Utah Medical Products completes $24.6M tender offer

After the repurchase, UTMD reported 2,849,041 shares outstanding, including employee option shares exercised in October.

Available on EDGAR 10/29/2026 - 02:18 PM EDT Accepted by SEC EDGAR 10/29/2026 - 01:58 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Utah Medical Products, Inc. (UTMD) completed its issuer tender offer, purchasing 327,740 shares at $75.00 per share for $24,580,500. The offer was for up to 650,000 shares, or such lesser number as were validly tendered and not withdrawn, and expired October 27, 2026.

The company reported an effective cost of $75.35 per share and 2,849,041 shares outstanding as of October 29, 2026, including 1,775 employee option shares exercised in October. Administration and information-agent fees were $107,720, SEC filing fees were $6,732, and a 1% federal excise tax will be levied on share repurchases.

Key Figures

Shares purchased: 327,740 shares Purchase price: $75.00 per share Total purchase price: $24,580,500 +5 more

8 metrics

Shares purchased 327,740 shares Completed issuer tender offer

Purchase price $75.00 per share Price paid to stockholders

Total purchase price $24,580,500 For shares purchased in the tender offer

Offer maximum 650,000 shares The offer was for up to this number of shares

Effective cost $75.35 per share Reported effective cost of the tender offer

Shares outstanding 2,849,041 shares As of October 29, 2026; includes 1,775 employee option shares exercised in October

Stated fees $107,720 administration and information-agent fees; $6,732 SEC filing fees Tender-offer related fees

Excise tax 1% Federal excise tax on share repurchases

Key Terms

issuer tender offer, Letter of Transmittal, excise tax

3 terms

issuer tender offer regulatory

"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.

Letter of Transmittal regulatory

"related Letter of Transmittal"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

excise tax regulatory

"1% excise tax on share repurchases"

An excise tax is a government charge levied on specific goods or activities—often applied per unit or as a percentage of price for items like fuel, tobacco, alcohol, or certain services—similar to a per-item toll added at the point of sale. It matters to investors because excise taxes raise costs for producers and consumers, can shrink profit margins or reduce demand, and therefore may affect a company’s revenues, pricing strategy and valuation.

FAQ

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

How many shares did UTMD purchase in its tender offer?

Utah Medical Products purchased 327,740 shares at $75.00 per share, for a reported total of $24,580,500. The offer was for up to 650,000 shares and expired October 27, 2026.

What was UTMD's effective cost per share for the tender offer?

The company reported an effective cost of $75.35 per share. The stated fees included $107,720 for the depositary and information agent and $6,732 in SEC filing fees.

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

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO-IA

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 Issuer)

Utah Medical Products, Inc. (Issuer)
------------------------------------
(Name of Filing Persons)

Common Stock, Par Value $.01 Per Share
--------------------------------------
(Title of Class of Securities)

917488108
------------------------------------
(Cusip Number of Class of Securities)

Kevin L. Cornwell, Chairman and CEO
Utah Medical Products, Inc.
7043 South 300 West
Midvale, Utah 84047
(801-566-1200)

(Name, address and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

[ ] 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 transaction 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: [x]

Introduction

This Tender Offer Amendment on Schedule TO-IA relates to the tender offer by Utah Medical Products, Inc., a Utah corporation ("UTMD" or the "Company"), to purchase 650,000 shares, or such lesser number of shares as are validly tendered and not withdrawn, of its Common Stock, par value $.01 per share, at a price of $75.00 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 24, 2026 the "Offer to  Purchase"), and in the related Letter of Transmittal which, as they may be amended from time to time, together constitute the "Offer".  This Schedule TO-IA is intended to satisfy the reporting requirements of Rule 13e-4(c)(1) of the Securities Exchange Act of 1934, as amended.

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AMENDMENT

The Offer expired on Tuesday October 27, 2026.  A total of 327,740 shares were purchased by the Company for $75.00/ share to stockholders.  A copy of the press release is attached.

Additional tender offer fees included $107,720 paid to the depositary and information agent for administration, and $6,732 to the SEC for filing.  The combined effective cost was $75.35/ share.  In addition, the federal government will collect a 1% excise tax on share repurchases under the so-called “Inflation Reduction Act of 2022”.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

UTAH MEDICAL PRODUCTS, INC.

By: /s/ KEVIN L. CORNWELL                              

Name:    Kevin L. Cornwell

Title:      Chairman and Chief Executive Officer

Date: October 29, 2026

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Utah Medical Products, Inc. Reports Results of Tender Offer

Contact:  Brian Koopman October 29, 2026 

   (801) 566-1200 

Salt Lake City, Utah – On September 24, Utah Medical Products, Inc. (Nasdaq: UTMD) offered to purchase up to 650,000 shares of its common stock at $75.00 per share. The issuer Tender Offer expired Tuesday October 27.  

In short, 327,740 shares were purchased for $24,580,500. Remaining UTMD shares outstanding at this date are 2,849,041 including 1,775 employee option shares exercised in October.   

In addition, $107,720 administration fees will be paid to the depositary and information agent, and $6,732 in filing fees to the SEC. The effective cost of the tender offer was 75.35/ share.  Another 1% excise tax will be levied by the federal government on share repurchases.  

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 a 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.

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