Utah Medical launches $75 self-tender for 650K shares

Rhea-AI Filing Summary

Utah Medical Products, Inc. (UTMD) announced an issuer self-tender offer to repurchase up to 650,000 shares of its common stock at a fixed price of $75.00 per share, representing approximately 20% of currently outstanding shares, if tendered and not withdrawn on or before October 7.

The offer is priced at a 17% premium to the average daily closing price over the last twelve months and a 21% premium to the two-year average; the highest intraday trading price in the last two years was $75.75. The offer is expected to commence on September 22, 2026, and expire fifteen business days thereafter, unless extended, with odd-lot holders (fewer than 100 shares tendering all shares) given priority and all other tenders subject to pro rata purchase if the offer is oversubscribed. The Board approved the offer but is making no recommendation, and the company indicates it will fund the repurchase from excess cash, stating the objective of enhancing the value of shares held by continuing stockholders via anti-dilution.

Positive

• UTMD launches an issuer tender offer to repurchase up to 650,000 shares (~20% of outstanding) at $75 per share, a 17–21% premium to recent average trading prices, which the company states is intended to enhance per-share value for continuing stockholders via anti-dilution.
• The tender offers stockholders—especially small “odd-lot” holders—an opportunity to sell shares at a premium price while avoiding brokerage commissions and odd-lot fees.

Negative

• Funding the tender offer from “excess cash” will reduce UTMD’s cash holdings as the company repurchases up to 650,000 shares at $75 per share.
• The Board and company explicitly make no recommendation on whether holders should tender, underscoring that investors must evaluate the trade-off between a premium cash sale and continued ownership themselves.

Filing Explained

The buyback remains proposed: 650,000 shares is not a firm maximum, and no minimum tender is required.

This filing is an issuer tender-offer communication, not the operative offer documents: the company says the solicitation will be made through materials it will send later. The repurchase is therefore proposed rather than completed, so the filing does not establish that any shares have been bought or cash paid.

The announcement describes up to 650,000 shares, approximately 20%, but reserves the right to purchase more; that figure is an initial stated amount, not a firm maximum. It also says the offer will not require a minimum number of shares to be tendered, so completion is not conditioned on reaching a specified participation level.

Key Figures

Tender offer price per share: $75.00 per share Maximum shares to be repurchased: 650,000 shares Portion of shares outstanding: Approximately 20% +5 more

8 metrics

Tender offer price per share $75.00 per share Fixed price for issuer self-tender offer

Maximum shares to be repurchased 650,000 shares Up to this amount if tendered and not withdrawn

Portion of shares outstanding Approximately 20% Maximum tender size relative to current shares outstanding

Premium to 12-month average price 17% Tender price premium over last 12 months’ average daily closing price

Premium to 2-year average price 21% Tender price premium over last two years’ average daily closing price

Highest intraday price in last two years $75.75 Peak intraday trading price for UTMD shares during the last two years

Tender offer commencement date September 22, 2026 Stated expected start of the tender offer period

Tender offer duration 15 business days Offer expires fifteen business days after commencement, unless extended

Key Terms

issuer tender offer, pro rata basis, odd lot fees, forward-looking statements, +1 more

5 terms

issuer tender offer regulatory

"x | issuer tender offer subject to Rule 13e-4."

An issuer tender offer is when a company offers to buy back its own shares directly from shareholders at a set price for a limited time, much like a store running a cash-for-items promotion. It matters to investors because it can raise the share price, change how much of the company each remaining shareholder owns, signal management’s view of the company’s value, and affect taxable events and liquidity for those who sell or hold.

pro rata basis financial

"then from all other shares tendered on a pro rata basis."

A "pro rata basis" means dividing or distributing something proportionally according to each person's share or interest. For example, if a group shares costs or profits, each person receives or pays a portion that reflects their contribution or ownership percentage. This method ensures fairness by allocating resources in line with individual stakes, which is important for investors to understand how gains, losses, or costs are fairly shared.

odd lot fees financial

"benefit of avoiding brokerage commissions and odd lot fees."

forward-looking statements regulatory

"the matters set forth in this press release are forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

safe harbor provisions regulatory

"and are subject to the safe harbor provisions of that Act."

Safe harbor provisions are rules or legal protections that shield companies or individuals from certain penalties or liabilities when they follow specific guidelines or procedures. They provide a sense of security, encouraging compliance and innovation by reducing the fear of legal repercussions if they act in good faith. For investors, these provisions help ensure that companies are transparent and accountable without the risk of unfair punishment for honest mistakes.

Offering Details

other

Offering

Offering Type other

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is UTMD (UTMD) offering in this self-tender?

UTMD plans an issuer tender offer to repurchase up to 650,000 shares of its common stock at a fixed price of $75.00 per share, representing approximately 20% of its currently outstanding shares, if tendered and not withdrawn by stockholders on or before October 7.

What premium does UTMD’s $75 tender price represent over recent trading for UTMD?

The $75 tender price is 17% higher than the average daily closing price of UTMD shares over the last twelve months and 21% higher than the average daily closing price over the last two years. The highest intraday trading price during the last two years was $75.75.

When will the UTMD self-tender (UTMD) start and end?

UTMD states the tender offer will commence on September 22, 2026, or as soon as possible thereafter, and will expire fifteen business days after commencement, unless extended. Stockholders are told shares must be tendered and not withdrawn on or before October 7.

How will oversubscription be handled in the UTMD (UTMD) tender offer?

If the UTMD offer is oversubscribed, the company will first purchase all shares tendered by stockholders owning fewer than 100 shares who tender all of their shares, then purchase from all other tendering stockholders on a pro rata basis. UTMD also reserves the right to buy more than 650,000 shares.

Is there a minimum tender condition in UTMD’s (UTMD) self-tender offer?

No. UTMD explicitly states that the tender offer will not be conditioned on any minimum number of shares being tendered. The Board has approved the offer but neither the company nor the Board is making any recommendation whether stockholders should tender.

How does UTMD (UTMD) plan to fund the share repurchase in the tender offer?

Chairman and CEO Kevin Cornwell states that UTMD “remains a healthy business with excess cash capable of providing the funds needed to repurchase shares,” indicating the tender will be funded from the company’s available cash resources rather than from stockholders or third-party financing.

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

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Available on EDGAR 09/17/2026 - 06:02 AM Accepted by SEC EDGAR 09/16/2026 - 06:22 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

Utah Medical Products, Inc.

(Name of Subject Company (Issuer))

Utah Medical Products, Inc.

(Names of Filing Persons (Issuer and Offeror))

Common Stock, $0.01 par value per share

(Title of Class of Securities)

917488108

(CUSIP Number of Class of Securities)

Kevin L. Cornwell

Chairman & CEO

Utah Medical Products, Inc.

7043 S 300 W

Midvale, UT 84047

Telephone: (801) 566-1200

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications on Behalf of Filing Persons)

x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

	¨	third-party tender offer subject to Rule 14d-1.
	x	issuer tender offer subject to Rule 13e-4.
	¨	going-private transaction subject to Rule 13e-3.
	¨	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

	¨	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
	¨	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

UTMD Announces Self-Tender for 20% of Its Shares

Contact:  Brian Koopman	September 15, 2026
(801) 566-1200

Salt Lake City, Utah - Utah Medical Products, Inc. (Nasdaq:UTMD) announces today that it intends to repurchase at a price of $75.00 per share up to 650,000 of its shares, if tendered and not withdrawn by stockholders on or before October 7, representing approximately 20% of its currently outstanding shares. The offering price is 17% higher than the average daily closing price of UTMD shares trading in the open market during the last twelve months, and 21% higher than the average daily closing price of UTMD shares trading during the last two years. The highest intraday trading price during the last two years was $75.75.

The tender offer will commence September 22, or as soon as possible thereafter, and will expire fifteen business days thereafter, unless extended by the Company.  If the offer is over-subscribed, shares will be purchased first from stockholders owning fewer than 100 shares and tendering all of such shares and then from all other shares tendered on a pro rata basis. The Company reserves the right to purchase more than 650,000 shares. The tender offer will not be conditioned on any minimum number of shares being tendered.

The Board of Directors of the Company has approved the tender offer but neither the Company nor the Board of Directors is making any recommendation to stockholders as to whether to tender or refrain from tendering their shares. Stockholders must make their own decisions whether or not to tender their shares and, if so, how many shares to tender.  

According to Chairman & CEO Kevin Cornwell, “UTMD remains a healthy business with excess cash capable of providing the funds needed to repurchase shares. The Company wishes to make an investment that by anti-dilution will substantially enhance the value of shares held by its continuing stockholders confident in UTMD’s future, by giving investors who are tired of the low share price an opportunity to sell shares at a premium over the current price.”  Selling stockholders will have the added benefit of avoiding brokerage commissions and odd lot fees.  

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of the Company’s common stock.  The solicitation of offers to buy the Company’s common stock will only be made pursuant to the offer to purchase and related materials that the Company will be sending out to its stockholders shortly.  Stockholders should carefully read the offer to purchase and related materials that the Company will be sending out because they contain important information, including various terms and conditions of the offer.  Stockholders can obtain the offer to purchase and related materials free at the SEC’s website at http://www.sec.gov, which site is also linked to UTMD’s website at http://www.utahmed.com, or from UTMD’s information agent, Computershare Trust Company, N.A., P.O. Box 43011, Providence, RI  02940-3011, Attn: Voluntary Corporate Actions, Telephone: (800) 522-6645.  Stockholders are urged to carefully read these materials prior to making any decision with respect to the offer.  

Safe Harbor Statement: Except for historical information contained herein, the matters set forth in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and are subject to the safe harbor provisions of that Act.  The forward-looking statements set forth involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement.  These risks and uncertainties, and assumptions regarding the Company’s future operations and performance, could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements will prove to be accurate.

Utah Medical Products, Inc., with particular interest in health care for women and their babies, develops, manufactures and markets a broad range of disposable and reusable specialty medical devices recognized by clinicians in over one hundred countries around the world as the standard for obtaining optimal long-term outcomes for their patients.  For more information about Utah Medical Products, Inc., visit UTMD’s website at www.utahmed.com.