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Leadership changes at Merit Medical Systems (NASDAQ: MMSI) with new chair

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(Moderate)
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Form Type
8-K

Rhea-AI Filing Summary

Merit Medical Systems, Inc. reported that it has issued a press release with preliminary unaudited revenue for the quarter ended December 31, 2025 and outlined plans to report full fourth-quarter and full-year 2025 results along with fiscal 2026 guidance.

The company also disclosed significant board changes. Longtime leader Fred P. Lampropoulos resigned as a director and Chair of the Board effective January 4, 2026, after previously concluding his service as Executive Chair, President and Chief Executive Officer, citing personal reasons and with no disagreement related to management, the board, or financial reporting and controls. Merit entered into a three-month consulting agreement with him at $250,000 per month. Effective January 5, 2026, the board appointed former Lead Independent Director F. Ann Millner, Ed.D. as Chair and reduced the board size from eleven to ten members.

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Insights

Merit combines leadership transition, new board chair and preliminary revenue update.

Merit Medical Systems reports two main developments: preliminary unaudited revenue for the quarter ended December 31, 2025, and a leadership transition at the board level. The revenue data and a reconciliation of a non-GAAP financial measure are contained in the referenced press release, which also notes that figures may change after customary review and audit procedures.

On governance, founder and former CEO Fred P. Lampropoulos resigned as a director and Chair of the Board effective January 4, 2026, following his earlier departure as Executive Chair, President and CEO under a CEO Transition Agreement. The company states his resignation is for personal reasons and not due to any dispute regarding management, the board, or Merit’s financial reporting, internal controls, operations, policies, or business practices. He will remain involved via a three-month consulting agreement at $250,000 per month.

The board named former Lead Independent Director F. Ann Millner, Ed.D., as Chair effective January 5, 2026, and reduced its size from eleven to ten members. This maintains board continuity while formalizing independent leadership at the chair level. The ultimate impact will depend on future financial results when Merit releases its full fourth-quarter and full-year 2025 numbers and fiscal 2026 guidance, as referenced in the press release dated January 8, 2026.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (date of earliest event reported): January 4, 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 2.02.   Results of Operations and Financial Condition.

On January 8, 2026, Merit Medical Systems, Inc. (“Merit”) issued a press release announcing (i) its preliminary unaudited revenue earned for the quarter ended December 31, 2025, and (ii) its plans to report its fourth quarter and year ended 2025 financial results and issue its fiscal year 2026 guidance. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference. The preliminary unaudited revenue information presented in the press release is based upon Merit’s current expectations and may be adjusted as a result of, among other things, completion of customary financial review and audit procedures.

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

As further discussed in the attached press release, Fred P. Lampropoulos resigned as a director and Chair of Merit’s Board of Directors (the “Board”), effective January 4, 2026, citing personal reasons. This followed the conclusion of Mr. Lampropoulos’ employment as Executive Chair of the Board on January 3, 2026 pursuant to Merit’s CEO Transition Agreement, and his resignation as Merit’s President and Chief Executive Officer.

Mr. Lampropoulos’ resignation is not the result of a dispute or disagreement with Merit’s management or the Board , nor any matter related to Merit’s financial reporting, internal controls, operations, policies, or business practices.

On January 7, 2026, Merit entered into a consulting agreement with Mr. Lampropoulos pursuant to which Mr. Lampropoulos agreed to provide consulting services to Merit for a three-month period in exchange for consulting fees of $250,000 per month.

Following Mr. Lampropoulos’ resignation, the Board appointed F. Ann Millner, Ed.D., formerly Merit’s Lead Independent Director, as Chair of the Board, effective January 5, 2026. Also, effective January 5, 2026, the Board voted unanimously to reduce its size from eleven members to ten members

Item 7.01 Regulation FD Disclosure

The information contained in Item 2.02 and Item 7.01 of this Current Report on Form 8-K (including the exhibit 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.

In the press release attached as Exhibit 99.1 to this report, Merit makes reference to a financial measure that differs from that presented in accordance with U.S. generally accepted accounting principles (“non-GAAP measure”). Reconciliation of this non-GAAP measure to the comparable GAAP financial measure is included in the attached press release.

2

Item 9.01.  Financial Statements and Exhibits.

(d)            Exhibits

EXHIBIT NUMBER

 

DESCRIPTION

99.1

Press Release, dated January 8, 2026, entitled “Merit Medical Appoints F. Ann Millner as Chair of the Board and Announces Projected Preliminary Unaudited Revenue Results for the Fourth Quarter of 2025”.

104

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

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: January 8, 2026

By:

/s/ Brian G. Lloyd

Brian G. Lloyd

Chief Legal Officer and Corporate Secretary

4

FAQ

What did Merit Medical Systems (MMSI) disclose about its latest financial results?

Merit Medical Systems furnished a press release announcing preliminary unaudited revenue for the quarter ended December 31, 2025, and stated that these figures may be adjusted after completion of customary financial review and audit procedures.

When will Merit Medical Systems (MMSI) report full Q4 and 2025 results and 2026 guidance?

The company stated that it plans to report its fourth quarter and year ended 2025 financial results and to issue fiscal year 2026 guidance, with timing referenced in the press release dated January 8, 2026.

Why did Fred P. Lampropoulos resign from Merit Medical Systems board?

Fred P. Lampropoulos resigned as a director and Chair of the Board effective January 4, 2026, citing personal reasons. The company noted that his resignation was not the result of any dispute or disagreement with management or the board, nor related to financial reporting, internal controls, operations, policies, or business practices.

What consulting arrangement did Merit Medical Systems enter into with Fred P. Lampropoulos?

On January 7, 2026, Merit Medical Systems entered into a three-month consulting agreement with Fred P. Lampropoulos under which he will provide consulting services in exchange for $250,000 per month in consulting fees.

Who is the new Chair of the Board at Merit Medical Systems (MMSI)?

Effective January 5, 2026, the board appointed F. Ann Millner, Ed.D., formerly the Lead Independent Director, as Chair of the Board following the resignation of Fred P. Lampropoulos.

Did Merit Medical Systems change the size of its Board of Directors?

Yes. Effective January 5, 2026, the Board of Directors reduced its size from eleven members to ten members following the resignation of Fred P. Lampropoulos.

Does the resignation of Fred P. Lampropoulos involve issues with Merit Medicals financial reporting?

The company stated that his resignation is not related to any matter involving financial reporting, internal controls, operations, policies, or business practices, and is not due to a dispute or disagreement with management or the board.
Merit Med Sys Inc

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