Interest Rate Risk. In December 2019, we entered into a pay-fixed, receive-variable interest rate swap with a notional amount of $75 million with Wells Fargo wherein we fixed the one-month SOFR rate on that portion of our borrowings under the Amended Fourth A&R Credit Agreement. The term of the interest rate swap expired on July 31, 2024.

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Foreign Currency Risk. We operate on a global basis and are exposed to the risk that our financial condition, results of operations, and cash flows could be adversely affected by changes in foreign currency exchange rates. To reduce the potential effects of foreign currency exchange rate movements on net earnings, we enter into derivative financial instruments in the form of foreign currency exchange forward contracts with major financial institutions. Our policy is to enter into foreign currency derivative contracts with maturities of up to two years. We are exposed to foreign currency exchange rate risk with respect to transactions and balances denominated in various currencies, with our most significant exposure related to transactions and balances denominated in Chinese Renminbi and Euros, among others. We do not use derivative financial instruments for trading or speculative purposes. We do not believe we are subject to any credit risk contingent features related to our derivative contracts, and we seek to manage counterparty risk by allocating derivative contracts among several major financial institutions.

Derivatives Designated as Cash Flow Hedges

For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative instrument is temporarily reported as a component of other comprehensive income and then reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. We entered into forward contracts on various foreign currencies to manage the risk associated with forecasted exchange rates which impact revenues, cost of sales, and operating expenses in various international markets. The objective of the forward contracts is to reduce the variability of cash flows associated with the forecasted purchase or sale of the foreign currencies. As of September 30, 2025 and December 31, 2024, we had entered into foreign currency forward contracts, which qualified as cash flow hedges, with aggregate notional amounts of $152.6 million and $117.5 million, respectively.

Derivatives Not Designated as Cash Flow Hedges

We forecast our net exposure in various receivables and payables to fluctuations in the value of various currencies, and we enter into foreign currency forward contracts to mitigate a portion of that exposure. As of September 30, 2025 and December 31, 2024, we had entered into foreign currency forward contracts related to those balance sheet accounts with aggregate notional amounts of $109.0 million and $95.7 million, respectively.

Balance Sheet Presentation of Derivative Instruments. As of September 30, 2025 and December 31, 2024, all derivative instruments, both those designated as hedging instruments and those that were not designated as hedging instruments, were recorded at fair value on a gross basis on our consolidated balance sheets. We are not subject to any master netting agreements.

The fair value of derivative instruments on a gross basis was as follows on the dates indicated (in thousands):

​	​	​	​	​	​	​	​	​
Fair Value of Derivative Instruments Designated as Hedging Instruments		Balance Sheet Location		September 30, 2025			December 31, 2024
Assets				​			​
Foreign currency forward contracts		Prepaid expenses and other assets	​	$	3,059	​	$	3,771
Foreign currency forward contracts		Other assets (long-term)	​	​	806	​		1,064
​	​	​	​	​	​	​	​	​
(Liabilities)			​			​
Foreign currency forward contracts		Accrued expenses	​		(2,117)	​		(1,332)
Foreign currency forward contracts		Other long-term obligations	​		(571)	​		(287)
​	​	​	​	​	​	​	​	​
Fair Value of Derivative Instruments Not Designated as Hedging Instruments		Balance Sheet Location		September 30, 2025			December 31, 2024
Assets			​			​
Foreign currency forward contracts		Prepaid expenses and other assets	​	$	926	​	$	2,595
​	​	​	​	​	​	​	​	​
(Liabilities)			​			​
Foreign currency forward contracts		Accrued expenses	​		(1,175)	​		(1,288)

​

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Table of Contents

Income Statement Presentation of Derivative Instruments.

Derivative Instruments Designated as Cash Flow Hedges

Derivative instruments designated as cash flow hedges had the following effects, before income taxes, on other comprehensive income (“OCI”), accumulated other comprehensive income (“AOCI”), and net earnings in our consolidated statements of income, consolidated statements of comprehensive income and consolidated balance sheets (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amount of Gain/(Loss)

​

​

​

Consolidated Statements

​

Amount of Gain/(Loss)

​

​

Recognized in OCI

​

​

​

of Income

​

Reclassified from AOCI

​

​

Three Months Ended September 30,

​

Three Months Ended September 30,

​

Three Months Ended September 30,

Derivative instrument

2025

2024

Location in statements of income

2025

2024

2025

2024

Interest rate swap

​

$

—

​

$

1

​

Interest expense

​

$

(6,754)

​

$

(7,501)

​

$

—

​

$

255

Foreign currency forward contracts

​

2,330

​

(5,443)

​

Revenue

​

384,157

​

339,845

​

(106)

​

709

​

​

​

​

​

​

​

​

Cost of sales

​

(197,746)

​

(182,310)

​

280

​

179

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amount of Gain/(Loss)

​

​

​

Consolidated Statements

​

Amount of Gain/(Loss)

​

​

Recognized in OCI

​

​

​

of Income

​

Reclassified from AOCI

​

​

Nine Months Ended September 30,

​

Nine Months Ended September 30,

​

Nine Months Ended September 30,

Derivative instrument

2025

2024

Location in statements of income

2025

​

2024

2025

2024

Interest rate swap

​

$

—

​

$

152

​

Interest expense

​

$

(20,097)

​

$

(23,226)

​

$

—

​

$

1,656

Foreign currency forward contracts

​

(963)

​

(1,308)

​

Revenue

​

1,121,970

​

1,001,356

​

1,424

​

1,549

​

​

​

​

​

​

​

​

Cost of sales

​

(579,052)

​

(531,006)

​

(494)

​

963

​

As of September 30, 2025, ($1.3) million, or ($1.0) million after taxes, was expected to be reclassified from AOCI to earnings in revenue and cost of sales over the succeeding twelve months.

Derivative Instruments Not Designated as Hedging Instruments

The following gains/(losses) from these derivative instruments were recognized in our consolidated statements of income for the periods presented (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

Nine Months Ended September 30,

Derivative Instrument

Location in statements of income

2025

2024

2025

2024

Foreign currency forward contracts

Other income (expense) — net

​

$

(731)

​

$

(2,124)

​

$

451

​

$

(596)

​

​

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Table of Contents

10.   Commitments and Contingencies.

Litigation. In the ordinary course of business, we are involved in various claims and litigation matters. These proceedings, actions and claims may involve product liability, intellectual property, contract disputes, employment, governmental inquiries or other matters, including the matter described below. These matters generally involve inherent uncertainties and often require prolonged periods of time to resolve. In certain proceedings, the claimants may seek damages as well as other compensatory and equitable relief that could result in the payment of significant claims and settlements and/or the imposition of injunctions or other equitable relief. For legal matters for which our management had sufficient information to reasonably estimate our future obligations, a liability representing management’s best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within the range is not known, is recorded. The estimates are based on consultation with legal counsel, previous settlement experience and settlement strategies. If actual outcomes are less favorable than those estimated by management, additional expense may be incurred, which could unfavorably affect our financial position, results of operations and cash flows. The ultimate cost to us with respect to actions and claims could be materially different than the amount of the current estimates and accruals and could have a material adverse effect on our financial position, results of operations and cash flows. Unless included in our legal accrual, we are unable to estimate a reasonably possible loss or range of loss associated with any individual material legal proceeding. Legal costs for these matters, such as outside counsel fees and expenses, are charged to expense in the period incurred.

SEC Inquiry

Commencing in January 2022, we received requests from the Division of Enforcement of the U.S. Securities and Exchange Commission (“SEC”) seeking the voluntary production of information relating to the business activities of Merit’s subsidiary in China, including interactions with hospitals and health care officials in China (the “SEC Inquiry”).  We cooperated with the requests and investigated the matter.  During the quarter ended September 30, 2025, the SEC’s Division of Enforcement notified us that they had concluded the SEC Inquiry and were not recommending enforcement action against us.

In management's opinion, based on its examination of these matters, its experience to date and discussions with counsel, we are not currently involved in any legal proceedings which, individually or in the aggregate, could have a material adverse effect on our financial position, results of operations or cash flows. Our management regularly assesses the risks of legal proceedings in which we are involved, and management’s view of these matters may change in the future.

​

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Table of Contents

11.   Earnings Per Common Share (EPS). The computation of weighted average shares outstanding and the basic and diluted earnings per common share for the three and nine-month periods ended September 30, 2025 and 2024 consisted of the following (in thousands, except per share amounts):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30,

​

September 30,

​

​

2025

​

2024

​

2025

​

2024

Net income

​

$

27,755

​

$

28,444

​

$

90,483

​

$

92,410

Average common shares outstanding

​

59,245

​

58,231

​

59,095

​

58,110

Basic EPS

​

$

0.47

​

$

0.49

​

$

1.53

​

$

1.59

​

​

​

​

​

​

​

​

​

​

​

​

​

Average common shares outstanding

​

​

59,245

​

​

58,231

​

​

59,095

​

​

58,110

Effect of dilutive stock awards

​

​

648

​

​

866

​

​

806

​

​

691

Effect of dilutive convertible notes

​

​

26

​

​

440

​

​

703

​

​

147

Total potential shares outstanding

​

​

59,919

​

​

59,537

​

​

60,604

​

​

58,948

Diluted EPS

​

$

0.46

​

$

0.48

​

$

1.49

​

$

1.57

​

​

​

​

​

​

​

​

​

​

​

​

​

Equity awards excluded as the impact was anti-dilutive (1)

​

​

198

​

​

448

​

​

176

​

​

821

(1) Does not reflect the impact of incremental repurchases under the treasury stock method.

Convertible Notes

For our Convertible Notes, the dilutive effect has been calculated using the if-converted method. Upon surrender of the Convertible Notes for conversion, Merit will pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at Merit’s election, in respect of the remainder, if any, of Merit’s conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted. Under the if-converted method, we include the number of shares required to satisfy the remaining conversion obligation, assuming all the Convertible Notes were converted. The convertible notes only have an impact on diluted earnings per share when the average share price of our Common Stock exceeds the conversion price of $86.83. The average closing price of the Common Stock for the three and nine-month periods ended September 30, 2025 and 2024, respectively, was used as the basis for determining the dilutive effect on EPS.

​

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Table of Contents

12.   Stock-Based Compensation Expense. Stock-based compensation expense before income tax expense for the three and nine-month periods ended September 30, 2025 and 2024 consisted of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30,

​

September 30,

​

2025

2024

2025

2024

Cost of sales

​

​

​

​

​

​

​

​

​

​

​

​

Nonqualified stock options

​

$

126

​

$

150

​

$

777

​

$

875

Restricted stock units

​

​

351

​

​

—

​

​

973

​

​

—

Total cost of sales

​

​

477

​

​

150

​

​

1,750

​

​

875

Research and development

​

​

​

​

​

​

​

​

​

​

Nonqualified stock options

​

​

328

​

440

​

​

965

​

1,221

Restricted stock units

​

​

386

​

​

—

​

​

1,103

​

​

—

Total research and development

​

​

714

​

​

440

​

​

2,068

​

​

1,221

Selling, general and administrative

​

​

​

​

​

​

​

​

​

​

Nonqualified stock options

​

​

1,058

​

1,442

​

​

3,637

​

4,689

Performance-based restricted stock units

​

​

8,030

​

​

2,884

​

​

16,588

​

​

7,648

Restricted stock units

​

​

2,270

​

​

1,074

​

​

6,259

​

​

2,792

Cash-settled performance-based awards

​

​

998

​

​

723

​

​

3,094

​

​

1,733

Cash-settled restricted stock units

​

​

65

​

​

—

​

​

167

​

​

—

Total selling, general and administrative

​

​

12,421

​

​

6,123

​

​

29,745

​

​

16,862

​

​

​

​

​

​

​

​

​

​

​

​

​

Stock-based compensation expense before taxes

​

$

13,612

​

$

6,713

​

$

33,563

​

$

18,958

​

We recognize stock-based compensation expense (net of a forfeiture rate), for those awards which are expected to vest, on a straight-line basis over the requisite service period. We estimate the forfeiture rate based on our historical experience and expectations about future forfeitures.

Nonqualified Stock Options

During the nine months ended September 30, 2025 and 2024, we did not grant any stock options. As of September 30, 2025, the total remaining unrecognized compensation cost related to non-vested stock options was $5.5 million, which was expected to be recognized over a weighted average period of 1.4 years.

Stock-Settled Performance-Based Restricted Stock Units (“Performance Stock Units”)

During the nine-month periods ended September 30, 2025 and 2024, we granted Performance Stock Units which represented awards of up to 290,120 and 364,810 shares of Common Stock, respectively. Settlement of the Performance Stock Units into shares of Common Stock occurs at the end of the relevant performance periods. The actual number of shares of Common Stock issuable at the end of the performance periods is based upon Company performance towards specified financial performance targets and relative total shareholder return as compared to the Russell 2000 Index (“rTSR”), all as more specifically set forth in the Performance Stock Unit award agreements.

We use Monte-Carlo simulations to estimate the grant-date fair value of the Performance Stock Units linked to total shareholder return. The fair value of each performance stock unit was estimated as of the grant date using the following assumptions for awards granted in the periods indicated below:

​

​	​	​	​	​
​	​	Nine Months Ended
​	​	September 30,
​	​	2025	​	2024
Risk-free interest rate		4.0%		4.4%
Performance period		2.8 years		2.8 years
Expected dividend yield		—		—
Expected price volatility		28.0%		31.1%

​

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The risk-free interest rate of return was determined using the U.S. Treasury rate at the time of grant with a term equal to the expected term of the award. The expected volatility was based on the weighted average volatility of our stock price and the average volatility of our compensation peer group's stock price. The expected dividend yield was assumed to be zero because, at the time of the grant, we had no plans to declare a dividend.

Compensation expense is recognized using the grant-date fair value for the number of shares that are likely to be awarded based on the performance metrics. Each reporting period, this probability assessment is updated, and cumulative adjustments are recorded based on the financial performance metrics expected to be achieved. At the end of the performance period, cumulative expense is calculated based on the actual performance metrics achieved. As of September 30, 2025, the total remaining unrecognized compensation cost related to stock-settled Performance Stock Units was $28.5 million, which is expected to be recognized over a weighted average period of 1.3 years.

Cash-Settled Performance-Based Awards

During the nine-month periods ended September 30, 2025 and 2024, we granted Performance Stock Units to our Chief Executive Officer that provide for settlement in cash upon achievement of specific metrics (“Liability Awards”), with total target cash incentives in the amount of $1.7 million and $1.6 million, respectively. The Liability Awards entitle him to a target cash payment based upon our level of rTSR performance and achievement of other performance metrics, as defined in the award agreements.

During the nine-month periods ended September 30, 2025 and 2024, we granted additional Performance Stock Units to certain employees that provide for settlement in cash upon our achievement of specified financial metrics. The cash payable upon vesting at the end of the service period is based upon performance against specified financial performance targets and relative total shareholder return as compared to the rTSR, as defined in the award agreements. Compensation expense is recognized in an amount equal to the cash payment likely to be awarded based on the performance metrics.

The potential maximum payout of these Liability Awards is 250% of the target cash incentive, resulting in a total potential maximum payout of $4.7 million and $4.4 million for Liability Awards granted during the nine-month periods ended September 30, 2025 and 2024, respectively. The settlement generally occurs at the end of three-year performance periods based upon the same performance metrics and vesting period as our Performance Stock Units.

The fair value of these Liability Awards is measured at each reporting period until the awards are settled. As of September 30, 2025 and December 31, 2024, the recorded balance associated with these Liability Awards was $5.7 million and $5.1 million, respectively, which have been classified as liabilities and reported in accrued expenses and other long-term obligations within our consolidated balance sheets. As of September 30, 2025, the total remaining unrecognized compensation cost related to Liability Awards was $4.4 million, which was expected to be recognized over a weighted average period of 1.8 years.

Restricted Stock Units

During the nine-month periods ended September 30, 2025 and 2024, we granted restricted stock units to certain employees and non-employee directors representing 135,778 and 158,719 shares of Common Stock, respectively. The expense recognized for restricted stock units is equal to the closing stock price on the date of grant, which is recognized over the vesting period. Restricted stock units granted to each employee are subject to such employee’s continued employment through the vesting date, which is between three to four years from the date of grant. Restricted stock units granted to each non-employee director are subject to such director’s continued service through the vesting date, which is one year from the grant date. As of September 30, 2025, the total remaining unrecognized compensation cost related to restricted stock units was $27.7 million, which was expected to be recognized over a weighted average period of 2.6 years.

​

​

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Table of Contents

13.   Segment Reporting. We report our operations in two operating segments: cardiovascular and endoscopy. Our cardiovascular segment consists of four product categories: peripheral intervention, cardiac intervention, custom procedural solutions, and OEM. Within these product categories, we sell a variety of products, including cardiology and radiology devices (which assist in diagnosing and treating coronary arterial disease, peripheral vascular disease and other non-vascular diseases), as well as embolotherapeutic, cardiac rhythm management, electrophysiology, critical care, breast cancer localization and guidance, biopsy, and interventional oncology and spine devices. Our endoscopy segment consists of gastroenterology and pulmonology devices which assist in the palliative treatment of expanding esophageal, tracheobronchial and biliary strictures. Our chief operating decision maker (“CODM”) is our Chief Executive Officer, who uses segment profit or loss to assess performance and allocate resources to each segment, primarily through periodic budgeting and segment performance reviews. See Note 3, Revenues from Contracts with Customers for a detailed breakout of our sales by operating segment and product category, disaggregated between domestic and international sales. Total assets by segment are not used by the CODM to assess performance or allocate resources to the Company’s segments; therefore, total assets by segment are not disclosed.

Financial information relating to our reportable operating segments and reconciliations to the consolidated totals for the three and nine-month periods ended September 30, 2025 and 2024, were as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Three Months Ended

​

​

September 30, 2025

​

September 30, 2024

​

Cardiovascular

Endoscopy

Consolidated

Cardiovascular

Endoscopy

Consolidated

Net sales

$

366,425

$

17,732

$

384,157

$

322,855

​

$

16,990

$

339,845

Cost of sales standard(1)

​

​

144,299

​

​

4,258

​

​

​

​

​

137,530

​

​

4,594

​

​

​

Cost of sales other(2)

​

47,324

​

1,865

​

​

​

37,531

​

2,655

​

​

Selling, general and administrative expenses

​

113,835

​

5,966

​

​

​

90,409

​

9,235

​

​

Research and development expenses

​

​

23,157

​

​

809

​

​

​

​

​

19,727

​

​

800

​

​

​

Other operating expenses(3)

​

​

32

​

​

—

​

​

​

​

​

103

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Income from operations

​

$

37,778

​

$

4,834

​

$

42,612

​

$

37,555

​

$

(294)

​

$

37,261

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total other expense — net

​

​

​

​

​

​

​

​

(4,072)

​

​

​

​

​

​

​

​

(604)

​

​

​

​

​

​

​

Income before income taxes

​

​

​

​

​

​

$

38,540

​

​

​

​

​

​

$

36,657

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended

​

Nine Months Ended

​

​

September 30, 2025

​

September 30, 2024

​

Cardiovascular

Endoscopy

Consolidated

Cardiovascular

Endoscopy

Consolidated

Net sales

$

1,069,163

$

52,807

$

1,121,970

$

964,044

​

$

37,312

$

1,001,356

Cost of sales standard(1)

​

​

430,449

​

​

12,963

​

​

​

​

​

411,088

​

​

10,959

​

​

​

Cost of sales other(2)

​

129,057

​

6,583

​

​

​

105,661

​

3,298

​

​

Selling, general and administrative expenses

​

322,482

​

17,902

​

​

​

273,343

​

15,314

​

​

Research and development expenses

​

​

68,417

​

​

2,394

​

​

​

​

​

60,286

​

​

1,986

​

​

​

Other operating expenses(3)

​

​

1,198

​

​

—

​

​

​

​

​

292

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Income from operations

​

$

117,560

​

$

12,965

​

$

130,525

​

$

113,374

​

$

5,755

​

$

119,129

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total other expense — net

​

​

​

​

​

​

​

​

(10,648)

​

​

​

​

​

​

​

​

(2,281)

​

​

​

​

​

​

​

Income before income taxes

​

​

​

​

​

​

$

119,877

​

​

​

​

​

​

$

116,848

(1) Cost of sales standard represents costs of goods sold measured at the internal standard cost for production of inventory. Inventory standard costs include material, labor and manufacturing overhead.

(2) Cost of sales other for all segments includes amortization expense associated with our developed technology and license agreement intangible assets, freight and handling associated with shipments to customers, provisions based on estimated excess, slow moving and obsolete inventories, manufacturing and price variances, and royalties.

(3) Other operating expenses include contingent consideration expense (benefit) related to the changes in fair value of contingent payments associated with acquisitions.

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Total depreciation and amortization by operating segment for the three and nine-month periods ended September 30, 2025 and 2024, consisted of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30,

​

September 30,

​

​

2025

​

2024

​

2025

​

2024

Cardiovascular

​

$

29,055

​

$

24,025

​

$

84,792

​

$

71,377

Endoscopy

​

​

2,261

​

​

2,378

​

​

6,837

​

​

2,716

Total

​

$

31,316

​

$

26,403

​

$

91,629

​

$

74,093

​

​

​

​

14.   Fair Value Measurements.

Assets (Liabilities) Measured at Fair Value on a Recurring Basis

Our financial assets and (liabilities) carried at fair value and measured on a recurring basis as of September 30, 2025 and December 31, 2024 consisted of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair Value Measurements Using

​

​

Total Fair

​

Quoted prices in

​

Significant other

​

Significant

​

​

Value at

​

active markets

​

observable inputs

​

unobservable inputs

​

September 30, 2025

(Level 1)

(Level 2)

(Level 3)

Money market funds (1)

​

$

30,978

​

$

30,978

​

$

—

​

$

—

United States treasury debt securities (2)

​

​

7,100

​

​

7,100

​

​

—

​

​

—

Foreign currency contract assets, current and long-term (3)

​

​

4,791

​

​

—

​

​

4,791

​

​

—

Foreign currency contract liabilities, current and long-term (4)

​

​

(3,863)

​

​

—

​

​

(3,863)

​

​

—

Contingent consideration liabilities

​

​

(1,949)

​

​

—

​

​

—

​

​

(1,949)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair Value Measurements Using

​

​

Total Fair

​

Quoted prices in

​

Significant other

​

Significant

​

​

Value at

​

active markets

​

observable inputs

​

unobservable inputs

​

December 31, 2024

(Level 1)

(Level 2)

(Level 3)

Money market funds (1)

​

$

10,034

​

$

10,034

​

$

—

​

$

—

Marketable securities (5)

​

​

92

​

​

92

​

​

—

​

​

—

Foreign currency contract assets, current and long-term (3)

​

​

7,430

​

​

—

​

​

7,430

​

​

—

Foreign currency contract liabilities, current and long-term (4)

​

​

(2,907)

​

​

—

​

​

(2,907)

​

​

—

Contingent consideration liabilities

​

​

(3,486)

​

​

—

​

​

—

​

​

(3,486)

(1) Our money market fund represents a bank-managed money market fund which permits daily redemptions. Amounts in the fund are recorded as cash equivalents in the consolidated balance sheets.

(2) The fair value of U.S. treasury debt securities are determined using quoted prices for identical assets in active markets and is recorded as cash and cash equivalents in the consolidated balance sheets.

(3) The fair value of the foreign currency contract assets (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as a prepaid expense and other current asset or other long-term asset in the consolidated balance sheets.

(4) The fair value of the foreign currency contract liabilities (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as accrued expense or other long-term obligation in the consolidated balance sheets.

(5) Our marketable securities, which consist entirely of available-for-sale equity securities, are valued using market prices in active markets. Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets.

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Table of Contents

Certain of our past business combinations involve the potential for the payment of future contingent consideration, generally based on a percentage of future product sales or upon attaining specified future revenue or other milestones. The contingent consideration liability is re-measured at the estimated fair value at the end of each reporting period with the change in fair value recognized within operating expenses in the accompanying consolidated statements of income for such period. We measure the initial liability and re-measure the liability on a recurring basis using Level 3 inputs as defined under authoritative guidance for fair value measurements. Changes in the fair value of our contingent consideration liabilities during the three and nine-month periods ended September 30, 2025 and 2024 consisted of the following (in thousands):

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​		Three Months Ended						Nine Months Ended
​		September 30,						September 30,
​		2025			2024			2025			2024
Beginning balance	​	$	2,027	​	$	3,435	​	$	3,486	​	$	3,447
Contingent consideration expense	​		32	​		103	​		1,198	​		292
Contingent payments made	​		(110)	​		(119)	​		(2,735)	​		(320)
Ending balance	​	$	1,949	​	$	3,419	​	$	1,949	​	$	3,419

​

As of September 30, 2025, $1.6 million in contingent consideration liability was included in other long-term obligations and $0.3 million in contingent consideration liability was included in accrued expenses in our consolidated balance sheet. As of December 31, 2024, $3.1 million in contingent consideration liability was included in other long-term obligations and $0.4 million in contingent consideration liability was included in accrued expenses in our consolidated balance sheet.

Payments related to the settlement of the contingent consideration liability recognized at fair value as of the applicable acquisition date of $2.6 million and $0.2 million for the nine-month periods ended September 30, 2025 and 2024, respectively, have been reflected as a cash outflow from financing activities in the accompanying consolidated statements of cash flows. Payments related to increases in the contingent consideration liability subsequent to the date of acquisition of $0.1 million and $0.1 million for the nine-month periods ended September 30, 2025 and 2024, respectively, are reflected as operating cash flows.

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Table of Contents

The recurring Level 3 measurement of our contingent consideration liabilities included the following significant unobservable inputs at September 30, 2025 and December 31, 2024 (amounts in thousands):

​	​	​	​	​	​	​	​	​	​	​	​
​	​	Fair value at		​	​	​	​	​	​		​
​	​	September 30,		​	Valuation	​	​	​	​	​	Weighted
Contingent consideration liability		2025			technique		Unobservable inputs		Range	​	Average(1)
Revenue-based royalty payments contingent liability	​	$	1,856		Discounted cash flow		Discount rate	​	14.0%	​	14.0%
​	​				​		Projected year of payments	​	2025-2034	​	2029
​	​	​	​	​	​	​	​	​	​	​	​
Revenue milestones contingent liability	​	$	93		Monte Carlo simulation		Discount rate	​	11.0%	​	​
​	​				​		Projected year of payments	​	2025-2041	​	2041

​

​

​	​	​	​	​	​	​	​	​	​	​	​
​	​	Fair value at		​	​	​	​	​	​		​
​	​	December 31,		​	Valuation	​	​	​	​	​	Weighted
Contingent consideration liability		2024			technique		Unobservable inputs		Range	​	Average(1)
Revenue-based royalty payments contingent liability	​	$	2,217		Discounted cash flow		Discount rate	​	14.0% - 16.0%	​	14.6%
​	​				​		Projected year of payments	​	2025-2034	​	2028
​	​	​	​	​	​	​	​	​	​	​	​
Revenue milestones contingent liability	​	$	88		Monte Carlo simulation		Discount rate	​	13.0%	​	​
​	​				​		Projected year of payments	​	2025-2040	​	2039
​	​	​	​	​	​	​	​	​	​	​	​
Regulatory approval contingent liability	​	$	1,181	​	Scenario-based method	​	Discount rate	​	6.0%	​	​
​	​	​	​	​	​	​	Probability of milestone payment	​	50.0%	​	​
​	​	​	​	​	​	​	Projected year of payment	​	2025-2026	​	2025

(1) Unobservable inputs were weighted by the relative fair value of the instruments. No weighted average is reported for contingent consideration liabilities without a range of unobservable inputs.

The contingent consideration liability is re-measured to fair value each reporting period. Significant increases or decreases in projected revenues, based on our most recent internal operational budgets and long-range strategic plans, discount rates or the time until payment is made would have resulted in a significantly lower or higher fair value measurement. Our determination of the fair value of the contingent consideration liability could change in future periods based upon our ongoing evaluation of these significant unobservable inputs. We intend to record any such change in the fair value of contingent consideration liability to operating expenses in our consolidated statements of income.

Fair Value of Other Assets (Liabilities)

The carrying amount of cash and cash equivalents, receivables, and trade payables approximate fair value because of the immediate, short-term maturity of these financial instruments. The fair value of our long-term debt under our Convertible Notes was $870.8 million as of September 30, 2025 and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input. The fair value of assets and liabilities whose carrying value approximates fair value is determined using Level 2 inputs, with the exception of cash and cash equivalents, which use Level 1 inputs.

We recognize or disclose the fair value of certain assets, such as non-financial assets, primarily property and equipment, right-of-use operating lease assets, equity investments, intangible assets and goodwill in connection with impairment evaluations. Such assets are reported at carrying value and are not subject to recurring fair value measurements. We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Fair value is generally determined based on discounted future cash flow. All our nonrecurring valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy.

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Table of Contents

Our equity investments in privately-held companies were $26.0 million and $22.8 million at September 30, 2025 and December 31, 2024, respectively, which are included within other long-term assets in our consolidated balance sheets. We analyze our investments in privately-held companies to determine if they should be accounted for using the equity method based on our ability to exercise significant influence over operating and financial policies of the investment whereby we record our proportionate share of the investee’s earnings or losses; amortization of differences between our investment basis and underlying equity in net assets of the investee, excluding the component representing goodwill; and impairment, if any, as a component of other income (expense) — net for each reporting period. Investments not accounted for under the equity method of accounting are accounted for at cost minus impairment, if applicable, plus or minus changes in valuation resulting from observable transactions for identical or similar investments. For the nine-month periods ended September 30, 2025 and 2024, we recorded no impairment charges related to our equity investments.

Current Expected Credit Losses

Our outstanding notes receivable, including accrued interest and an allowance for current expected credit losses, were $21.2 million and $9.4 million as of September 30, 2025 and December 31, 2024, respectively. Notes receivable increased $11.8 million for the nine-month period ended September 30, 2025 primarily due to loans issued to FluidX Medical Technology, Inc. and Protaryx Medical Inc. As of September 30, 2025 and December 31, 2024, we had an allowance for current expected credit losses of $2.6 million and $1.4 million, respectively, associated with these notes receivable. We assess the allowance for current expected credit losses on an individual security basis, due to the limited number of securities, using a probability of default model, which is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the expected collectability of securities, and other security specific factors.

The table below presents a roll-forward of the allowance for current expected credit losses on our notes receivable for the three and nine-month periods ended September 30, 2025 and 2024 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30,

​

September 30,

​

​

2025

2024

​

2025

2024

Beginning balance

​

$

2,375

​

$

1,406

​

$

1,366

​

$

568

Provision for credit loss expense

​

​

185

​

​

189

​

​

1,194

​

​

1,027

Ending balance

​

$

2,560

​

$

1,595

​

$

2,560

​

$

1,595

​

​

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Table of Contents

15.   Accumulated Other Comprehensive Income (Loss). The changes in each component of accumulated other comprehensive income (loss) for the three and nine-month periods ended September 30, 2025 and 2024 were as follows:

​

​	​	​	​	​	​	​	​	​
​	Cash Flow Hedges			Foreign Currency Translation			Total
Balance as of July 1, 2025	$	(328)	​	$	(4,734)	​	$	(5,062)
​	​	​	​	​	​	​	​	​
Other comprehensive income (loss)		2,330	​	​	(862)	​	​	1,468
Income taxes		(509)	​	​	558	​	​	49
Reclassifications to:	​	​	​	​	​	​	​	​
Revenue	​	106	​	​	​	​	​	106
Cost of sales	​	(280)	​	​	​	​	​	(280)
Net other comprehensive income (loss)	​	1,647	​	​	(304)	​	​	1,343
​	​	​	​	​	​	​	​	​
Balance as of September 30, 2025	$	1,319	​	$	(5,038)	​	$	(3,719)

​

​	​	​	​	​	​	​	​	​
​	Cash Flow Hedges			Foreign Currency Translation			Total
Balance as of July 1, 2024	$	2,625	​	$	(18,054)	​	$	(15,429)
​	​	​	​	​	​	​	​	​
Other comprehensive (loss) income		(5,442)	​	​	7,153	​	​	1,711
Income taxes		1,555	​	​	(89)	​	​	1,466
Reclassifications to:	​	​	​	​	​	​	​	​
Revenue	​	(709)	​	​	​	​	​	(709)
Cost of sales	​	(179)	​	​	​	​	​	(179)
Interest expense	​	(255)	​	​	​	​	​	(255)
Net other comprehensive (loss) income	​	(5,030)	​	​	7,064	​	​	2,034
​	​	​	​	​	​	​	​	​
Balance as of September 30, 2024	$	(2,405)	​	$	(10,990)	​	$	(13,395)

​

​	​	​	​	​	​	​	​	​
​	Cash Flow Hedges			Foreign Currency Translation			Total
Balance as of January 1, 2025	$	2,765	​	$	(22,166)	​	$	(19,401)
​	​	​	​	​	​	​	​	​
Other comprehensive (loss) income		(963)	​	​	18,192	​	​	17,229
Income taxes		447	​	​	(1,064)	​	​	(617)
Reclassifications to:	​	​	​	​	​	​	​	​
Revenue	​	(1,424)	​	​	​	​	​	(1,424)
Cost of sales	​	494	​	​	​	​	​	494
Net other comprehensive (loss) income	​	(1,446)	​	​	17,128	​	​	15,682
​	​	​	​	​	​	​	​	​
Balance as of September 30, 2025	$	1,319	​	$	(5,038)	​	$	(3,719)

​

​	​	​	​	​	​	​	​	​
​	Cash Flow Hedges			Foreign Currency Translation			Total
Balance as of January 1, 2024	$	1,662	​	$	(12,996)	​	$	(11,334)
​	​	​	​	​	​	​	​	​
Other comprehensive (loss) income		(1,156)	​	​	2,061	​	​	905
Income taxes		1,257	​	​	(55)	​	​	1,202
Reclassifications to:	​	​	​	​	​	​	​	​
Revenue	​	(1,549)	​	​	​	​	​	(1,549)
Cost of sales	​	(963)	​	​	​	​	​	(963)
Interest expense	​	(1,656)	​	​	​	​	​	(1,656)
Net other comprehensive (loss) income	​	(4,067)	​	​	2,006	​	​	(2,061)
​	​	​	​	​	​	​	​	​
Balance as of September 30, 2024	$	(2,405)	​	$	(10,990)	​	$	(13,395)

​

​

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Table of Contents

16.    Subsequent Events.

​

On October 3, 2025, (i) Fred P. Lampropoulos resigned as Chief Executive Officer and President of Merit and transitioned his employment to the role of Executive Chairman and (ii) Merit's Board of Directors appointed Martha G. Aronson as Merit's new Chief Executive Officer and President. The Board of Directors also voted to expand the number of directors on Merit’s Board of Directors from ten to eleven and to appoint Ms. Aronson as a director. In connection with Ms. Aronson's appointment, the Company granted to Ms. Aronson (x) restricted stock units representing 19,594 shares of Common Stock with a three-year vesting period and (y) Performance Stock Units representing up to 73,478 shares of Common Stock, subject to Merit’s financial and market performance relative to specified targets, which will be released at the end of the performance period.

On October 15, 2025, we entered into an Asset Purchase Agreement (the “Pentax Agreement”) with Pentax of America, Inc., a subsidiary of PENTAX® Medical, Inc., to acquire the C2 CryoBalloon™ device and related technology for total cash consideration of $22 million (collectively, the “Pentax Acquisition”). The closing of the proposed transaction is expected to occur during the fourth quarter of 2025, subject to the satisfaction or waiver (in accordance with the provisions of the Pentax Agreement) of certain customary closing conditions. The total purchase consideration consists of a $19 million cash payment at closing and potential contingent payments of up to $3 million payable upon meeting certain milestones. We are currently evaluating the accounting treatment of the Pentax Acquisition, as well as performing the valuation of the assets acquired and the related purchase price allocation.

​

​

​

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related condensed notes thereto, which are included in Part I of this report. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to inherent risks and uncertainties that may adversely impact our operations and financial results. These risks and uncertainties are discussed in Part I, Item 1A “Risk Factors” in the 2024 Annual Report on Form 10-K and in Part II, Item 1A “Risk Factors” in this report and in our Quarterly Reports on Form 10-Q for each of the quarters ended March 31, 2025 and June 30, 2025.

OVERVIEW

We are a leading manufacturer and marketer of proprietary medical devices used in interventional, diagnostic and therapeutic procedures, particularly in cardiology, radiology, oncology, critical care and endoscopy. Our cardiovascular segment consists of four product categories: peripheral intervention, cardiac intervention, custom procedural solutions, and OEM. Within these product categories, we sell a variety of products, including cardiology and radiology devices (which assist in diagnosing and treating coronary arterial disease, peripheral vascular disease and other non-vascular diseases), as well as embolotherapeutic, cardiac rhythm management, electrophysiology, critical care, breast cancer localization and guidance, biopsy, and interventional oncology and spine devices. Our endoscopy segment consists of gastroenterology and pulmonology devices which assist in the palliative treatment of expanding esophageal, tracheobronchial and biliary strictures.

For the three-month period ended September 30, 2025, we reported sales of $384.2 million, an increase of $44.3 million or 13.0% compared to sales for the three-month period ended September 30, 2024 of $339.8 million. For the nine-month period ended September 30, 2025, we reported sales of $1,122.0 million, an increase of $120.6 million or 12.0% compared to sales for the nine-month period ended September 30, 2024 of $1,001.4 million. Foreign currency fluctuations (net of hedging) increased our net sales by $1.9 million and $0.8 million for the three and nine-month periods ended September 30, 2025, respectively, assuming applicable foreign exchange rates in effect during the comparable prior-year periods.

Gross profit as a percentage of sales increased to 48.5% for the three-month period ended September 30, 2025 compared to 46.4% for the three-month period ended September 30, 2024. Gross profit as a percentage of sales increased to 48.4% for the nine-month period ended September 30, 2025 compared to 47.0% for the nine-month period ended September 30, 2024.

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Table of Contents

Net income for the three-month period ended September 30, 2025 was $27.8 million, or $0.46 per share, compared to net income of $28.4 million, or $0.48 per share, for the three-month period ended September 30, 2024. Net income for the nine-month period ended September 30, 2025 was $90.5 million, or $1.49 per share, compared to net income of $92.4 million, or $1.57 per share, for the nine-month period ended September 30, 2024.

Recent Developments and Trends

In addition to the trends identified in the 2024 Annual Report on Form 10-K under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Overview,” our business in 2025 has been impacted, and we believe will continue to be impacted, by the following recent developments and trends:

● Our revenue results during the three-month period ended September 30, 2025 were driven primarily by demand in the U.S. and favorable sales trends in each of our international regions.

● As of September 30, 2025, we had cash, cash equivalents, and restricted cash of $394.6 million and net available borrowing capacity under our Fourth A&R Credit Agreement of approximately $697 million.

● The United States recently announced changes to its trade policies, including increasing tariffs on imports, in some cases significantly, and potentially negotiating or terminating existing trade agreements. These actions have prompted retaliatory tariffs and other measures by a number of countries. While the long-term effects remain uncertain, we continue to closely monitor the evolving trade policy environment which presents a mix of impacts, including, among other impacts, the potential for increased production costs and higher pricing to our customers, any of which could negatively affect our business, results of operations and financial condition.

​

RESULTS OF OPERATIONS

The following table sets forth certain operational data as a percentage of sales for the periods indicated:

​	​	​	​	​	​	​	​	​	​	​
​		Three Months Ended			​	​	Nine Months Ended			​
​	​	September 30,			​	​	September 30,			​
​		2025		2024			2025		2024
Net sales		100	%	100	%		100	%	100	%
Gross profit		48.5		46.4			48.4	​	47.0
Selling, general and administrative expenses		31.2		29.3			30.3	​	28.8
Research and development expenses		6.2		6.0			6.3	​	6.2
Contingent consideration expense		0.0		0.0			0.1	​	0.0
Income from operations		11.1		11.0			11.6	​	11.9
Other expense — net		(1.1)		(0.2)			(0.9)	​	(0.2)
Income before income taxes		10.0		10.8			10.7	​	11.7
Net income		7.2		8.4			8.1	​	9.2

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Sales

Sales for the three-month period ended September 30, 2025 increased by 13.0%, or $44.3 million, compared to the corresponding period in 2024. Sales for nine-month period ended September 30, 2025 increased by 12.0%, or $120.6 million, compared to the corresponding period in 2024. Listed below are the sales by product category within each of our reportable segments for the three and nine-month periods ended September 30, 2025 and 2024 (in thousands, other than percentage changes):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

​

​

Nine Months Ended

​

​

​

​

September 30,

​

​

​

​

September 30,

​

% Change

​

2025

2024*

% Change

​

2025

2024*

Cardiovascular

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Peripheral Intervention

8.8

%

​

$

144,781

​

$

133,083

​

6.9

%

​

$

424,907

​

$

397,535

Cardiac Intervention

29.3

%

​

116,682

​

90,240

21.2

%

​

​

331,674

​

273,723

Custom Procedural Solutions

7.3

%

​

54,136

​

50,455

4.4

%

​

​

155,712

​

149,110

OEM

3.6

%

​

50,826

​

49,077

9.2

%

​

​

156,870

​

143,676

Total

13.5

%

​

366,425

​

322,855

10.9

%

​

​

1,069,163

​

964,044

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Endoscopy

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Endoscopy Devices

4.4

%

​

17,732

​

16,990

41.5

%

​

​

52,807

​

37,312

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total

13.0

%

​

$

384,157

​

$

339,845

​

12.0

%

​

$

1,121,970

​

$

1,001,356

*Commencing January 1, 2025, we reorganized our sales teams and product categories to include revenues from the sale of our spine devices under our OEM product category. Revenue figures for 2024 have been recast to reflect this realignment of our portfolio of spine products, representing approximately $5.7 million and $16.7 million in revenue for the three and nine-month periods ended September 30, 2024, within the OEM product category to provide comparability between the reported periods.

Cardiovascular Sales. Our cardiovascular sales for the three-month period ended September 30, 2025 were $366.4 million, up 13.5% when compared to the corresponding period of 2024 of $322.9 million. Sales for the three-month period ended September 30, 2025 were favorably affected by increased sales of:

(a) Peripheral intervention products, which increased by $11.7 million, or 8.8%, from the corresponding period of 2024. This increase was driven primarily by increased sales of our embolotherapy, access, delivery systems and angiography products.

(b) Cardiac intervention products, which increased by $26.4 million, or 29.3%, from the corresponding period of 2024. This increase was driven primarily by $10.7 million in sales associated with products acquired from Cook in November 2024, $5.3 million in sales associated with products acquired in connection with the Biolife Merger in May 2025 and increased sales of our intervention, cardiac rhythm management/electrophysiology (“CRM/EP”), access and angiography products.

(c) OEM products, which increased by $1.7 million, or 3.6%, from the corresponding period of 2024. This increase was driven primarily by increased sales of our CRM/EP and angiography products, offset partially by decreased sales of our access products.

(d) Custom procedural solutions products, which increased by $3.7 million, or 7.3%, from the corresponding period of 2024. This increase was driven primarily by increased sales of our kits.

Our cardiovascular sales for the nine-month period ended September 30, 2025 were $1,069.2 million, up 10.9% when compared to the corresponding period of 2024 of $964.0 million. Sales for the nine-month period ended September 30, 2025 were favorably affected by increased sales of:

(a) Peripheral intervention products, which increased by $27.4 million, or 6.9%, from the corresponding period of 2024. This increase was driven primarily by increased sales of our embolotherapy, access, delivery systems, radar localization and drainage products.

(b) Cardiac intervention products, which increased by $58.0 million, or 21.2%, from the corresponding period of 2024. This increase was driven primarily by $30.1 million in sales associated with products acquired from Cook in November 2024, $6.6 million in sales associated with products acquired in connection with the Biolife Merger

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in May 2025 and increased sales of our intervention, CRM/EP, angiography, access and fluid management products.

(c) OEM products, which increased by $13.2 million, or 9.2%, from the corresponding period of 2024. This increase was driven primarily by increased sales of our intervention, CRM/EP and angiography products as well as our kits, offset partially by decreased sales of our coated tube and wire products.

(d) Custom procedural solutions products, which increased by $6.6 million, or 4.4%, from the corresponding period of 2024. This increase was driven primarily by increased sales of our critical care products as well as our kits and trays.

Endoscopy Sales. Our endoscopy sales for the three-month period ended September 30, 2025 were $17.7 million, up 4.4% when compared to sales in the corresponding period of 2024 of $17.0 million. Sales for the three-month period ended September 30, 2025 compared to the corresponding period in 2024 were favorably affected by increased sales of our EsophyX® Z+ device and ReSolve Thoracostomy Trays.

Our endoscopy sales for the nine-month period ended September 30, 2025 were $52.8 million, up 41.5% when compared to sales in the corresponding period of 2024 of $37.3 million. Sales for the nine-month period ended September 30, 2025 compared to the corresponding period in 2024 were favorably affected by increased sales of our EsophyX® Z+ device acquired from EGS in July 2024.

Geographic Sales

Listed below are sales by geography for the three and nine-month periods ended September 30, 2025 and 2024 (in thousands, other than percentage changes):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

​

​

Nine Months Ended

​

​

​

​

September 30,

​

​

​

​

September 30,

​

% Change

​

2025

2024

% Change

​

2025

2024

United States

​

11.7

%

​

$

230,597

​

$

206,492

​

14.3

%

​

$

671,243

​

$

587,250

International

​

15.2

%

​

​

153,560

​

​

133,353

​

8.8

%

​

​

450,727

​

​

414,106

Total

13.0

%

​

$

384,157

​

$

339,845

​

12.0

%

​

$

1,121,970

​

$

1,001,356

United States Sales. U.S. sales for the three-month period ended September 30, 2025 were $230.6 million, or 60.0% of net sales, up 11.7% when compared to the corresponding period of 2024. The increase in our domestic sales for the three-month period ended September 30, 2025, compared to the corresponding period of 2024 was driven primarily by our U.S. Direct and OEM businesses.

U.S. sales for the nine-month period ended September 30, 2025 were $671.2 million, or 59.8%% of net sales, up 14.3% when compared to the corresponding period of 2024. The increase in our domestic sales for the nine-month period ended September 30, 2025, compared to the corresponding period of 2024 was driven primarily by our U.S. Direct, OEM and Endoscopy businesses.

International Sales. International sales for the three-month period ended September 30, 2025 were $153.6 million, or 40.0% of net sales, up 15.2% when compared to the corresponding period of 2024 of $133.4 million. The increase in our international sales for the three-month period ended September 30, 2025, compared to the corresponding period of 2024 included increased sales in our Rest of World (“ROW”) operations of $2.7 million or 18.5%, our Europe, the Middle East and Africa (“EMEA”) operations of $13.1 million or 22.3% and our Asia Pacific (“APAC”) operations of $4.5 million or 7.4%.

International sales for the nine-month period ended September 30, 2025 were $450.7 million, or 40.2% of net sales, up 8.8% when compared to the corresponding period of 2024 of $414.1 million. The increase in our international sales for the nine-month period ended September 30, 2025, compared to the corresponding period of 2024 included increased sales in our ROW operations of $7.0 million or 16.7%, our EMEA operations of $25.6 million or 14.1% and our APAC operations of $3.9 million or 2.1%.

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Gross Profit

Our gross profit as a percentage of sales increased to 48.5% for the three-month period ended September 30, 2025, compared to 46.4% for the three-month period ended September 30, 2024. Our gross profit as a percentage of sales increased to 48.4% for the nine-month period ended September 30, 2025, compared to 47.0% for the nine-month period ended September 30, 2024. The increase in gross profit percentage for the three and nine-month periods ended September 30, 2024 was primarily due to an increase in sales combined with favorable changes in product mix, partially offset by higher intangible amortization expense as a percentage of sales associated with acquisitions.

Operating Expenses

Selling, General and Administrative Expense. Selling, general and administrative (“SG&A”) expenses increased $20.2 million, or 20.2%, for the three-month period ended September 30, 2025 compared to the corresponding period of 2024. As a percentage of sales, SG&A expenses were 31.2% for the three-month period ended September 30, 2025, compared to 29.3% for the corresponding period of 2024. SG&A expenses increased $51.7 million, or 17.9%, for the nine-month period ended September 30, 2025 compared to the corresponding period of 2024. As a percentage of sales, SG&A expenses were 30.3%% for the nine-month period ended September 30, 2025, compared to 28.8%% for the corresponding period of 2024. For the three and nine-month periods ended September 30, 2025, SG&A expenses increased compared to the corresponding period of 2024, primarily due to an increase in labor-related costs including (i) variable compensation associated with performance-based bonus programs, commissions associated with sales growth, as well as an increase in expense associated with both performance and non-performance based equity awards; and (ii) headcount additions to support investment in the business and growth from acquisitions, including those in connection with the Cook Transaction and the Biolife Merger.

Research and Development Expenses. Research and development (“R&D”) expenses for the three-month period ended September 30, 2025 were $24.0 million, up 16.8%, when compared to R&D expenses in the corresponding period of 2024 of $20.5 million. R&D expenses for the nine-month period ended September 30, 2025 were $70.8 million, up 13.7%, when compared to R&D expenses in the corresponding period of 2024 of $62.3 million. For the three and nine-month periods ended September 30, 2025, R&D expenses increased compared to the corresponding periods of 2024 primarily due to increased regulatory costs and clinical trials.

Contingent Consideration Expense. For the three and nine-month periods ended September 30, 2025, we recognized contingent consideration expense from changes in the estimated fair value of our contingent consideration obligations stemming from our previously disclosed business acquisitions of $0.0 million and $1.2 million, compared to contingent consideration expense of $0.1 million and $0.3 million for the three and nine-month periods ended September 30, 2024. Expense in each period related to changes in the probability and timing of achieving certain revenue and operational milestones, as well as expense for the passage of time.

Operating Income

The following table sets forth our operating income by financial reporting segment for the three and nine-month periods ended September 30, 2025 and 2024 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30,

​

September 30,

​

2025

2024

2025

2024

Operating Income

​

​

​

​

​

​

​

​

​

​

​

​

Cardiovascular

​

$

37,778

​

$

37,555

​

$

117,560

​

$

113,374

Endoscopy

​

4,834

​

(294)

​

12,965

​

5,755

Total operating income

​

$

42,612

​

$

37,261

​

$

130,525

​

$

119,129

Cardiovascular Operating Income. Our cardiovascular operating income for the three-month period ended September 30, 2025 was $37.8 million, compared to cardiovascular operating income in the corresponding period of 2024 of $37.6 million. The increase in cardiovascular operating income during the three-month period ended September 30, 2025 compared to the corresponding period of 2024 was primarily a result of increased sales ($366.4 million compared to $322.9 million) and gross margin, partially offset by increases in SG&A and R&D expenses.

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Our cardiovascular operating income for the nine-month period ended September 30, 2025 was $117.6 million, compared to cardiovascular operating income in the corresponding period of 2024 of $113.4 million. The increase in cardiovascular operating income during the nine-month period ended September 30, 2025 compared to the corresponding period of 2024 was primarily a result of increased sales ($1,069.2 million compared to $964.0 million) and gross margin, partially offset by increased SG&A, R&D and contingent consideration expenses.

Endoscopy Operating Income (Loss). Our endoscopy operating income for the three-month period ended September 30, 2025 was $4.8 million, compared to endoscopy operating loss of $(0.3) million for the corresponding period of 2024. The increase in endoscopy operating income for the three-month period ended September 30, 2025 compared to the corresponding period of 2024 was primarily a result of increased sales and gross margin and decreased SG&A expenses associated with reduced restructuring and integration costs from the acquisition of EGS in July 2024.

Our endoscopy operating income for the nine-month period ended September 30, 2025 was $13.0 million, compared to endoscopy operating income of $5.8 million for the corresponding period of 2024. The increase in endoscopy operating income for the nine-month period ended September 30, 2025 compared to the corresponding period of 2024 was primarily a result of increased sales and gross margin, partially offset by increased SG&A expenses associated with higher labor related costs due to headcount additions in connection with the EGS Acquisition.

Other Expense – Net

Our other expense for the three months ended September 30, 2025 and 2024 was $4.1 million and $0.6 million, respectively. Our other expense for the nine-month periods ended September 30, 2025 and 2024 was $10.6 million and $2.3 million, respectively. The increase in other expense for the three and nine-month periods ended September 30, 2025 compared to the corresponding periods of 2024 were primarily related to decreased interest income associated with reduced cash and cash equivalent balances, partially offset by a decrease in interest expense as a result of having no outstanding amounts due under our Amended Fourth A&R Credit Agreement for the three and nine-month periods ended September 30, 2025.

Effective Tax Rate

Our provision for income taxes for the three-month periods ended September 30, 2025 and 2024 was a tax expense of $10.8 million and $8.2 million, respectively, which resulted in an effective tax rate of 28.0% and 22.4%, respectively. Our provision for income taxes for the nine-month periods ended September 30, 2025 and 2024 was a tax expense of $29.4 million and $24.4 million, respectively, which resulted in an effective tax rate of 24.5% and 20.9%, respectively. The increase in the effective income tax rate for the three and nine-month periods ended September 30, 2025, when compared to the prior-year period, was primarily due to decreased benefit from discrete items such as share-based compensation and contingent liabilities and increased permanent tax differences in various jurisdictions and items related to the budget reconciliation package enacted during the period and retroactive to the beginning of the year. The increase in the income tax expense for the three and nine-month periods ended September 30, 2025, when compared to the prior-year periods, was primarily due to increased pre-tax book income and the rate differences noted above.

Net Income

Our net income for the three-month periods ended September 30, 2025 and 2024 was $27.8 million and $28.4 million, respectively. The decrease in our net income for the three-month period ended September 30, 2025 was the result of several principal factors, including increased SG&A and R&D expenses, other expenses, and income tax expense, partially offset by increased sales and gross margin.

Our net income for the nine-month periods ended September 30, 2025 and 2024 was $90.5 million and $92.4 million, respectively. The decrease in our net income for the nine-month period ended September 30, 2025 was the result of several principal factors, including increased SG&A and R&D expenses, contingent consideration expense, other expenses, and income tax expense, partially offset by increased sales and gross margin.

​

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Table of Contents

LIQUIDITY AND CAPITAL RESOURCES

Capital Commitments, Contractual Obligations and Cash Flows

As of September 30, 2025 and December 31, 2024, our current assets exceeded current liabilities by $755.1 million and $707.4 million, respectively, and we had cash, cash equivalents and restricted cash of $394.6 million and $378.8 million, respectively, of which $72.5 million and $50.6 million, respectively, were held by foreign subsidiaries. We currently believe future repatriation of cash and other property held by our foreign subsidiaries will generally not be subject to U.S. federal income tax. As a result, we are not permanently reinvested with respect to our historic unremitted foreign earnings. In addition, cash held by our subsidiary in China is subject to local laws and regulations that require government approval for the transfer of such funds to entities located outside of China. As of September 30, 2025, and December 31, 2024, we had cash, cash equivalents and restricted cash of $25.8 million and $18.1 million, respectively, within our subsidiary in China.

Cash flows provided by operating activities. We generated cash from operating activities of $198.9 million and $152.1 million during the nine-month periods ended September 30, 2025 and 2024, respectively. Significant factors affecting operating cash flows during these periods included:

● Net income was $90.5 million and $92.4 million for the nine-month periods ended September 30, 2025 and 2024, respectively.

● Depreciation and amortization was approximately $91.6 million and $74.1 million for the nine-month periods ended September 30, 2025 and 2024, respectively. The increase in depreciation and amortization for the nine-month period ended September 30, 2025 was primarily associated with the amortization of developed technology and other intangible assets acquired from EGS and Cook, and in connection with the Biolife Merger.

● Stock-based compensation expense was $33.6 million and $19.0 million for the nine-month periods ended September 30, 2025 and 2024, respectively. The increase in stock-based compensation expense during 2025 is primarily associated with the increase in the Company’s stock price and grants of restricted stock units.

● Cash used for inventories was approximately $15.1 million and $2.8 million for the nine-month periods ended September 30, 2025 and 2024, respectively. The increase in inventories during 2025 was principally associated with our strategy to proactively invest in our inventory balances to encourage high customer service levels, as well as to build bridge inventory for production line transfers and increases in safety stock due to vendor supply delays.

● Cash provided by (used for) trade payables was $3.4 million and $(6.5) million for the nine-month periods ended September 30, 2025 and 2024, respectively, due primarily to the timing of payments.

Cash flows used in investing activities. We used cash in investing activities of $197.1 million and $154.2 million for the nine-month periods ended September 30, 2025 and 2024, respectively. We used cash for capital expenditures of property and equipment of $57.3 million and $31.7 million in the nine-month periods ended September 30, 2025 and 2024, respectively. Capital expenditures in each period were primarily related to investments in property and equipment to support development and production of our products, and in 2025 includes costs for the construction of a new distribution facility in South Jordan, Utah. Historically, we have incurred significant expenses in connection with facility construction, production automation, product development and the introduction of new products. We anticipate that we will spend approximately $90 to $100 million in 2025 for property and equipment.

Cash outflows for the acquisition of equity investments and issuance of notes receivable were $14.9 million and $10.2 million for the nine-month periods ended September 30, 2025 and 2024, respectively. Cash outflows invested in acquisitions were $122.8 million for the nine-month period ended September 30, 2025 and were primarily related to the Biolife Merger in May 2025. Cash outflows invested in acquisitions were $110.2 million for the nine-month period ended September 30, 2024 and were primarily related to the EGS Acquisition in July 2024 and the initial payment for the acquisition of assets from SSI and a deferred payment for the acquisition of assets from Restore Endosystems.

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Table of Contents

Cash flows provided by (used in) financing activities. Cash provided by (used in) financing activities for the nine-month periods ended September 30, 2025 and 2024 was $10.9 million and $(62.4) million, respectively. For the nine-month period ended September 30, 2024, we had cash used in financing activities primarily attributable to repayment of net borrowings under our Amended Fourth A&R Credit Agreement in an aggregate amount of $76.1 million. We had cash proceeds from the issuance of Common Stock of $13.6 million and $13.8 million, net of taxes paid in exchange for common stock, for the nine-month periods ended September 30, 2025 and 2024, respectively, related to the exercise of non-qualified stock options.

As of September 30, 2025, we had outstanding borrowings of $747.5 million and had issued letter of credit guarantees of $3.0 million, with additional available borrowings of approximately $697 million under the Amended Fourth A&R Credit Agreement, based on the maximum net leverage ratio and the aggregate revolving credit commitment pursuant to the Amended Fourth A&R Credit Agreement. Our interest rate as of September 30, 2025 and December 31, 2024 was a fixed rate of 3.0% on our Convertible Notes.

We currently believe that our existing cash balances, anticipated future cash flows from operations and borrowings under our long-term debt agreements will be adequate to fund our current and currently planned future operations for the next twelve months and the foreseeable future. In the event we pursue and complete significant transactions or acquisitions in the future, additional funds may be required to meet our strategic needs, which may require us to raise additional funds in the debt or equity markets.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial results are affected by the selection and application of accounting policies and methods. In the nine-month period ended September 30, 2025 there were no changes to the application of critical accounting policies previously disclosed in Part II, Item 7 of our 2024 Annual Report on Form 10-K.

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​

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This report 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 (the “Exchange Act”). Forward-looking statements include, among others:

• statements preceded or followed by, or that include the words, “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “intends,” “seeks,” “believes,” “estimates,” “projects,” “forecasts,” “potential,” “target,” “continue,” “upcoming,” “optimistic” or other forms of these words or similar words or expressions, or the negative thereof or other comparable terminology;

• statements that address our future operating performance or events or developments that we expect or anticipate will occur, including, without limitation, any statements regarding our projected earnings, revenues or other financial measures, our plans and objectives for future operations, our proposed new products or services, the integration, development or commercialization of the business or any assets acquired from other parties, future economic conditions or performance, the implementation of, and results which may be achieved through, Merit’s Continued Growth Initiatives Program or other business optimization initiatives, and any statements of assumptions underlying any of the foregoing; and

• statements regarding our past performance, efforts, or results about which inferences or assumptions may be made, including statements proceeded or followed by the words "preliminary," "initial," "potential," "possible," "diligence," "industry-leading," "compliant," "indications," or "early feedback" or other forms of these words or similar words or expressions, or the negative thereof or other comparable terminology.

The forward-looking statements contained in this report are based on our management’s current expectations and assumptions regarding future events or outcomes. If underlying expectations or assumptions prove inaccurate, or risks or uncertainties materialize, actual results will likely differ, and could differ materially, from our expectations reflected in any forward-looking statements. Financial estimates are subject to change and are not intended to be relied upon as predictions of future operating results. Investors are cautioned not to unduly rely on any such forward-looking statements.

The following are some of the important risks and uncertainties that could cause Merit’s actual results to differ from management’s expectations in any forward-looking statements: risks and uncertainties associated with consequences of Merit’s executive succession planning activities and leadership transition; risks and uncertainties regarding trade policies or related actions implemented by the U.S. or other countries, including existing, proposed or prospective tariffs, duties or other measures; risks and uncertainties associated with Merit’s proposed acquisition of the C2 CryoBalloon device and related assets from Pentax of America, Inc., the possibility that Merit may not complete the proposed acquisition and, if the acquisition is completed, Merit’s integration of the acquired products and Merit’s ability to achieve projected financial results, product development and other projected benefits of the proposed acquisition; risks and uncertainties associated with Merit’s integration of the Biolife business and operations and its ability to achieve financial results, product development and other anticipated benefits of such acquisition; risks and uncertainties associated with Merit’s integration of products acquired in the Cook Transaction and Merit’s ability to achieve anticipated financial results, product development and other anticipated benefits of such acquisition; effects of the Convertible Notes on Merit’s net income and earnings per share performance; disruptions in Merit’s supply chain, manufacturing or sterilization processes; U.S. and global political, economic, competitive, reimbursement and regulatory conditions, including the ongoing “shutdown” of the United States government; modification or limitation of, or policies and procedures associated with, governmental or private insurance reimbursement policies; reduced availability of, and price increases associated with, components and other raw materials; increases in transportation expenses; risks relating to Merit’s potential inability to successfully manage growth through acquisitions generally, including the inability to effectively integrate acquired operations or products or commercialize technology developed internally or acquired through completed, proposed or future transactions; fluctuations in interest or foreign currency exchange rates and inflation; cybersecurity events; government scrutiny and regulation of the medical device industry; difficulties relating to development, testing and regulatory approval, clearance and maintenance of Merit’s products; the safety, efficacy and patient and physician adoption of Merit’s products; the ability to fully enroll and the outcomes of ongoing and future clinical trials and market studies relating to Merit’s products; litigation and other judicial proceedings affecting Merit; consequences associated with a Corporate Integrity Agreement

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executed between Merit and the U.S. Department of Justice; failure to comply with U.S. and foreign laws and regulations; restrictions on Merit’s liquidity or business operations resulting from its debt agreements; infringement of Merit’s technology or the assertion that Merit’s technology infringes the rights of other parties; product recalls and product liability claims; potential for significant adverse changes in governing regulations; changes in tax laws and regulations in the United States or other jurisdictions or exposure to additional tax liabilities which may adversely affect Merit’s effective tax rate; termination of relationships with Merit’s suppliers, or failure of such suppliers to perform; development of new products and technology that could render Merit’s existing or future products obsolete; market acceptance of new products; failure to comply with applicable environmental laws; changes in key personnel; labor shortages and increases in labor costs; price and product competition; extreme weather events; and geopolitical events. For a further discussion of the risks and uncertainties and other factors affecting our business, see Part I, Item 1A. “Risk Factors” in our 2024 Annual Report on Form 10-K filed with the SEC, which we (i) updated in Part II, Item 1A. “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, (ii) updated in Part II, Item 1A. “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, and (iii) updated in Part II, Item 1A. “Risk Factors” in this report.

All subsequent forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. All forward-looking statements included in this report are made as of the date hereof and are based on information available to us as of such date. We assume no obligation to update any forward-looking statement. If we do update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections.

NOTICE REGARDING TRADEMARKS

This report includes trademarks, tradenames and service marks that are our property or the property of others. Solely for convenience, such trademarks and tradenames sometimes appear without any “™” or “®” symbol. However, failure to include such symbols is not intended to suggest, in any way, that we will not assert our rights or the rights of any applicable licensor, to these trademarks and tradenames.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and qualitative disclosures about currency exchange rate risk and interest rate risk are included in Part II, Item 7A "Quantitative and Qualitative Disclosures About Market Risk" in the 2024 Annual Report on Form 10-K. In the nine-month period ended September 30, 2025, there were no material changes from the information provided therein.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate disclosure controls and procedures for our company. Consequently, our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of September 30, 2025. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

Except as set forth below, during the nine-month period ended September 30, 2025, there were no changes in our internal control over financial reporting that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934).

On May 20, 2025, we completed the Biolife Merger. We are currently integrating the policies, processes, employees, technology and operations of Biolife. Management does not currently expect a material change to our internal controls over financial reporting as we fully integrate Biolife. Management will continue to evaluate our internal control over financial reporting as we execute acquisition integration activities.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 10, Commitments and Contingencies set forth in the notes to our consolidated financial statements included in Part I, Item 1 of this report.

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ITEM 1A. RISK FACTORS

In addition to other information set forth in this report, readers should carefully consider the factors discussed in Part I, Item 1A. "Risk Factors" of our 2024 Annual Report on Form 10-K, as updated and supplemented below and in our Quarterly Reports on Form 10-Q for each of the quarters ended March 31, 2025 and June 30, 2025, which we filed with the SEC. Any of the risk factors disclosed in our reports could materially affect our business, financial condition or future results. The risks described here and in our 2024 Annual Report on Form 10-K, as updated and supplemented, are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results. The discussion of the risk factors below updates the corresponding disclosure under the same heading in the 2024 Annual Report on Form 10-K and may contain material changes to the corresponding risk factor discussion in our 2024 Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q for each of the quarters ended March 31, 2025 and June 30, 2025.

If we are unable to effectively execute our leadership succession plans and attract, develop and retain key employees, our business and results of operations could be harmed.

Effective succession planning is critical to our long-term success. Failure to ensure the transfer of knowledge and smooth transitions involving executives and other key employees could hinder our strategic planning and execution. Changes in our management team may be disruptive to our business, and any failure to successfully integrate key new hires or promote employees could adversely affect our operations.

As we previously announced, effective October 3, 2025, (i) Fred Lampropoulos resigned as Chief Executive Officer and President of Merit and transitioned his employment to the role of Executive Chairman and (ii) Merit’s Board of Directors appointed Martha G. Aronson as a Director and as Merit’s new Chief Executive Officer and President. We expect Mr. Lampropoulos to serve as Executive Chairman until January 3, 2026, and to continue to serve as a director and Chairman of the Board thereafter. While we seek to manage this leadership transition carefully, changes in leadership are inherently difficult and may negatively impact relationships with key customers, suppliers, investors and employees, cause operational or administrative inefficiencies or disruptions, distract from the achievement of our strategic business objectives, harm our workplace culture, result in loss of institutional knowledge, cause additional volatility in our stock price, or other adverse consequences resulting from the anticipated transition, the occurrence of any of which could have a materially adverse effect on our business.

We do not maintain key man life insurance on Mr. Lampropoulos or Ms. Aronson. The loss of Mr. Lampropoulos, Ms. Aronson, or of certain other key management personnel, could have a materially adverse effect on our business, operations and financial condition.

Our ability to compete effectively depends on our ability to attract, develop and retain executives and key employees. The market for experienced and talented employees, particularly for persons with certain technical competencies, is highly competitive. Inflationary pressures, labor demand and shortages and other macroeconomic factors have increased and could further increase the cost of labor, particularly in Mexico, and could harm our ability to recruit, hire and retain talented employees. Further, if we are unable to maintain (i) competitive and equitable compensation and benefit programs, including incentive programs which reward financial and operational performance, and (ii) an inclusive work culture that aligns our workforce with our mission and values, our ability to recruit, hire, develop, engage, motivate and retain talented and experienced employees could be negatively affected, which could adversely impact our operating results and financial condition.

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ITEM 5. OTHER INFORMATION

None of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K, during the three-month period ended September 30, 2025.

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ITEM 6. EXHIBITS

Exhibit No.		Description
3.1	​	Second Amended and Restated Articles of Incorporation.*
3.2	​	Fourth Amended and Restated Bylaws.*
10.1	​	Chief Executive Officer Employment Agreement, dated October 3, 2025, by and between Merit Medical Systems, Inc. and Martha G. Aronson.†
10.2	​	Performance Stock Unit Award Agreement (Three Year Performance Period), dated October 3, 2025, by and between Merit Medical Systems, Inc. and Martha G. Aronson.†
10.3	​	Restricted Stock Unit Award Agreement, dated October 3, 2025, by and between Merit Medical Systems, Inc. and Martha G. Aronson.†
10.4	​	CEO Transition Agreement, dated October 3, 2025, by and between Merit Medical Systems, Inc. and Fred P. Lampropoulos.†
10.5	​	Employment Agreement, dated September 1, 2025, by and between Merit Medical Systems, Inc. and Christian Adam Smith.†
10.6	​	Indemnification Agreement, dated September 1, 2025, by and between Merit Medical Systems, Inc. and Christian Adam Smith.†
31.1	​	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	​	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	​	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	​	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	​	The following financial information from the quarterly report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) related Condensed Notes to the Unaudited Consolidated Financial Statements, tagged in detail.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

* These exhibits are incorporated herein by reference.

† Indicates management contract or compensatory plan or arrangement.

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SIGNATURES

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, thereunto duly authorized.

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​	MERIT MEDICAL SYSTEMS, INC.
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Date: October 30, 2025	By:	/s/ MARTHA G. ARONSON
​	​	Martha G. Aronson
​	​	Chief Executive Officer and President
​	​	​	​
Date: October 30, 2025	By:	/s/ RAUL PARRA
​	​	Raul Parra
​	​	Chief Financial Officer and Treasurer
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FAQ

How did MMSI’s Q3 2025 revenue compare year over year?

Net sales were $384,157,000, up from $339,845,000 in Q3 2024.

What was MMSI’s Q3 2025 diluted EPS?

Diluted EPS was $0.46, versus $0.48 a year ago.

Which segments drove Q3 2025 results for MMSI?

Cardiovascular delivered $366,425,000 and Endoscopy delivered $17,732,000 in quarterly sales.

What is MMSI’s liquidity and debt position?

Cash was $392,457,000; long‑term debt was $732,916,000 (convertible notes). About $697,000,000 remained available on the revolver.

How much operating cash flow did MMSI generate year to date?

Net cash provided by operating activities was $198,861,000 for the nine months ended September 30, 2025.

What did the Biolife acquisition contribute?

Upfront consideration was $120,000,000 plus $7,200,000 adjustments; Biolife products generated about $6,600,000 in net sales since closing.

What was MMSI’s Q3 2025 effective tax rate?

The effective tax rate was 28.0%, reflecting legislative changes enacted during the period.