[8-K] SURMODICS INC Reports Material Event

Rhea-AI Filing Summary

Surmodics (SRDX) reported a key legal development related to its pending acquisition by an affiliate of GTCR LLC. The U.S. District Court for the Northern District of Illinois denied a request by the FTC and certain state regulators for a preliminary injunction that would have prevented the parties from closing the merger.

The company furnished a press release as Exhibit 99.1. This ruling removes a major procedural barrier to closing, though completion of the merger still depends on remaining conditions described elsewhere by the company. The disclosure includes standard forward‑looking statement cautions.

Insights

M&A and Regulatory Process Analyst

Court denial lifts a key hurdle to the GTCR deal.

The ruling by the U.S. District Court for the Northern District of Illinois denied a preliminary injunction sought by the FTC and certain states. A preliminary injunction would have paused closing; its denial means the parties are not barred by that request from consummating the merger.

This does not represent final adjudication of antitrust merits, but it removes an immediate legal restraint. The company notes that completion of the merger remains subject to conditions referenced in its prior disclosures. Subsequent filings may provide updated closing mechanics or timing.

SURMODICS INC false 0000924717 0000924717 2025-11-10 2025-11-10

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): November 10, 2025

Surmodics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Minnesota		0-23837		41-1356149
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
9924 West 74th Street
Eden Prairie, Minnesota				55344
(Address of Principal Executive Offices)				(Zip Code)
Registrant’s Telephone Number, Including Area Code: 952 500-7000

(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, $0.05 par value		SRDX		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 7.01 Regulation FD Disclosure.

On November 10, 2025, Surmodics, Inc. (the “Company”) issued a press release commenting on a decision by the United States District Court for the Northern District of Illinois denying a request by the U.S. Federal Trade Commission and certain state regulators to issue a preliminary injunction that would have prevented the Company and GTCR LLC from consummating the proposed acquisition of the Company by an affiliate of GTCR LLC (the “Merger”).

A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.

Company Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Statements that are not historical or current facts, including statements regarding completion of the Merger, the Company’s belief that the Merger will position the Company to continue to deliver compelling benefits for physicians, patients and customers, when the pending Merger will be consummated, if at all, and its potential consequences, and conditions for consummation of the Merger, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including the factors identified under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, and updated in our subsequent reports filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them in light of new information or future events.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

Exhibit Number		Description
99.1		Press Release issued by Surmodics, Inc., dated November 10, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

						SURMODICS, INC.
Date: November 12, 2025				By:		/s/ Gordon S. Weber
						Senior Vice President of Legal, General Counsel and Secretary

FAQ

What did Surmodics (SRDX) announce regarding its merger with GTCR?

The company said a U.S. District Court denied a preliminary injunction sought by the FTC and certain states that would have prevented closing the proposed GTCR acquisition.

Which court issued the ruling mentioned by Surmodics (SRDX)?

The United States District Court for the Northern District of Illinois denied the preliminary injunction request.

Does the court’s denial mean the Surmodics–GTCR merger is completed?

No. The ruling removes a requested restraint on closing, but the merger still depends on remaining conditions described by the company.

Did Surmodics (SRDX) provide a press release with more details?

Yes. The company furnished a press release as Exhibit 99.1 to the report.

What caution did Surmodics (SRDX) include about the merger statements?

The disclosure contains forward‑looking statements and cautions that actual results could differ due to risks noted in its SEC filings.