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Merit Medical (NASDAQ: MMSI) drops COO role, hires EVP with change-of-control severance

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Merit Medical Systems, Inc. (MMSI) reported a leadership transition in its global operations organization and related executive employment terms. On August 14, 2026, Merit eliminated the Chief Operating Officer role, changing Neil W. Peterson’s title to Senior Advisor; he has given notice to resign as an employee effective March 5, 2027.

Effective August 31, 2026, Merit appointed Sheri Lewis as Executive Vice President of Global Operations. Her employment agreement provides a $600,000 annual base salary, a $400,000 signing bonus, and eligibility for an annual bonus starting in fiscal 2026 with a 60% of base salary target (pro-rated for 2026) and a 200% of base salary maximum, plus participation in the 2026 Equity Incentive Plan.

If Lewis is terminated without cause or resigns for good reason (outside a change of control), she is entitled to Accrued Obligations and a lump sum equal to the greater of one year of base salary or a formula based on her three-week salary rate multiplied by completed years of service (capped at 26 years), along with pro-rated performance stock units. If such a termination occurs in connection with a change of control, she instead receives Accrued Obligations and a lump sum equal to 2x the sum of her then-current base salary and the average of her bonuses for the prior three full fiscal years, plus vesting of target performance stock units.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Annual base salary $600,000 per year Base salary for Sheri Lewis under her employment agreement effective August 31, 2026
Signing bonus $400,000 One-time signing bonus for Sheri Lewis
Annual bonus target 60% of base salary Target bonus participation for Sheri Lewis starting in fiscal 2026, pro-rated for 2026
Annual bonus maximum 200% of base salary Maximum annual bonus opportunity for Sheri Lewis
Service cap for severance formula 26 years Maximum number of completed years of service used in non-change-of-control severance calculation
Change of control cash multiple 2x Multiple of base salary plus average bonus payable upon qualifying termination in connection with a change of control
Employees worldwide Approximately 7,500 Size of Merit’s global workforce
Sales and clinical team More than 800 individuals Domestic and international sales force and clinical support team
good reason regulatory
"Mr. Peterson provided Merit with written notice of his resignation for good reason"
change of control financial
"If her employment is terminated by the Company without cause or by Ms. Lewis for good reason in connection with a change of control"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
performance stock unit financial
"under performance stock unit award agreements had she remained in continuous service"
A performance stock unit is a type of reward companies give to employees, usually managers, that depends on how well the company performs over time. If the company hits specific goals, the employee earns shares of stock, like earning a prize for reaching certain levels in a game. It motivates employees to work hard because their rewards are tied to the company's success.
Accrued Obligations financial
"a lump sum cash payment equal to her annual bonus earned ... (the “Accrued Obligations”)"
Equity Incentive Plan financial
"Ms. Lewis will participate in Merit’s 2026 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

FAQ

What executive leadership changes did MMSI announce in this Form 8-K?

Merit Medical Systems, Inc. announced that the Chief Operating Officer role was eliminated, Neil W. Peterson became Senior Advisor, and Sheri Lewis agreed to join as Executive Vice President of Global Operations effective August 31, 2026.

When will Neil W. Peterson leave Merit Medical Systems (MMSI)?

Neil W. Peterson provided written notice of resignation for good reason, with his employment at Merit Medical Systems ending on March 5, 2027, after serving as Senior Advisor to support the transition.

What are Sheri Lewis’s compensation terms at MMSI?

Sheri Lewis’s employment agreement provides a $600,000 annual base salary, a $400,000 signing bonus, and eligibility for an annual bonus starting in fiscal 2026 with a 60% of base salary target and a 200% of base salary maximum.

What severance can Sheri Lewis receive from MMSI outside a change of control?

If terminated without cause or she resigns for good reason (not in connection with a change of control), Sheri Lewis is entitled to Accrued Obligations and a lump sum equal to the greater of one year of base salary or her three-week salary rate multiplied by completed years of service, capped at 26 years.

How does a change of control affect Sheri Lewis’s severance at MMSI?

If Sheri Lewis is terminated without cause or resigns for good reason in connection with a change of control, Merit must pay Accrued Obligations and a lump sum equal to 2x the sum of her then-current annual base salary and the average of her last three full fiscal-year bonuses, plus target performance stock unit shares.

How large is Merit Medical Systems (MMSI)’s workforce mentioned in the disclosure?

Merit states that it employs approximately 7,500 people worldwide, supported by a domestic and international sales force and clinical support team totaling more than 800 individuals.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
0000856982false00008569822026-08-142026-08-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 14, 2026

Graphic

Merit Medical Systems, Inc.

(Exact name of registrant as specified in its charter)

Utah

  ​ ​ ​

0-18592

  ​ ​ ​

87-0447695

(State or other jurisdiction of

(Commission

(I.R.S. Employer

incorporation or organization)

File Number)

Identification No.)

1600 West Merit Parkway

  ​ ​ ​

South Jordan, Utah

84095

(Address of principal executive offices)

(Zip Code)

(801) 253-1600

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

  ​ ​ ​

Trading Symbol(s)

  ​ ​ ​

Name of each exchange on which registered

Common Stock, no par value

MMSI

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company        

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On August 14, 2026, Merit Medical Systems, Inc. (“Merit”) reorganized portions of its global operations function. As a result of such reorganization, the position of Chief Operating Officer was eliminated, and Neil W. Peterson’s title was changed to Senior Advisor. On August 18, 2026, Mr. Peterson provided Merit with written notice of his resignation for good reason as an employee of the Company effective March 5, 2027.

(c) Effective August 31, 2026, Merit appointed Sheri Lewis as Merit’s Executive Vice President of Global Operations. Prior to her appointment with Merit, Ms. Lewis was employed from April 2024 as Chief Supply Chain and Operations Officer of Skin Health Systems. Ms. Lewis was employed as Executive Vice President, Global Supply Chain Operations, of Avantor Sciences from January 2021 until March 2024 and previously served in multiple operations, supply chain and distribution positions with Medtronic and Honeywell Inc. Ms. Lewis holds a Bachelor of Arts degree in Organizational Management from Concordia University, currently serves as a member of the Supply Chain Advisory Board at the University of Wisconsin and previously served as a member of the Supply Chain Advisory Board at the University of Minnesota. Ms. Lewis is 60 years old.

There is no arrangement or understanding between Ms. Lewis and any other person pursuant to which she was appointed as an officer of Merit, and she is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with the commencement of her employment, Ms. Lewis entered into an employment agreement with Merit effective as of August 31, 2026 (the “Employment Agreement”). The Employment Agreement provides for a base salary of $600,000 per year, a signing bonus of $400,000, and for Ms. Lewis to participate in Merit’s annual bonus program commencing in the 2026 fiscal year, with a target bonus of 60% of her base salary (pro-rated for the portion of 2026 during which she is employed by Merit) and a maximum of 200% of her base salary. Additionally, Ms. Lewis will participate in Merit’s 2026 Equity Incentive Plan, with eligibility for equity awards to be determined by the Compensation and Talent Committee of Merit’s Board of Directors.

Under the Employment Agreement, if Ms. Lewis’ employment is terminated for any reason, Merit would be obligated to pay her a lump sum cash payment equal to her accrued and unpaid base salary and any accrued vacation pay earned but not yet paid through the date of termination, plus a lump sum cash payment equal to her annual bonus earned for Merit’s last fiscal year ending immediately prior to her date of termination, to the extent not already paid (the “Accrued Obligations”). In addition to such Accrued Obligations, if her employment is terminated by Merit without cause or by Ms. Lewis for good reason, other than in connection with a change of control, Merit is obligated to pay to such her a lump sum equal to the greater of the following: (i) her annual base salary; or (ii) the product of (a) her applicable three-week salary rate multiplied by (b) the number of completed years of service (not to exceed 26 years) with the Company. In addition, Ms. Lewis would be entitled to receive a pro-rata portion of the number of shares of Common Stock that would have been received under performance stock unit award agreements had she remained in continuous service through the end of the applicable performance period.

If her employment is terminated by the Company without cause or by Ms. Lewis for good reason in connection with a change of control, Merit is obligated to pay her, in addition to the Accrued Obligations, a lump sum equal to two times the sum of (i) her annual base salary then in effect, and (ii) the average of her annual bonus for the last three full fiscal years ending prior to the change in control. In addition, Merit would be obligated to provide the total target performance stock unit shares under outstanding performance stock unit agreements, without regard to Merit’s performance or vesting requirements.

The foregoing summary of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

2

Item 7.01. Regulation FD Disclosure.

On August 19, 2026, Merit issued a press release entitled “Merit Medical Announces Global Operations Leadership Transition,” a copy of which is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

The information contained in Item 7.01 of this report (including the exhibits attached hereto) is furnished pursuant to General Instruction B.2. of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by Merit under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01.  Financial Statements and Exhibits.

(d)            Exhibits

EXHIBIT NUMBER

 

DESCRIPTION

10.1

Employment Agreement, effective as of August 31, 2026, between Merit Medical Systems, Inc. and Sheri L. Lewis

99.1

Press release dated August 19, 2026 and entitled “Merit Medical Announces Global Operations Leadership Transition”

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

† Indicates management contract or compensatory plan or arrangement.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MERIT MEDICAL SYSTEMS, INC.

Date: August 20, 2026

By:

/s/ Brian G. Lloyd

Brian G. Lloyd

Chief Legal Officer and Corporate Secretary

4

Graphic

Exhibit 99.1

Merit Medical Announces Global Operations Leadership Transition

SOUTH JORDAN, Utah, August 19, 2026 (GLOBE NEWSWIRE) – Merit Medical Systems, Inc. (NASDAQ: MMSI), a leading global manufacturer of healthcare technology, today announced that Sheri Lewis has agreed to join Merit as Executive Vice President of Global Operations, effective August 31, 2026.

Ms. Lewis brings three decades of experience across global operations, manufacturing, and supply chain management. She previously held senior roles at SkinHealth Systems, Inc., Avantor, Medtronic, and Honeywell, leading global manufacturing, distribution, logistics, supply chain, quality, regulatory, environmental health and safety, and operational excellence functions across large, complex organizations.

"Sheri is an accomplished operations executive with a strong record of leading complex organizations and building high-performing teams," said Martha G. Aronson, Merit’s President and Chief Executive Officer. "Her experience strengthening integrated business processes, ensuring product availability, and driving global operational excellence will be important as Merit continues to scale globally and execute its long-term growth strategy."

To support continuity, Mr. Peterson will move into the role of Senior Advisor, where he will help ensure a smooth transition through March 5, 2027. At that time, Mr. Peterson will complete his service to Merit after more than 32 years with the company.

Mr. Peterson has held leadership roles across Merit’s operations and engineering functions, most recently serving as Chief Operating Officer for the past four years. Throughout his career, he has strengthened product quality, improved on-time delivery, advanced operational efficiencies, and driven cost reductions. He also helped navigate supply chain constraints, raw material shortages, and the operational challenges of the COVID-19 pandemic. Mr. Peterson has consistently shown a deep commitment to supporting employees and their well-being.

"Neil has been a dedicated and respected leader at Merit. His operational discipline, commitment to execution, and deep knowledge of our manufacturing and supply chain network have contributed meaningfully to the company’s growth and performance," added Aronson. "We are grateful for his many contributions and for the important role he has played in strengthening our global operations."


ABOUT MERIT MEDICAL

Founded in 1987, Merit is engaged in the development, manufacture, and distribution of proprietary medical devices used in interventional, diagnostic, and therapeutic procedures, particularly in cardiology, radiology, oncology, critical care, and endoscopy. Merit serves customers worldwide with a domestic and international sales force and clinical support team totaling more than 800 individuals. Merit employs approximately 7,500 people worldwide.

CONTACTS

PR/Media Inquiries 
Sarah Comstock

Merit Medical 
+1-801-432-2864 | sarah.comstock@merit.com 

Investor Inquiries 
Mike Piccinino, CFA, IRC 

ICR Healthcare 
+1-443-213-0509 | mike.piccinino@icrhealthcare.com


Filing Exhibits & Attachments

5 documents