10-Q - MMSI - Equibles

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number 0-18592

MERIT MEDICAL SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Utah		87-0447695
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

1600 West Merit Parkway , South Jordan , Utah **** 84095

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (801) 253-1600

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


Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, no par value	MMSI	NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒	Accelerated Filer ☐	Non-Accelerated Filer ☐	Smaller Reporting Company ☐	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.

Title or class		Shares outstanding as of October 28, 2025
Common Stock, no par value		59,290,248

Table of Contents

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION	<br><br><br><br>3

Item 1.	Financial Statements (Unaudited)	3

	Consolidated Balance Sheets	3

	Consolidated Statements of Income	5

	Consolidated Statements of Comprehensive Income	6

	Consolidated Statements of Stockholders’ Equity	7

	Consolidated Statements of Cash Flows	9

	Condensed Notes to Consolidated Financial Statements	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42

Item 4.	Controls and Procedures	43

PART II.	OTHER INFORMATION	44

Item 1.	Legal Proceedings	44

Item 1A.	Risk Factors	44

Item 5.	Other information	45

Item 6.	Exhibits	46

SIGNATURES		47

Table of Contents PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)


	****	September 30,		****	December 31,
ASSETS	****	2025		****	2024
			(unaudited)
Current assets:
Cash and cash equivalents		$	392,457		$	376,715
Trade receivables — net of allowance for credit losses — 2025 — $10,113 and 2024 — $9,729			210,292			190,243
Other receivables			19,062			16,588
Inventories			326,550			306,063
Prepaid expenses and other current assets			31,369			28,544
Prepaid income taxes			3,651			3,286
Income tax refund receivables			2,152			2,335
Total current assets			985,533			923,774

Property and equipment:
Land and land improvements			30,457			25,846
Buildings			198,563			192,296
Manufacturing equipment			357,135			340,864
Furniture and fixtures			64,115			61,321
Leasehold improvements			62,067			58,770
Construction-in-progress			83,417			58,673
Total property and equipment			795,754			737,770
Less accumulated depreciation			(377,750)			(351,605)
Property and equipment — net			418,004			386,165

Other assets:
Intangible assets:
Developed technology — net of accumulated amortization — 2025 — $433,630 and 2024 — $377,993			468,819			431,766
Other — net of accumulated amortization — 2025 — $93,600 and 2024 — $85,343			69,581			66,499
Goodwill			507,427			463,511
Deferred income tax assets			16,284			16,044
Right-of-use operating lease assets			88,496			65,508
Other assets			76,854			65,336
Total other assets			1,227,461			1,108,664

Total assets		$	2,630,998		$	2,418,603


See condensed notes to consolidated financial statements.	(continued)

Table of Contents MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)


	****	September 30,		****	December 31,
LIABILITIES AND STOCKHOLDERS’ EQUITY	****	2025		****	2024
			(unaudited)
Current liabilities:
Trade payables		$	64,746		$	68,502
Accrued expenses			147,377			134,077
Short-term operating lease liabilities			10,612			10,331
Income taxes payable			7,740			3,492
Total current liabilities			230,475			216,402

Long-term debt			732,916			729,551
Deferred income tax liabilities			26,707			240
Liabilities related to unrecognized tax benefits			2,169			2,118
Deferred compensation payable			17,083			19,197
Deferred credits			1,424			1,502
Long-term operating lease liabilities			77,624			54,783
Other long-term obligations			13,192			15,451
Total liabilities			1,101,590			1,039,244

Commitments and contingencies

Stockholders' equity:
Preferred stock — 5,000 shares authorized; no shares issued as of September 30, 2025 and December 31, 2024			—			—
Common stock, no par value — 100,000 shares authorized; issued and outstanding as of September 30, 2025 - 59,290 and December 31, 2024 - 58,743			747,103			703,219
Retained earnings			786,024			695,541
Accumulated other comprehensive loss			(3,719)			(19,401)
Total stockholders’ equity			1,529,408			1,379,359

Total liabilities and stockholders’ equity		$	2,630,998		$	2,418,603


See condensed notes to consolidated financial statements.	(concluded)

Table of Contents MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts - unaudited)


	****	Three Months Ended					****	Nine Months Ended
		September 30,						September 30,
	****	2025		****	2024		****	2025		****	2024
Net sales		$	384,157		$	339,845		$	1,121,970		$	1,001,356
Cost of sales			197,746			182,310			579,052			531,006
Gross profit			186,411			157,535			542,918			470,350

Operating expenses:
Selling, general and administrative			119,801			99,644			340,384			288,657
Research and development			23,966			20,527			70,811			62,272
Contingent consideration expense			32			103			1,198			292
Total operating expenses			143,799			120,274			412,393			351,221

Income from operations			42,612			37,261			130,525			119,129

Other income (expense):
Interest income			3,615			6,652			11,166			21,489
Interest expense			(6,754)			(7,501)			(20,097)			(23,226)
Other (expense) income — net			(933)			245			(1,717)			(544)
Total other expense — net			(4,072)			(604)			(10,648)			(2,281)

Income before income taxes			38,540			36,657			119,877			116,848

Income tax expense			10,785			8,213			29,394			24,438

Net income		$	27,755		$	28,444		$	90,483		$	92,410

Earnings per common share
Basic		$	0.47		$	0.49		$	1.53		$	1.59
Diluted		$	0.46		$	0.48		$	1.49		$	1.57

Weighted average shares outstanding
Basic			59,245			58,231			59,095			58,110
Diluted			59,919			59,537			60,604			58,948

See condensed notes to consolidated financial statements.

Table of Contents MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands - unaudited)


	****	Three Months Ended					****	Nine Months Ended
		September 30,						September 30,
	****	2025		****	2024		****	2025		****	2024
Net income		$	27,755		$	28,444		$	90,483		$	92,410
Other comprehensive income (loss):
Cash flow hedges			2,156			(6,585)			(1,893)			(5,324)
Income tax (expense) benefit			(509)			1,555			447			1,257
Foreign currency translation adjustment			(862)			7,153			18,192			2,061
Income tax benefit (expense)			558			(89)			(1,064)			(55)
Total other comprehensive income (loss)			1,343			2,034			15,682			(2,061)
Total comprehensive income		$	29,098		$	30,478		$	106,165		$	90,349

See condensed notes to consolidated financial statements.

Table of Contents MERIT MEDICAL SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands - unaudited)


		Common Stock					Retained			Accumulated Other
	****	Shares	****	Amount		****	Earnings		****	Comprehensive Loss		****	Total
Balance — January 1, 2025		58,743		$	703,219		$	695,541		$	(19,401)		$	1,379,359
Net income								30,147						30,147
Other comprehensive income											4,025			4,025
Stock-based compensation expense					7,885									7,885
Options exercised		281			14,610									14,610
Issuance of common stock under Employee Stock Purchase Plan		4			424									424
Shares issued from time-vested restricted stock units		130			—									—
Shares surrendered in exchange for payment of payroll tax liabilities		(62)			(6,145)									(6,145)
Shares surrendered in exchange for exercise of stock options		(18)			(1,882)									(1,882)
Balance — March 31, 2025		59,078			718,111			725,688			(15,376)			1,428,423
Net income								32,581						32,581
Other comprehensive income											10,314			10,314
Stock-based compensation expense					9,868									9,868
Options exercised		114			6,523									6,523
Issuance of common stock under Employee Stock Purchase Plan		4			339									339
Shares issued from time-vested restricted stock units		22			—									—
Balance — June 30, 2025		59,218			734,841			758,269			(5,062)			1,488,048
Net income								27,755						27,755
Other comprehensive income											1,343			1,343
Stock-based compensation expense					12,549									12,549
Options exercised		195			10,853									10,853
Issuance of common stock under Employee Stock Purchase Plan		4			293									293
Shares surrendered in exchange for payment of payroll tax liabilities		(27)			(2,452)									(2,452)
Shares surrendered in exchange for exercise of stock options		(100)			(8,981)									(8,981)
Balance — September 30, 2025		59,290		$	747,103		$	786,024		$	(3,719)		$	1,529,408


See condensed notes to consolidated financial statements.	(continued)

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MERIT MEDICAL SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands - unaudited)


		Common Stock					Retained			Accumulated Other
	****	Shares	****	Amount		****	Earnings		****	Comprehensive Loss		****	Total
Balance — January 1, 2024		57,858		$	638,150		$	575,184		$	(11,334)		$	1,202,000
Net income								28,240						28,240
Other comprehensive loss											(1,122)			(1,122)
Stock-based compensation expense					4,934									4,934
Options exercised		213			7,394									7,394
Issuance of common stock under Employee Stock Purchase Plan		5			336									336
Shares issued from time-vested restricted stock units		47			—									—
Shares surrendered in exchange for payment of payroll tax liabilities		(21)			(1,592)									(1,592)
Balance — March 31, 2024		58,102			649,222			603,424			(12,456)			1,240,190
Net income								35,726						35,726
Other comprehensive loss											(2,973)			(2,973)
Stock-based compensation expense					6,301									6,301
Options exercised		66			2,913									2,913
Issuance of common stock under Employee Stock Purchase Plan		4			288									288
Shares issued from time-vested restricted stock units		20			—									—
Balance — June 30, 2024		58,192			658,724			639,150			(15,429)			1,282,445
Net income								28,444						28,444
Other comprehensive income											2,034			2,034
Stock-based compensation expense					5,990									5,990
Options exercised		80			4,247									4,247
Issuance of common stock under Employee Stock Purchase Plan		2			246									246
Balance — September 30, 2024		58,274		$	669,207		$	667,594		$	(13,395)		$	1,323,406


See condensed notes to consolidated financial statements.	(concluded)<br><br>

Table of Contents MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands - unaudited)


		Nine Months Ended
		September 30,
	****	2025		****	2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	90,483		$	92,410
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			91,629			74,093
Gain on disposition of business			(249)			—
Loss on sale or abandonment of property and equipment			546			215
Write-off of certain intangible assets and other long-term assets			152			401
Amortization of right-of-use operating lease assets			8,693			9,043
Fair value adjustments related to contingent consideration liabilities			1,198			292
Amortization of deferred credits			(77)			(77)
Amortization and write-off of long-term debt issuance costs			4,242			4,431
Stock-based compensation expense			33,563			18,958
Changes in operating assets and liabilities, net of acquisitions:
Trade receivables			(13,656)			(9,540)
Other receivables			2,116			(4,670)
Inventories			(15,073)			(2,844)
Prepaid expenses and other current assets			(3,038)			(5,871)
Income tax refund receivables			(140)			(7,530)
Other assets			(1,829)			(3,860)
Trade payables			3,428			(6,489)
Accrued expenses			4,849			(614)
Income taxes payable			3,485			(2,246)
Deferred compensation payable			(2,114)			2,051
Operating lease liabilities			(8,578)			(9,056)
Other long-term obligations			(769)			2,958
Total adjustments			108,378			59,645
Net cash, cash equivalents, and restricted cash provided by operating activities			198,861			152,055

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for:
Property and equipment			(57,252)			(31,668)
Intangible assets			(2,327)			(2,138)
Proceeds from the sale of property and equipment			49			5
Proceeds from disposition of business			249			—
Cash paid for notes receivable and other investments			(14,936)			(10,223)
Cash paid in acquisitions, net of cash acquired			(122,834)			(110,182)
Net cash, cash equivalents, and restricted cash used in investing activities		$	(197,051)		$	(154,206)


See condensed notes to consolidated financial statements.	(continued)

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MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands - unaudited)


	****	Nine Months Ended
		September 30,
		2025		2024
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		$	22,179	$	15,424
Payments on long-term debt			—		(76,063)
Contingent payments related to acquisitions			(2,645)		(209)
Payment of taxes related to an exchange of common stock			(8,597)		(1,592)
Net cash, cash equivalents, and restricted cash provided by (used in) financing activities			10,937		(62,440)
Effect of exchange rates on cash, cash equivalents, and restricted cash			3,047		724
Net increase (decrease) in cash, cash equivalents and restricted cash			15,794		(63,867)

CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
Beginning of period			378,767		589,144
End of period		$	394,561	$	525,277

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents			392,457		523,128
Restricted cash reported in prepaid expenses and other current assets			2,104		2,149
Total cash, cash equivalents and restricted cash		$	394,561	$	525,277

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest (net of capitalized interest of $934 and $712, respectively)		$	25,890	$	20,977
Income taxes			23,323		33,054

SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Property and equipment purchases in accounts payable		$	5,022	$	8,907
Acquisition purchases in accrued expenses and other long-term obligations			4,772		4,894
Merit common stock surrendered (118 and 0 shares, respectively) in exchange for exercise of stock options			10,863		—
Right-of-use operating lease assets obtained in exchange for operating lease liabilities			30,757		9,191


See condensed notes to consolidated financial statements.	(concluded)

Table of Contents MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation and Other Items. The interim consolidated financial statements of Merit Medical Systems, Inc. ("Merit," "we" or "us") for the three and nine-month periods ended September 30, 2025 and 2024 are not audited. Our consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods and, consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America. In the opinion of our management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of our financial position, results of operations and cash flows for the periods presented in conformity with GAAP. The results of operations presented in these interim consolidated financial statements are not necessarily indicative of the results for a full-year period. Amounts presented in this report are rounded, while percentages and earnings per share amounts presented are calculated from the underlying amounts. These interim consolidated financial statements should be read in conjunction with the financial statements and risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report on Form 10-K”).

We elected to change the presentation of investments in privately held companies within the statements of cash flows to be included within Cash paid for notes receivable and other investments. Previously, amounts paid to acquire such investments were presented within Cash paid in acquisitions, net of cash acquired. The change in presentation had no material impact on previously reported financial information and comparative periods have been adjusted to reflect this change in presentation.

2. Recently Issued Accounting Standards. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to improve annual basis income tax disclosures related to (1) rate reconciliation, (2) income taxes paid, and (3) other disclosures related to pretax income (or loss) and income tax expense (or benefit) from continuing operations. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. These amendments are to be applied on a prospective basis. Retrospective application is permitted. We are currently evaluating the impact this standard will have on our consolidated financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires a public entity to disclose certain operating expenses disaggregated into categories, such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization on an annual and interim basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The provisions within the update may be applied retrospectively for all periods presented in the financial statements. While we are still evaluating the specific impacts and adoption method, we anticipate this guidance will have a significant impact on our consolidated financial statement disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which introduces a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets. The amendment is effective for interim and annual periods beginning after December 15, 2025, with early adoption permitted. This amendment is to be applied on a prospective basis. We are currently evaluating the impact of this amendment on our consolidated financial statements and related disclosures.

Table of Contents 3. Revenue from Contracts with Customers. We recognize revenue when a customer obtains control of promised goods. The amount of revenue recognized reflects the consideration we expect to receive in exchange for these goods. Our revenue recognition policies have not changed from those disclosed in Note 1 to our consolidated financial statements in Item 8 of the 2024 Annual Report on Form 10-K.

Disaggregation of Revenue

Our revenue is disaggregated based on reporting segment, product category and geographic region. We design, develop, manufacture and market medical products for interventional, diagnostic and therapeutic procedures. For financial reporting purposes, we report our operations in two operating segments: cardiovascular and endoscopy. Our cardiovascular segment consists of four product categories: peripheral intervention, cardiac intervention, custom procedural solutions, and original equipment manufacturer (“OEM”). Within these product categories, we sell a variety of products, including cardiology and radiology devices (which assist in diagnosing and treating coronary arterial disease, peripheral vascular disease and other non-vascular diseases), as well as embolotherapeutic, cardiac rhythm management, electrophysiology, critical care, breast cancer localization and guidance, biopsy, and interventional oncology and spine devices. Our endoscopy segment consists of gastroenterology and pulmonology devices which assist in the palliative treatment of expanding esophageal, tracheobronchial and biliary strictures.

The following tables present revenue from contracts with customers by reporting segment, product category and geographic region for the three and nine-month periods ended September 30, 2025 and 2024 (in thousands):


	Three Months Ended						Three Months Ended
	September 30, 2025						September 30, 2024*
	United States		International		Total		United States		International		Total
Cardiovascular
Peripheral Intervention	$	84,550	$	60,231	$	144,781	$	79,521	$	53,562	$	133,083
Cardiac Intervention		49,611		67,071		116,682		37,240		53,000		90,240
Custom Procedural Solutions		33,508		20,628		54,136		30,730		19,725		50,455
OEM		46,112		4,714		50,826		42,841		6,236		49,077
Total		213,781		152,644		366,425		190,332		132,523		322,855

Endoscopy
Endoscopy Devices		16,816		916		17,732		16,160		830		16,990

Total	$	230,597	$	153,560	$	384,157	$	206,492	$	133,353	$	339,845


	Nine Months Ended						Nine Months Ended
	September 30, 2025						September 30, 2024*
	United States		International		Total		United States		International		Total
Cardiovascular
Peripheral Intervention	$	248,694	$	176,213	$	424,907	$	231,952	$	165,583	$	397,535
Cardiac Intervention		137,110		194,564		331,674		109,407		164,316		273,723
Custom Procedural Solutions		95,446		60,266		155,712		90,438		58,672		149,110
OEM		140,072		16,798		156,870		120,232		23,444		143,676
Total		621,322		447,841		1,069,163		552,029		412,015		964,044

Endoscopy
Endoscopy Devices		49,921		2,886		52,807		35,221		2,091		37,312

Total	$	671,243	$	450,727	$	1,121,970	$	587,250	$	414,106	$	1,001,356

*Commencing January 1, 2025, we reorganized our sales teams and product categories to include revenues from the sale of our spine devices under our OEM product category. Revenue figures for 2024 have been recast to reflect this realignment of our portfolio of spine products, representing approximately $5.7 million and $16.7 million in revenue for the three and nine-month periods ended September 30, 2024, within the OEM product category to provide comparability between the reported periods.

Table of Contents

Acquisitions and Investments. On May 16, 2025, Merit entered into an Agreement and Plan of Merger (the “Biolife Agreement”) by and among, Merit, Biolife, L.L.C., a Florida limited liability company (“FL Biolife”), Biolife Transaction Sub, LLC, a Delaware limited liability company (“Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability company. Promptly following the execution of the Biolife Agreement, FL Biolife converted from a Florida limited liability company to a Delaware limited liability company called Biolife Delaware, L.L.C. (“Biolife”). Pursuant to the terms of the Biolife Agreement, on May 20, 2025, Merger Sub merged with and into Biolife, with Biolife continuing as the surviving corporation and a wholly-owned subsidiary of Merit (the “Biolife Merger”). The purchase consideration consisted of an upfront payment of $120 million plus working capital and other adjustments of $7.2 million in cash. Biolife manufactures unique patented hemostatic devices under the brand names StatSeal and WoundSeal. We accounted for the Biolife Merger as a business combination. Our net sales of Biolife products since the date of the Biolife Merger were approximately $6.6 million for the nine-month period ended September 30, 2025. It is not practical to separately report earnings related to the products acquired in connection with the Biolife Merger, as we cannot split our sales costs related solely to the Biolife products, principally because our sales representatives sell multiple products (including the Biolife products) in our cardiovascular business segment. Acquisition-related costs associated with the Biolife Merger, which are included in selling, general and administrative expenses in the accompanying consolidated statements of income, were approximately $1.9 million for the nine-month period ended September 30, 2025. The purchase price was allocated as follows (in thousands):


Assets Acquired
Cash and cash equivalents	$	7,380
Trade receivables		1,562
Inventories		1,748
Prepaid expenses and other current assets		172
Income tax refund receivables		169
Property and equipment		4,609
Intangible assets
Developed technology		90,500
Trademarks		3,700
Customer list		4,500
Goodwill		41,211
Total assets acquired		155,551

Liabilities Assumed
Trade payables		133
Accrued expenses		1,551
Deferred income tax liabilities		26,446
Liabilities related to unrecognized tax benefits		51
Other long-term obligations		139
Total liabilities assumed		28,320
Total assets acquired, net of liabilities assumed		127,231
Less: Cash acquired		(7,380)
Purchase price, net of cash acquired	$	119,851

We are amortizing the Biolife developed technology intangible assets over 12 years, the trademark intangible assets over 12 years, and the customer list intangible asset on an accelerated basis over 12 years. We have estimated the weighted average life of the intangible assets acquired in connection with the Biolife Merger to be 12 years. The goodwill consists largely of the synergies expected from combining operations and is not expected to be deductible for tax purposes. The pro forma effects to our consolidated results of operations of the Biolife Merger are not material in relation to reported sales. 13

Table of Contents On November 1, 2024, pursuant to the terms of the Asset Purchase Agreement (the “Cook Purchase Agreement”) dated September 18, 2024 between Merit and Cook Medical Holdings LLC (“Cook”), we acquired Cook’s lead management business, which is composed of a comprehensive end-to-end portfolio of medical devices and accessories used in lead management procedures for patients who need a pacemaker or an implantable cardioverter-defibrillator lead removed or replaced (the “Cook Transaction”). We acquired the portfolio for a purchase price of $210 million, plus the assumption of certain liabilities. We accounted for this transaction under the acquisition method of accounting as a business combination. Acquisition-related costs associated with the transaction, which were included in selling, general and administrative expenses in the consolidated statements of income included in the 2024 Annual Report on Form 10-K were approximately $5.4 million during the year ended December 31, 2024. The purchase price was allocated as follows (in thousands):


Assets Acquired
Intangible assets
Developed technology	$	126,100
Trademarks		7,100
Customer list		11,100
Goodwill		65,897
Total assets acquired		210,197

Liabilities Assumed
Accrued expenses		197
Total liabilities assumed		197

Total net assets acquired	$	210,000

We are amortizing the Cook developed technology intangible assets over ten years, the trademark intangible assets over 12 years, and the customer list intangible asset on an accelerated basis over 12 years. We have estimated the weighted average life of the intangible assets acquired from Cook to be 10.3 years. The goodwill consists largely of the synergies expected from combining operations and is expected to be deductible for income tax purposes. The pro forma effects on our consolidated results of operations of the Cook Transaction are not material in relation to reported sales and it was deemed impracticable to obtain information to determine earnings associated with the acquired product lines which represent only a small portion of the product lines of a large, consolidated company without standalone financial information. 14

Table of Contents On July 1, 2024, we entered into an Asset Purchase Agreement (the “EGS Purchase Agreement”) with EndoGastric Solutions, Inc. (“EGS”), pursuant to which we acquired the EsophyX® Z+ device and various assets related thereto (collectively, the “EGS Acquisition”), which are designed to deliver a durable, minimally invasive non-pharmacological treatment option for patients suffering from gastroesophageal reflux disease. We acquired the purchased assets identified under the EGS Purchase Agreement for a purchase price of $105 million. We accounted for the EGS Acquisition under the acquisition method of accounting as a business combination. The sales related to the EGS Acquisition have been included in our endoscopy segment since the acquisition date. Acquisition-related costs associated with the EGS Acquisition, which were included in selling, general and administrative expenses in the consolidated statements of income included in the 2024 Annual Report on Form 10-K were approximately $3.4 million during the year ended December 31, 2024. The purchase price was allocated as follows (in thousands):


Assets Acquired
Trade receivables	$	2,568
Inventories		3,553
Prepaid expenses and other current assets		99
Property and equipment		258
Intangible assets
Developed technology		72,800
Trademarks		5,400
Customer list		6,600
Goodwill		16,997
Total assets acquired		108,275

Liabilities Assumed
Trade payables		494
Accrued expenses		2,752
Total liabilities assumed		3,246

Total net assets acquired	$	105,029

We are amortizing the EGS developed technology intangible assets over ten years, the trademark intangible assets over 11 years, and the customer list intangible asset on an accelerated basis over 11 years. We have estimated the weighted average life of the intangible assets acquired from EGS to be 10.1 years. The goodwill consists largely of the synergies expected from combining operations and is expected to be deductible for income tax purposes. The pro forma effects to our consolidated results of operations of the EGS Acquisition are not material in relation to reported sales.

On March 8, 2024, we entered into an asset purchase agreement with Scholten Surgical Instruments, Inc. (“SSI”) to acquire the assets associated with the Bioptome, Novatome, and Sensatome devices. The total purchase price of the SSI assets included an up-front payment of $3 million, and three deferred payments, including (i) $1 million payable upon the earlier of (a) the first anniversary of the closing date or (b) the date on which Merit can independently manufacture the purchased devices (“Deferred Payment Date”), (ii) $1 million payable upon the first anniversary of the Deferred Payment Date, and (iii) $1 million payable upon the second anniversary of the Deferred Payment Date. We have accounted for this transaction as an asset purchase, and recorded the amount paid and deferred payments as a developed technology intangible asset, which we are amortizing over eight years.

5. Inventories. Inventories at September 30, 2025 and December 31, 2024 consisted of the following (in thousands):


	****	September 30, 2025		****	December 31, 2024
Finished goods		$	175,890		$	168,437
Work-in-process			37,185			27,114
Raw materials			113,475			110,512
Total inventories		$	326,550		$	306,063

Table of Contents 6. Goodwill and Intangible Assets. The change in the carrying amount of goodwill by segment for the nine-month period ended September 30, 2025 is detailed as follows (in thousands):


		2025
	****	Cardiovascular		Endoscopy		Total
Goodwill balance at January 1		$	446,514	$	16,997	$	463,511
Effect of foreign exchange			2,705		—		2,705
Additions and adjustments as the result of acquisitions			41,211		—		41,211
Goodwill balance at September 30		$	490,430	$	16,997	$	507,427

Total accumulated goodwill impairment losses aggregated to $8.3 million as of September 30, 2025 and December 31, 2024, respectively. We did not have any goodwill impairments for the three and nine-month periods ended September 30, 2025 or 2024.

Other intangible assets at September 30, 2025 and December 31, 2024 consisted of the following (in thousands):


	September 30, 2025
	Gross Carrying		Accumulated		Net Carrying
	Amount		Amortization		Amount
Patents	$	33,425	$	(14,262)	$	19,163
Distribution agreements		3,250		(3,050)		200
License agreements		12,605		(9,875)		2,730
Trademarks		51,355		(27,271)		24,084
Customer lists		62,546		(39,142)		23,404
Total	$	163,181	$	(93,600)	$	69,581


	December 31, 2024
	Gross Carrying		Accumulated		Net Carrying
	Amount		Amortization		Amount
Patents	$	31,489	$	(12,824)	$	18,665
Distribution agreements		3,250		(2,994)		256
License agreements		11,557		(9,125)		2,432
Trademarks		47,613		(24,177)		23,436
Customer lists		57,933		(36,223)		21,710
Total	$	151,842	$	(85,343)	$	66,499

Aggregate amortization expense for developed technology and other intangible assets for the three and nine-month periods ended September 30, 2025 was $21.8 million and $63.3 million, respectively. Aggregate amortization expense for the three and nine-month periods ended September 30, 2024 was $16.9 million and $46.4 million, respectively.

We evaluate long-lived assets, including amortizing intangible assets, for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. We perform the impairment analysis at the asset group for which the lowest level of identifiable cash flows is largely independent of the cash flows of other assets and liabilities. If a triggering event is identified, we determine the fair value of our amortizing assets based on estimated future cash flows discounted back to their present value using a discount rate that reflects the risk profiles of the underlying activities. We did not identify indicators of impairment for our intangible assets based on our consideration of triggering events for the nine-month periods ended September 30, 2025 and 2024, respectively. 16

Table of Contents Estimated amortization expense for developed technology and other intangible assets for the next five years consisted of the following as of September 30, 2025 (in thousands):


Year ending December 31,	****	Estimated Amortization Expense
Remaining 2025		$	22,834
2026			81,827
2027			78,176
2028			76,520
2029			65,133

7. Income Taxes. On July 4, 2025, the U.S. enacted a budget reconciliation package (known as the “One Big Beautiful Bill Act” or “OBBBA”) which includes a broad range of tax provisions affecting businesses. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company has included the estimated impacts of the bill in the consolidated financial statements for the nine-month period ended September 30, 2025. We will continue to evaluate the full impact of these legislative changes as additional guidance and results become available.

Our provision for income taxes for the three-month periods ended September 30, 2025 and 2024 was a tax expense of $10.8 million and $8.2 million, respectively, which resulted in an effective tax rate of 28.0% and 22.4%, respectively. Our provision for income taxes for the nine-month periods ended September 30, 2025 and 2024 was a tax expense of $29.4 million and $24.4 million, respectively, which resulted in an effective tax rate of 24.5% and 20.9%, respectively. The increase in the effective income tax rate for the three and nine-month periods ended September 30, 2025, when compared to the prior-year period, was primarily due to decreased benefit from discrete items such as share-based compensation and contingent liabilities and increased permanent tax differences in various jurisdictions and items related to the budget reconciliation package enacted during the period and retroactive to the beginning of the year. The increase in the income tax expense for the three and nine-month periods ended September 30, 2025, when compared to the prior-year periods, was primarily due to increased pre-tax book income and the rate differences noted above. Our effective tax rate differs from the U.S. statutory rate primarily due to the impact of global intangible low-taxed income (“GILTI”) inclusions, state income taxes, foreign taxes, other nondeductible permanent items and discrete items (such as share-based compensation).

The Organization for Economic Cooperation and Development (“OECD”) Pillar Two global minimum tax rules, which generally provide for a minimum effective tax rate of 15%, are intended to apply for tax years beginning in 2024. On February 2, 2023, the OECD issued administrative guidance providing transition and safe harbor rules around the implementation of the Pillar Two global minimum tax. Under a transitional safe harbor released July 17, 2023, the undertaxed profits rule top-up tax in the jurisdiction of a company's ultimate parent entity will be zero for each fiscal year of the transition period, if that jurisdiction has a corporate tax rate of at least 20%. The safe harbor transition period will apply to fiscal years beginning on or before December 31, 2025 and ending before December 31, 2026. While we expect our effective income tax rate and cash income tax payments could increase in future years as a result of the global minimum tax, we do not anticipate a material impact to our fiscal 2025 consolidated results of operations. Our assessment could be affected by legislative guidance and future enactment of additional provisions within the Pillar Two framework. We are closely monitoring developments and evaluating the impact these new rules are anticipated to have on our tax rate, including eligibility to qualify for these safe harbor rules. 17

Table of Contents 8. Debt. Principal balances outstanding under our long-term debt obligations as of September 30, 2025 and December 31, 2024 consisted of the following (in thousands):


	****	September 30, 2025		****	December 31, 2024
Convertible notes		$	747,500		$	747,500
Less unamortized debt issuance costs			(14,584)			(17,949)
Total long-term debt			732,916			729,551
Less current portion			—			—
Long-term portion		$	732,916		$	729,551

Future minimum principal payments on our long-term debt, as of September 30, 2025, were as follows (in thousands):


Year Ending		Future Minimum
December 31,	****	Principal Payments
Remaining 2025		$	—
2026			—
2027			—
2028			—
2029			747,500
Total future minimum principal payments		$	747,500

Fourth Amended and Restated Credit Agreement

On June 6, 2023, we entered into a Fourth Amended and Restated Credit Agreement (the "Fourth A&R Credit Agreement"). The Fourth A&R Credit Agreement is a syndicated loan agreement with Wells Fargo Bank, National Association and other parties. The Fourth A&R Credit Agreement amended and restated in its entirety our previously outstanding Third Amended and Restated Credit Agreement and all amendments thereto. The Fourth A&R Credit Agreement provides for a term loan of $150 million and a revolving credit commitment of up to an aggregate amount of $700 million, inclusive of sub-facilities for multicurrency borrowings, standby letters of credit and swingline loans. On June 6, 2028, all principal, interest and other amounts outstanding under the Fourth A&R Credit Agreement are payable in full. At any time prior to the maturity date, we may repay any amounts owing under all term loans and revolving credit loans in whole or in part, without premium or penalty.

On December 5, 2023, we executed an amendment to the Fourth A&R Credit Agreement (as amended, the "Amended Fourth A&R Credit Agreement”) to facilitate the issuance of our Convertible Notes described below. Among other things, the amendment also updated the definition of the Applicable Margin used in determining the interest rates and amended the financial covenants, all as described below.

Term loans made under the Amended Fourth A&R Credit Agreement bear interest, at our election, at either (i) the Base Rate plus the Applicable Margin (as defined in the Amended Fourth A&R Credit Agreement) or, (ii) Adjusted Term SOFR plus the Applicable Margin (as defined in the Amended Fourth A&R Credit Agreement). Revolving credit loans bear interest, at our election, at either (a) the Base Rate plus the Applicable Margin, (b) Adjusted Term SOFR plus the Applicable Margin, (c) Adjusted Eurocurrency Rate plus the Applicable Margin (as defined in the Amended Fourth A&R Credit Agreement), or (d) Adjusted Daily Simple SONIA plus the Applicable Margin (as defined in the Amended Fourth A&R Credit Agreement). Swingline loans bear interest at the Base Rate plus the Applicable Margin. Interest on each loan featuring the Base Rate and each Daily Simple SONIA Loan is due and payable on the last business day of each calendar month; interest on each loan featuring the Eurocurrency Rate and each Term SOFR Loan is due and payable on the last day of each interest period applicable thereto, and if such interest period extends over three months, at the end of each three-month interval during such interest period. 18

Table of Contents The Amended Fourth A&R Credit Agreement is collateralized by substantially all of our assets. The Amended Fourth A&R Credit Agreement contains affirmative and negative covenants, representations and warranties, events of default and other terms customary for loans of this nature. In particular, the Amended Fourth A&R Credit Agreement requires that we maintain certain financial covenants, as follows:


	****	Covenant Requirement
Consolidated Total Net Leverage Ratio ^(1)^			5.0 to 1.0
Consolidated Senior Secured Net Leverage Ratio ^(2)^			3.0 to 1.0
Consolidated Interest Coverage Ratio ^(3)^			3.0 to 1.0
(1)	Maximum Consolidated Total Net Leverage Ratio (as defined in the Amended Fourth A&R Credit Agreement) as of any fiscal quarter end.
---	---
(2)	Maximum Consolidated Senior Secured Net Leverage Ratio (as defined in the Amended Fourth A&R Credit Agreement) as of any fiscal quarter end.
---	---
(3)	Minimum ratio of Consolidated EBITDA (as defined in the Amended Fourth A&R Credit Agreement and adjusted for certain expenditures) to Consolidated Interest Expense (as defined in the Amended Fourth A&R Credit Agreement) for any period of four consecutive fiscal quarters.
---	---

We were in compliance with these financial covenants set forth in the Amended Fourth A&R Credit Agreement as of September 30, 2025.

As of September 30, 2025, we had no outstanding borrowings and issued letter of credit guarantees of $3.0 million under the Amended Fourth A&R Credit Agreement, with additional available borrowings of approximately $697 million, based on the maximum net leverage ratio required pursuant to the Amended Fourth A&R Credit Agreement.

Convertible Notes

In December 2023, we issued convertible notes which bear interest at 3.00% per year, payable semi-annually in arrears on February 1 and August 1 of each year, which commenced August 1, 2024 (the “Convertible Notes”). The Convertible Notes are senior unsecured obligations (as defined in the indenture governing the Convertible Notes (the “Indenture”)) of Merit and will mature on February 1, 2029, unless repurchased, redeemed or converted in accordance with their terms prior to such date. The net proceeds from the sale of the Convertible Notes were approximately $724.8 million after deducting offering and issuance costs and before the costs of the Capped Call Transactions, as described below.

The initial conversion rate of the notes will be 11.5171 shares of our common stock (the “Common Stock”) per $1,000 principal amount of notes, which equates to an initial conversion price of approximately $86.83 per share of Common Stock, subject to adjustments as provided in the Indenture upon the occurrence of certain specified events.

Conversion can occur at the option of the holders of the Convertible Notes (“Holders”) at any time on or after October 1, 2028. Prior to October 1, 2028, Holders may only elect to convert the Convertible Notes under the following circumstances: (1) During the five business day period after any ten consecutive trading day period in which, for each day of that period, the trading price per $1,000 principal amount of the Convertible Notes for such trading day was less than 98% of the product of the last reported sale price of the Common Stock and the applicable conversion rate on such trading day; (2) Merit issues to common shareholders any rights, options, or warrants, entitling them, for a period of not more than 60 days, to purchase shares of Common Stock at a price per share less than the average closing sale price of 10 consecutive trading days, or Merit’s election to make a distribution to common shareholders exceeding 10% of the previous day’s closing sale price; (3) Upon the occurrence of a Fundamental Change, as set forth in the Indenture; (4) During any calendar quarter (and only during such calendar quarter) beginning after March 31, 2024, if, the last reported sale price per share of the Common Stock exceeds 130% of the applicable conversion price on each applicable trading day for at least 20 trading days (whether or not consecutive) in the period of the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter; or (5) Prior to the related redemption date if Merit calls any Convertible Notes for redemption. As of September 30, 2025, none of the conditions permitting the Holders to convert their Convertible Notes early had been met. Therefore, the Convertible Notes are classified as long-term debt obligations. 19

Table of Contents Upon conversion, Merit will (1) pay cash up to the aggregate principal amount of the Convertible Notes to be converted and (2) pay or deliver, as the case may be, cash, shares of Common Stock, or a combination of cash and shares of Common Stock, at Merit’s election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted.

In addition, Holders will have the right to require Merit to repurchase all or a part of their notes upon the occurrence of a “fundamental change” (as defined in the Indenture) in cash at a fundamental change repurchase price of 100% of their principal amount plus accrued and unpaid interest up to, but excluding, the fundamental change repurchase date.

On or after February 7, 2027, we may redeem for cash all or part of the Convertible Notes, at our option, if the last reported sales price of Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related notice of the redemption.

Capped Call Transactions

In December 2023, in connection with the pricing of the Convertible Notes, Merit entered into privately negotiated capped call transactions (“Capped Call Transactions”) with certain of the initial purchasers and/or their respective affiliates and certain other financial institutions. The Capped Call Transactions cover, subject to customary anti-dilution adjustments, the number of shares of Common Stock initially underlying the Convertible Notes and are generally expected to reduce potential dilution to the Common Stock upon any conversion of Convertible Notes and/or offset any cash payments Merit is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap, based on a cap price initially equal to approximately $114.68 per share of Common Stock, subject to certain adjustments under the terms of the Capped Call Transactions. The cost of the Capped Call Transactions was approximately $66.5 million. The Capped Call Transactions do not meet the criteria for separate accounting as a derivative as they are indexed to the Common Stock. The premiums paid for the Capped Call Transactions have been included as a net reduction to Common Stock within stockholders' equity.

9. Derivatives.

General. Our earnings and cash flows are subject to fluctuations due to changes in interest rates and foreign currency exchange rates, and we seek to mitigate a portion of the risks attributable to those fluctuations by entering into derivative contracts. The derivative instruments we use are interest rate swaps and foreign currency forward contracts. We recognize derivative instruments as either assets or liabilities at fair value in the accompanying consolidated balance sheets, regardless of whether hedge accounting is applied. We report cash flows arising from our hedging instruments consistent with the classification of cash flows from the underlying hedged items. Accordingly, cash flows associated with our derivative contracts are classified as operating activities in the accompanying consolidated statements of cash flows.

We formally document, designate and assess the effectiveness of transactions that receive hedge accounting treatment initially and on an ongoing basis. For qualifying hedges, the change in fair value is deferred in accumulated other comprehensive income, a component of stockholders’ equity in the accompanying consolidated balance sheets, and recognized in earnings at the same time the hedged item affects earnings. Changes in the fair value of derivative instruments not designated as hedging instruments are recorded in earnings throughout the term of the derivative.

Interest Rate Risk. In December 2019, we entered into a pay-fixed, receive-variable interest rate swap with a notional amount of $75 million with Wells Fargo wherein we fixed the one-month SOFR rate on that portion of our borrowings under the Amended Fourth A&R Credit Agreement. The term of the interest rate swap expired on July 31, 2024. 20

Table of Contents **Foreign Currency Risk.**We operate on a global basis and are exposed to the risk that our financial condition, results of operations, and cash flows could be adversely affected by changes in foreign currency exchange rates. To reduce the potential effects of foreign currency exchange rate movements on net earnings, we enter into derivative financial instruments in the form of foreign currency exchange forward contracts with major financial institutions. Our policy is to enter into foreign currency derivative contracts with maturities of up to two years. We are exposed to foreign currency exchange rate risk with respect to transactions and balances denominated in various currencies, with our most significant exposure related to transactions and balances denominated in Chinese Renminbi and Euros, among others. We do not use derivative financial instruments for trading or speculative purposes. We do not believe we are subject to any credit risk contingent features related to our derivative contracts, and we seek to manage counterparty risk by allocating derivative contracts among several major financial institutions.

Derivatives Designated as Cash Flow Hedges

For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative instrument is temporarily reported as a component of other comprehensive income and then reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. We entered into forward contracts on various foreign currencies to manage the risk associated with forecasted exchange rates which impact revenues, cost of sales, and operating expenses in various international markets. The objective of the forward contracts is to reduce the variability of cash flows associated with the forecasted purchase or sale of the foreign currencies. As of September 30, 2025 and December 31, 2024, we had entered into foreign currency forward contracts, which qualified as cash flow hedges, with aggregate notional amounts of $152.6 million and $117.5 million, respectively.

Derivatives Not Designated as Cash Flow Hedges

We forecast our net exposure in various receivables and payables to fluctuations in the value of various currencies, and we enter into foreign currency forward contracts to mitigate a portion of that exposure. As of September 30, 2025 and December 31, 2024, we had entered into foreign currency forward contracts related to those balance sheet accounts with aggregate notional amounts of $109.0 million and $95.7 million, respectively.

Balance Sheet Presentation of Derivative Instruments. As of September 30, 2025 and December 31, 2024, all derivative instruments, both those designated as hedging instruments and those that were not designated as hedging instruments, were recorded at fair value on a gross basis on our consolidated balance sheets. We are not subject to any master netting agreements.

The fair value of derivative instruments on a gross basis was as follows on the dates indicated (in thousands):


Fair Value of Derivative Instruments Designated as Hedging Instruments	Balance Sheet Location	****	September 30, 2025		****	December 31, 2024
Assets
Foreign currency forward contracts	Prepaid expenses and other assets		$	3,059		$	3,771
Foreign currency forward contracts	Other assets (long-term)			806			1,064

(Liabilities)
Foreign currency forward contracts	Accrued expenses			(2,117)			(1,332)
Foreign currency forward contracts	Other long-term obligations			(571)			(287)

Fair Value of Derivative Instruments Not Designated as Hedging Instruments	Balance Sheet Location	****	September 30, 2025		****	December 31, 2024
Assets
Foreign currency forward contracts	Prepaid expenses and other assets		$	926		$	2,595

(Liabilities)
Foreign currency forward contracts	Accrued expenses			(1,175)			(1,288)

Table of Contents Income Statement Presentation of Derivative Instruments.

Derivative Instruments Designated as Cash Flow Hedges

Derivative instruments designated as cash flow hedges had the following effects, before income taxes, on other comprehensive income (“OCI”), accumulated other comprehensive income (“AOCI”), and net earnings in our consolidated statements of income, consolidated statements of comprehensive income and consolidated balance sheets (in thousands):


		Amount of Gain/(Loss)								Consolidated Statements						Amount of Gain/(Loss)
		Recognized in OCI								of Income						Reclassified from AOCI
		Three Months Ended September 30,					****		****	Three Months Ended September 30,						Three Months Ended September 30,
Derivative instrument	****	2025		****	2024		****	Location in statements of income	****	2025		****	****	2024	****	2025		****	****	2024
Interest rate swap		$	—		$	1		Interest expense		$	(6,754)		$	(7,501)		$	—		$	255
Foreign currency forward contracts			2,330			(5,443)		Revenue			384,157			339,845			(106)			709
								Cost of sales			(197,746)			(182,310)			280			179


		Amount of Gain/(Loss)								Consolidated Statements						Amount of Gain/(Loss)
		Recognized in OCI								of Income						Reclassified from AOCI
		Nine Months Ended September 30,					****		****	Nine Months Ended September 30,						Nine Months Ended September 30,
Derivative instrument	****	2025		****	2024		****	Location in statements of income	****	2025		****		2024	****	2025		****	****	2024
Interest rate swap		$	—		$	152		Interest expense		$	(20,097)		$	(23,226)		$	—		$	1,656
Foreign currency forward contracts			(963)			(1,308)		Revenue			1,121,970			1,001,356			1,424			1,549
								Cost of sales			(579,052)			(531,006)			(494)			963

As of September 30, 2025, ($1.3) million, or ($1.0) million after taxes, was expected to be reclassified from AOCI to earnings in revenue and cost of sales over the succeeding twelve months.

Derivative Instruments Not Designated as Hedging Instruments

The following gains/(losses) from these derivative instruments were recognized in our consolidated statements of income for the periods presented (in thousands):


	****		****	Three Months Ended September 30,				****	Nine Months Ended September 30,
Derivative Instrument	****	Location in statements of income		2025		2024			2025		2024
Foreign currency forward contracts		Other income (expense) — net		$	(731)	$	(2,124)		$	451	$	(596)

Table of Contents 10. Commitments and Contingencies.

Litigation. In the ordinary course of business, we are involved in various claims and litigation matters. These proceedings, actions and claims may involve product liability, intellectual property, contract disputes, employment, governmental inquiries or other matters, including the matter described below. These matters generally involve inherent uncertainties and often require prolonged periods of time to resolve. In certain proceedings, the claimants may seek damages as well as other compensatory and equitable relief that could result in the payment of significant claims and settlements and/or the imposition of injunctions or other equitable relief. For legal matters for which our management had sufficient information to reasonably estimate our future obligations, a liability representing management’s best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within the range is not known, is recorded. The estimates are based on consultation with legal counsel, previous settlement experience and settlement strategies. If actual outcomes are less favorable than those estimated by management, additional expense may be incurred, which could unfavorably affect our financial position, results of operations and cash flows. The ultimate cost to us with respect to actions and claims could be materially different than the amount of the current estimates and accruals and could have a material adverse effect on our financial position, results of operations and cash flows. Unless included in our legal accrual, we are unable to estimate a reasonably possible loss or range of loss associated with any individual material legal proceeding. Legal costs for these matters, such as outside counsel fees and expenses, are charged to expense in the period incurred.

SEC Inquiry

Commencing in January 2022, we received requests from the Division of Enforcement of the U.S. Securities and Exchange Commission (“SEC”) seeking the voluntary production of information relating to the business activities of Merit’s subsidiary in China, including interactions with hospitals and health care officials in China (the “SEC Inquiry”). We cooperated with the requests and investigated the matter. During the quarter ended September 30, 2025, the SEC’s Division of Enforcement notified us that they had concluded the SEC Inquiry and were not recommending enforcement action against us.

In management's opinion, based on its examination of these matters, its experience to date and discussions with counsel, we are not currently involved in any legal proceedings which, individually or in the aggregate, could have a material adverse effect on our financial position, results of operations or cash flows. Our management regularly assesses the risks of legal proceedings in which we are involved, and management’s view of these matters may change in the future.

Table of Contents 11. Earnings Per Common Share (EPS). The computation of weighted average shares outstanding and the basic and diluted earnings per common share for the three and nine-month periods ended September 30, 2025 and 2024 consisted of the following (in thousands, except per share amounts):


		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2025		2024		2025		2024
Net income		$	27,755	$	28,444	$	90,483	$	92,410
Average common shares outstanding			59,245		58,231		59,095		58,110
Basic EPS		$	0.47	$	0.49	$	1.53	$	1.59

Average common shares outstanding			59,245		58,231		59,095		58,110
Effect of dilutive stock awards			648		866		806		691
Effect of dilutive convertible notes			26		440		703		147
Total potential shares outstanding			59,919		59,537		60,604		58,948
Diluted EPS		$	0.46	$	0.48	$	1.49	$	1.57

Equity awards excluded as the impact was anti-dilutive ^(1)^			198		448		176		821
(1)	Does not reflect the impact of incremental repurchases under the treasury stock method.
---	---

Convertible Notes

For our Convertible Notes, the dilutive effect has been calculated using the if-converted method. Upon surrender of the Convertible Notes for conversion, Merit will pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at Merit’s election, in respect of the remainder, if any, of Merit’s conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted. Under the if-converted method, we include the number of shares required to satisfy the remaining conversion obligation, assuming all the Convertible Notes were converted. The convertible notes only have an impact on diluted earnings per share when the average share price of our Common Stock exceeds the conversion price of $86.83. The average closing price of the Common Stock for the three and nine-month periods ended September 30, 2025 and 2024, respectively, was used as the basis for determining the dilutive effect on EPS.

Table of Contents 12. Stock-Based Compensation Expense. Stock-based compensation expense before income tax expense for the three and nine-month periods ended September 30, 2025 and 2024 consisted of the following (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Cost of sales
Nonqualified stock options	$	126	$	150	$	777	$	875
Restricted stock units		351		—		973		—
Total cost of sales		477		150		1,750		875
Research and development
Nonqualified stock options		328		440		965		1,221
Restricted stock units		386		—		1,103		—
Total research and development		714		440		2,068		1,221
Selling, general and administrative
Nonqualified stock options		1,058		1,442		3,637		4,689
Performance-based restricted stock units		8,030		2,884		16,588		7,648
Restricted stock units		2,270		1,074		6,259		2,792
Cash-settled performance-based awards		998		723		3,094		1,733
Cash-settled restricted stock units		65		—		167		—
Total selling, general and administrative		12,421		6,123		29,745		16,862

Stock-based compensation expense before taxes	$	13,612	$	6,713	$	33,563	$	18,958

We recognize stock-based compensation expense (net of a forfeiture rate), for those awards which are expected to vest, on a straight-line basis over the requisite service period. We estimate the forfeiture rate based on our historical experience and expectations about future forfeitures.

Nonqualified Stock Options

During the nine months ended September 30, 2025 and 2024, we did not grant any stock options. As of September 30, 2025, the total remaining unrecognized compensation cost related to non-vested stock options was $5.5 million, which was expected to be recognized over a weighted average period of 1.4 years.

Stock-Settled Performance-Based Restricted Stock Units (“Performance Stock Units”)

During the nine-month periods ended September 30, 2025 and 2024, we granted Performance Stock Units which represented awards of up to 290,120 and 364,810 shares of Common Stock, respectively. Settlement of the Performance Stock Units into shares of Common Stock occurs at the end of the relevant performance periods. The actual number of shares of Common Stock issuable at the end of the performance periods is based upon Company performance towards specified financial performance targets and relative total shareholder return as compared to the Russell 2000 Index (“rTSR”), all as more specifically set forth in the Performance Stock Unit award agreements.

We use Monte-Carlo simulations to estimate the grant-date fair value of the Performance Stock Units linked to total shareholder return. The fair value of each performance stock unit was estimated as of the grant date using the following assumptions for awards granted in the periods indicated below:


	Nine Months Ended
	September 30,
	2025	2024
Risk-free interest rate	4.0%	4.4%
Performance period	2.8 years	2.8 years
Expected dividend yield	—	—
Expected price volatility	28.0%	31.1%

Table of Contents The risk-free interest rate of return was determined using the U.S. Treasury rate at the time of grant with a term equal to the expected term of the award. The expected volatility was based on the weighted average volatility of our stock price and the average volatility of our compensation peer group's stock price. The expected dividend yield was assumed to be zero because, at the time of the grant, we had no plans to declare a dividend.

Compensation expense is recognized using the grant-date fair value for the number of shares that are likely to be awarded based on the performance metrics. Each reporting period, this probability assessment is updated, and cumulative adjustments are recorded based on the financial performance metrics expected to be achieved. At the end of the performance period, cumulative expense is calculated based on the actual performance metrics achieved. As of September 30, 2025, the total remaining unrecognized compensation cost related to stock-settled Performance Stock Units was $28.5 million, which is expected to be recognized over a weighted average period of 1.3 years.

Cash-Settled Performance-Based Awards

During the nine-month periods ended September 30, 2025 and 2024, we granted Performance Stock Units to our Chief Executive Officer that provide for settlement in cash upon achievement of specific metrics (“Liability Awards”), with total target cash incentives in the amount of $1.7 million and $1.6 million, respectively. The Liability Awards entitle him to a target cash payment based upon our level of rTSR performance and achievement of other performance metrics, as defined in the award agreements.

During the nine-month periods ended September 30, 2025 and 2024, we granted additional Performance Stock Units to certain employees that provide for settlement in cash upon our achievement of specified financial metrics. The cash payable upon vesting at the end of the service period is based upon performance against specified financial performance targets and relative total shareholder return as compared to the rTSR, as defined in the award agreements. Compensation expense is recognized in an amount equal to the cash payment likely to be awarded based on the performance metrics.

The potential maximum payout of these Liability Awards is 250% of the target cash incentive, resulting in a total potential maximum payout of $4.7 million and $4.4 million for Liability Awards granted during the nine-month periods ended September 30, 2025 and 2024, respectively. The settlement generally occurs at the end of three-year performance periods based upon the same performance metrics and vesting period as our Performance Stock Units.

The fair value of these Liability Awards is measured at each reporting period until the awards are settled. As of September 30, 2025 and December 31, 2024, the recorded balance associated with these Liability Awards was $5.7 million and $5.1 million, respectively, which have been classified as liabilities and reported in accrued expenses and other long-term obligations within our consolidated balance sheets. As of September 30, 2025, the total remaining unrecognized compensation cost related to Liability Awards was $4.4 million, which was expected to be recognized over a weighted average period of 1.8 years.

Restricted Stock Units

During the nine-month periods ended September 30, 2025 and 2024, we granted restricted stock units to certain employees and non-employee directors representing 135,778 and 158,719 shares of Common Stock, respectively. The expense recognized for restricted stock units is equal to the closing stock price on the date of grant, which is recognized over the vesting period. Restricted stock units granted to each employee are subject to such employee’s continued employment through the vesting date, which is between three to four years from the date of grant. Restricted stock units granted to each non-employee director are subject to such director’s continued service through the vesting date, which is one year from the grant date. As of September 30, 2025, the total remaining unrecognized compensation cost related to restricted stock units was $27.7 million, which was expected to be recognized over a weighted average period of 2.6 years.

Table of Contents 13. Segment Reporting. We report our operations in two operating segments: cardiovascular and endoscopy. Our cardiovascular segment consists of four product categories: peripheral intervention, cardiac intervention, custom procedural solutions, and OEM. Within these product categories, we sell a variety of products, including cardiology and radiology devices (which assist in diagnosing and treating coronary arterial disease, peripheral vascular disease and other non-vascular diseases), as well as embolotherapeutic, cardiac rhythm management, electrophysiology, critical care, breast cancer localization and guidance, biopsy, and interventional oncology and spine devices. Our endoscopy segment consists of gastroenterology and pulmonology devices which assist in the palliative treatment of expanding esophageal, tracheobronchial and biliary strictures. Our chief operating decision maker (“CODM”) is our Chief Executive Officer, who uses segment profit or loss to assess performance and allocate resources to each segment, primarily through periodic budgeting and segment performance reviews. See Note 3, Revenues from Contracts with Customers for a detailed breakout of our sales by operating segment and product category, disaggregated between domestic and international sales. Total assets by segment are not used by the CODM to assess performance or allocate resources to the Company’s segments; therefore, total assets by segment are not disclosed.

Financial information relating to our reportable operating segments and reconciliations to the consolidated totals for the three and nine-month periods ended September 30, 2025 and 2024, were as follows (in thousands):


		Three Months Ended									Three Months Ended
		September 30, 2025									September 30, 2024
	****	Cardiovascular		****	Endoscopy		****	Consolidated		****	Cardiovascular		****	Endoscopy		****	Consolidated
Net sales		$	366,425		$	17,732		$	384,157		$	322,855		$	16,990		$	339,845
Cost of sales standard^(1)^			144,299			4,258						137,530			4,594
Cost of sales other^(2)^			47,324			1,865						37,531			2,655
Selling, general and administrative expenses			113,835			5,966						90,409			9,235
Research and development expenses			23,157			809						19,727			800
Other operating expenses^(3)^			32			—						103			—

Income from operations		$	37,778		$	4,834		$	42,612		$	37,555		$	(294)		$	37,261

Total other expense — net									(4,072)									(604)

Income before income taxes								$	38,540								$	36,657


		Nine Months Ended									Nine Months Ended
		September 30, 2025									September 30, 2024
	****	Cardiovascular		****	Endoscopy		****	Consolidated		****	Cardiovascular		****	Endoscopy		****	Consolidated
Net sales		$	1,069,163		$	52,807		$	1,121,970		$	964,044		$	37,312		$	1,001,356
Cost of sales standard^(1)^			430,449			12,963						411,088			10,959
Cost of sales other^(2)^			129,057			6,583						105,661			3,298
Selling, general and administrative expenses			322,482			17,902						273,343			15,314
Research and development expenses			68,417			2,394						60,286			1,986
Other operating expenses^(3)^			1,198			—						292			—

Income from operations		$	117,560		$	12,965		$	130,525		$	113,374		$	5,755		$	119,129

Total other expense — net									(10,648)									(2,281)

Income before income taxes								$	119,877								$	116,848
(1)	Cost of sales standard represents costs of goods sold measured at the internal standard cost for production of inventory. Inventory standard costs include material, labor and manufacturing overhead.
---	---
(2)	Cost of sales other for all segments includes amortization expense associated with our developed technology and license agreement intangible assets, freight and handling associated with shipments to customers, provisions based on estimated excess, slow moving and obsolete inventories, manufacturing and price variances, and royalties.
---	---
(3)	Other operating expenses include contingent consideration expense (benefit) related to the changes in fair value of contingent payments associated with acquisitions.
---	---

Table of Contents Total depreciation and amortization by operating segment for the three and nine-month periods ended September 30, 2025 and 2024, consisted of the following (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Cardiovascular	$	29,055	$	24,025	$	84,792	$	71,377
Endoscopy		2,261		2,378		6,837		2,716
Total	$	31,316	$	26,403	$	91,629	$	74,093

14. Fair Value Measurements.

Assets (Liabilities) Measured at Fair Value on a Recurring Basis

Our financial assets and (liabilities) carried at fair value and measured on a recurring basis as of September 30, 2025 and December 31, 2024 consisted of the following (in thousands):


			Fair Value Measurements Using
	Total Fair		Quoted prices in		Significant other		Significant
	Value at		active markets		observable inputs		unobservable inputs
	September 30, 2025		(Level 1)		(Level 2)		(Level 3)
Money market funds ^(1)^	$	30,978	$	30,978	$	—	$	—
United States treasury debt securities ^(2)^		7,100		7,100		—		—
Foreign currency contract assets, current and long-term ^(3)^		4,791		—		4,791		—
Foreign currency contract liabilities, current and long-term ^(4)^		(3,863)		—		(3,863)		—
Contingent consideration liabilities		(1,949)		—		—		(1,949)


					Fair Value Measurements Using
		Total Fair			Quoted prices in			Significant other			Significant
		Value at			active markets			observable inputs			unobservable inputs
	****	December 31, 2024		****	(Level 1)		****	(Level 2)		****	(Level 3)
Money market funds ^(1)^		$	10,034		$	10,034		$	—		$	—
Marketable securities ^(5)^			92			92			—			—
Foreign currency contract assets, current and long-term ^(3)^			7,430			—			7,430			—
Foreign currency contract liabilities, current and long-term ^(4)^			(2,907)			—			(2,907)			—
Contingent consideration liabilities			(3,486)			—			—			(3,486)
(1)	Our money market fund represents a bank-managed money market fund which permits daily redemptions. Amounts in the fund are recorded as cash equivalents in the consolidated balance sheets.
---	---
(2)	The fair value of U.S. treasury debt securities are determined using quoted prices for identical assets in active markets and is recorded as cash and cash equivalents in the consolidated balance sheets.
---	---
(3)	The fair value of the foreign currency contract assets (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as a prepaid expense and other current asset or other long-term asset in the consolidated balance sheets.
---	---
(4)	The fair value of the foreign currency contract liabilities (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as accrued expense or other long-term obligation in the consolidated balance sheets.
---	---
(5)	Our marketable securities, which consist entirely of available-for-sale equity securities, are valued using market prices in active markets. Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets.
---	---

Table of Contents Certain of our past business combinations involve the potential for the payment of future contingent consideration, generally based on a percentage of future product sales or upon attaining specified future revenue or other milestones. The contingent consideration liability is re-measured at the estimated fair value at the end of each reporting period with the change in fair value recognized within operating expenses in the accompanying consolidated statements of income for such period. We measure the initial liability and re-measure the liability on a recurring basis using Level 3 inputs as defined under authoritative guidance for fair value measurements. Changes in the fair value of our contingent consideration liabilities during the three and nine-month periods ended September 30, 2025 and 2024 consisted of the following (in thousands):


	****	Three Months Ended					****	Nine Months Ended
	****	September 30,					****	September 30,
	****	2025		****	2024		****	2025		****	2024
Beginning balance		$	2,027		$	3,435		$	3,486		$	3,447
Contingent consideration expense			32			103			1,198			292
Contingent payments made			(110)			(119)			(2,735)			(320)
Ending balance		$	1,949		$	3,419		$	1,949		$	3,419

As of September 30, 2025, $1.6 million in contingent consideration liability was included in other long-term obligations and $0.3 million in contingent consideration liability was included in accrued expenses in our consolidated balance sheet. As of December 31, 2024, $3.1 million in contingent consideration liability was included in other long-term obligations and $0.4 million in contingent consideration liability was included in accrued expenses in our consolidated balance sheet.

Payments related to the settlement of the contingent consideration liability recognized at fair value as of the applicable acquisition date of $2.6 million and $0.2 million for the nine-month periods ended September 30, 2025 and 2024, respectively, have been reflected as a cash outflow from financing activities in the accompanying consolidated statements of cash flows. Payments related to increases in the contingent consideration liability subsequent to the date of acquisition of $0.1 million and $0.1 million for the nine-month periods ended September 30, 2025 and 2024, respectively, are reflected as operating cash flows. 29

Table of Contents The recurring Level 3 measurement of our contingent consideration liabilities included the following significant unobservable inputs at September 30, 2025 and December 31, 2024 (amounts in thousands):


		Fair value at								****
		September 30,			Valuation						Weighted
Contingent consideration liability	****	2025		****	technique	****	Unobservable inputs	****	Range		Average^(1)^
Revenue-based royalty payments contingent liability		$	1,856		Discounted cash flow		Discount rate		14.0%		14.0%
							Projected year of payments		2025-2034		2029

Revenue milestones contingent liability		$	93		Monte Carlo simulation		Discount rate		11.0%
							Projected year of payments		2025-2041		2041


		Fair value at								****
		December 31,			Valuation						Weighted
Contingent consideration liability	****	2024		****	technique	****	Unobservable inputs	****	Range		Average^(1)^
Revenue-based royalty payments contingent liability		$	2,217		Discounted cash flow		Discount rate		14.0% - 16.0%		14.6%
							Projected year of payments		2025-2034		2028

Revenue milestones contingent liability		$	88		Monte Carlo simulation		Discount rate		13.0%
							Projected year of payments		2025-2040		2039

Regulatory approval contingent liability		$	1,181		Scenario-based method		Discount rate		6.0%
							Probability of milestone payment		50.0%
							Projected year of payment		2025-2026		2025
(1)	Unobservable inputs were weighted by the relative fair value of the instruments. No weighted average is reported for contingent consideration liabilities without a range of unobservable inputs.
---	---

The contingent consideration liability is re-measured to fair value each reporting period. Significant increases or decreases in projected revenues, based on our most recent internal operational budgets and long-range strategic plans, discount rates or the time until payment is made would have resulted in a significantly lower or higher fair value measurement. Our determination of the fair value of the contingent consideration liability could change in future periods based upon our ongoing evaluation of these significant unobservable inputs. We intend to record any such change in the fair value of contingent consideration liability to operating expenses in our consolidated statements of income.

Fair Value of Other Assets (Liabilities)

The carrying amount of cash and cash equivalents, receivables, and trade payables approximate fair value because of the immediate, short-term maturity of these financial instruments. The fair value of our long-term debt under our Convertible Notes was $870.8 million as of September 30, 2025 and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input. The fair value of assets and liabilities whose carrying value approximates fair value is determined using Level 2 inputs, with the exception of cash and cash equivalents, which use Level 1 inputs.

We recognize or disclose the fair value of certain assets, such as non-financial assets, primarily property and equipment, right-of-use operating lease assets, equity investments, intangible assets and goodwill in connection with impairment evaluations. Such assets are reported at carrying value and are not subject to recurring fair value measurements. We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Fair value is generally determined based on discounted future cash flow. All our nonrecurring valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy. 30

Table of Contents Our equity investments in privately-held companies were $26.0 million and $22.8 million at September 30, 2025 and December 31, 2024, respectively, which are included within other long-term assets in our consolidated balance sheets. We analyze our investments in privately-held companies to determine if they should be accounted for using the equity method based on our ability to exercise significant influence over operating and financial policies of the investment whereby we record our proportionate share of the investee’s earnings or losses; amortization of differences between our investment basis and underlying equity in net assets of the investee, excluding the component representing goodwill; and impairment, if any, as a component of other income (expense) — net for each reporting period. Investments not accounted for under the equity method of accounting are accounted for at cost minus impairment, if applicable, plus or minus changes in valuation resulting from observable transactions for identical or similar investments. For the nine-month periods ended September 30, 2025 and 2024, we recorded no impairment charges related to our equity investments.

Current Expected Credit Losses

Our outstanding notes receivable, including accrued interest and an allowance for current expected credit losses, were $21.2 million and $9.4 million as of September 30, 2025 and December 31, 2024, respectively. Notes receivable increased $11.8 million for the nine-month period ended September 30, 2025 primarily due to loans issued to FluidX Medical Technology, Inc. and Protaryx Medical Inc. As of September 30, 2025 and December 31, 2024, we had an allowance for current expected credit losses of $2.6 million and $1.4 million, respectively, associated with these notes receivable. We assess the allowance for current expected credit losses on an individual security basis, due to the limited number of securities, using a probability of default model, which is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the expected collectability of securities, and other security specific factors.

The table below presents a roll-forward of the allowance for current expected credit losses on our notes receivable for the three and nine-month periods ended September 30, 2025 and 2024 (in thousands):


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2025		****	2024		2025		****	2024
Beginning balance	$	2,375		$	1,406	$	1,366		$	568
Provision for credit loss expense		185			189		1,194			1,027
Ending balance	$	2,560		$	1,595	$	2,560		$	1,595

Table of Contents 15. Accumulated Other Comprehensive Income (Loss). The changes in each component of accumulated other comprehensive income (loss) for the three and nine-month periods ended September 30, 2025 and 2024 were as follows:


	Cash Flow Hedges		****	Foreign Currency Translation		****	Total
Balance as of July 1, 2025	$	(328)		$	(4,734)		$	(5,062)

Other comprehensive income (loss)		2,330			(862)			1,468
Income taxes		(509)			558			49
Reclassifications to:
Revenue		106						106
Cost of sales		(280)						(280)
Net other comprehensive income (loss)		1,647			(304)			1,343

Balance as of September 30, 2025	$	1,319		$	(5,038)		$	(3,719)


	Cash Flow Hedges		****	Foreign Currency Translation		****	Total
Balance as of July 1, 2024	$	2,625		$	(18,054)		$	(15,429)

Other comprehensive (loss) income		(5,442)			7,153			1,711
Income taxes		1,555			(89)			1,466
Reclassifications to:
Revenue		(709)						(709)
Cost of sales		(179)						(179)
Interest expense		(255)						(255)
Net other comprehensive (loss) income		(5,030)			7,064			2,034

Balance as of September 30, 2024	$	(2,405)		$	(10,990)		$	(13,395)


	Cash Flow Hedges		****	Foreign Currency Translation		****	Total
Balance as of January 1, 2025	$	2,765		$	(22,166)		$	(19,401)

Other comprehensive (loss) income		(963)			18,192			17,229
Income taxes		447			(1,064)			(617)
Reclassifications to:
Revenue		(1,424)						(1,424)
Cost of sales		494						494
Net other comprehensive (loss) income		(1,446)			17,128			15,682

Balance as of September 30, 2025	$	1,319		$	(5,038)		$	(3,719)


	Cash Flow Hedges		****	Foreign Currency Translation		****	Total
Balance as of January 1, 2024	$	1,662		$	(12,996)		$	(11,334)

Other comprehensive (loss) income		(1,156)			2,061			905
Income taxes		1,257			(55)			1,202
Reclassifications to:
Revenue		(1,549)						(1,549)
Cost of sales		(963)						(963)
Interest expense		(1,656)						(1,656)
Net other comprehensive (loss) income		(4,067)			2,006			(2,061)

Balance as of September 30, 2024	$	(2,405)		$	(10,990)		$	(13,395)

Table of Contents 16. Subsequent Events.

On October 3, 2025, (i) Fred P. Lampropoulos resigned as Chief Executive Officer and President of Merit and transitioned his employment to the role of Executive Chairman and (ii) Merit's Board of Directors appointed Martha G. Aronson as Merit's new Chief Executive Officer and President. The Board of Directors also voted to expand the number of directors on Merit’s Board of Directors from ten to eleven and to appoint Ms. Aronson as a director. In connection with Ms. Aronson's appointment, the Company granted to Ms. Aronson (x) restricted stock units representing 19,594 shares of Common Stock with a three-year vesting period and (y) Performance Stock Units representing up to 73,478 shares of Common Stock, subject to Merit’s financial and market performance relative to specified targets, which will be released at the end of the performance period.

On October 15, 2025, we entered into an Asset Purchase Agreement (the “Pentax Agreement”) with Pentax of America, Inc., a subsidiary of PENTAX® Medical, Inc., to acquire the C2 CryoBalloon™ device and related technology for total cash consideration of $22 million (collectively, the “Pentax Acquisition”). The closing of the proposed transaction is expected to occur during the fourth quarter of 2025, subject to the satisfaction or waiver (in accordance with the provisions of the Pentax Agreement) of certain customary closing conditions. The total purchase consideration consists of a $19 million cash payment at closing and potential contingent payments of up to $3 million payable upon meeting certain milestones. We are currently evaluating the accounting treatment of the Pentax Acquisition, as well as performing the valuation of the assets acquired and the related purchase price allocation.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related condensed notes thereto, which are included in Part I of this report. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to inherent risks and uncertainties that may adversely impact our operations and financial results. These risks and uncertainties are discussed in Part I, Item 1A “Risk Factors” in the 2024 Annual Report on Form 10-K and in Part II, Item 1A “Risk Factors” in this report and in our Quarterly Reports on Form 10-Q for each of the quarters ended March 31, 2025 and June 30, 2025.

OVERVIEW

We are a leading manufacturer and marketer of proprietary medical devices used in interventional, diagnostic and therapeutic procedures, particularly in cardiology, radiology, oncology, critical care and endoscopy. Our cardiovascular segment consists of four product categories: peripheral intervention, cardiac intervention, custom procedural solutions, and OEM. Within these product categories, we sell a variety of products, including cardiology and radiology devices (which assist in diagnosing and treating coronary arterial disease, peripheral vascular disease and other non-vascular diseases), as well as embolotherapeutic, cardiac rhythm management, electrophysiology, critical care, breast cancer localization and guidance, biopsy, and interventional oncology and spine devices. Our endoscopy segment consists of gastroenterology and pulmonology devices which assist in the palliative treatment of expanding esophageal, tracheobronchial and biliary strictures.

For the three-month period ended September 30, 2025, we reported sales of $384.2 million, an increase of $44.3 million or 13.0% compared to sales for the three-month period ended September 30, 2024 of $339.8 million. For the nine-month period ended September 30, 2025, we reported sales of $1,122.0 million, an increase of $120.6 million or 12.0% compared to sales for the nine-month period ended September 30, 2024 of $1,001.4 million. Foreign currency fluctuations (net of hedging) increased our net sales by $1.9 million and $0.8 million for the three and nine-month periods ended September 30, 2025, respectively, assuming applicable foreign exchange rates in effect during the comparable prior-year periods.

Gross profit as a percentage of sales increased to 48.5% for the three-month period ended September 30, 2025 compared to 46.4% for the three-month period ended September 30, 2024. Gross profit as a percentage of sales increased to 48.4% for the nine-month period ended September 30, 2025 compared to 47.0% for the nine-month period ended September 30, 2024. 33

Table of Contents Net income for the three-month period ended September 30, 2025 was $27.8 million, or $0.46 per share, compared to net income of $28.4 million, or $0.48 per share, for the three-month period ended September 30, 2024. Net income for the nine-month period ended September 30, 2025 was $90.5 million, or $1.49 per share, compared to net income of $92.4 million, or $1.57 per share, for the nine-month period ended September 30, 2024.

Recent Developments and Trends

In addition to the trends identified in the 2024 Annual Report on Form 10-K under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Overview,” our business in 2025 has been impacted, and we believe will continue to be impacted, by the following recent developments and trends:

●	Our revenue results during the three-month period ended September 30, 2025 were driven primarily by demand in the U.S. and favorable sales trends in each of our international regions.
●	As of September 30, 2025, we had cash, cash equivalents, and restricted cash of $394.6 million and net available borrowing capacity under our Fourth A&R Credit Agreement of approximately $697 million.
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●	The United States recently announced changes to its trade policies, including increasing tariffs on imports, in some cases significantly, and potentially negotiating or terminating existing trade agreements. These actions have prompted retaliatory tariffs and other measures by a number of countries. While the long-term effects remain uncertain, we continue to closely monitor the evolving trade policy environment which presents a mix of impacts, including, among other impacts, the potential for increased production costs and higher pricing to our customers, any of which could negatively affect our business, results of operations and financial condition.
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RESULTS OF OPERATIONS

The following table sets forth certain operational data as a percentage of sales for the periods indicated:


	****	Three Months Ended					Nine Months Ended
		September 30,					September 30,
	****	2025	****	2024	****	****	2025	****	2024	****
Net sales		100	%	100	%		100	%	100	%
Gross profit		48.5		46.4			48.4		47.0
Selling, general and administrative expenses		31.2		29.3			30.3		28.8
Research and development expenses		6.2		6.0			6.3		6.2
Contingent consideration expense		0.0		0.0			0.1		0.0
Income from operations		11.1		11.0			11.6		11.9
Other expense — net		(1.1)		(0.2)			(0.9)		(0.2)
Income before income taxes		10.0		10.8			10.7		11.7
Net income		7.2		8.4			8.1		9.2

Table of Contents Sales

Sales for the three-month period ended September 30, 2025 increased by 13.0%, or $44.3 million, compared to the corresponding period in 2024. Sales for nine-month period ended September 30, 2025 increased by 12.0%, or $120.6 million, compared to the corresponding period in 2024. Listed below are the sales by product category within each of our reportable segments for the three and nine-month periods ended September 30, 2025 and 2024 (in thousands, other than percentage changes):


	****			Three Months Ended								Nine Months Ended
	****			September 30,								September 30,
	****	% Change	****	2025		****	2024*		****	% Change	****	2025		****	2024*
Cardiovascular
Peripheral Intervention		8.8	%	$	144,781		$	133,083		6.9	%	$	424,907		$	397,535
Cardiac Intervention		29.3	%		116,682			90,240		21.2	%		331,674			273,723
Custom Procedural Solutions		7.3	%		54,136			50,455		4.4	%		155,712			149,110
OEM		3.6	%		50,826			49,077		9.2	%		156,870			143,676
Total		13.5	%		366,425			322,855		10.9	%		1,069,163			964,044

Endoscopy
Endoscopy Devices		4.4	%		17,732			16,990		41.5	%		52,807			37,312

Total		13.0	%	$	384,157		$	339,845		12.0	%	$	1,121,970		$	1,001,356

*Commencing January 1, 2025, we reorganized our sales teams and product categories to include revenues from the sale of our spine devices under our OEM product category. Revenue figures for 2024 have been recast to reflect this realignment of our portfolio of spine products, representing approximately $5.7 million and $16.7 million in revenue for the three and nine-month periods ended September 30, 2024, within the OEM product category to provide comparability between the reported periods.

Cardiovascular Sales. Our cardiovascular sales for the three-month period ended September 30, 2025 were $366.4 million, up 13.5% when compared to the corresponding period of 2024 of $322.9 million. Sales for the three-month period ended September 30, 2025 were favorably affected by increased sales of:

(a)	Peripheral intervention products, which increased by $11.7 million, or 8.8%, from the corresponding period of 2024. This increase was driven primarily by increased sales of our embolotherapy, access, delivery systems and angiography products.
(b)	Cardiac intervention products, which increased by $26.4 million, or 29.3%, from the corresponding period of 2024. This increase was driven primarily by $10.7 million in sales associated with products acquired from Cook in November 2024, $5.3 million in sales associated with products acquired in connection with the Biolife Merger in May 2025 and increased sales of our intervention, cardiac rhythm management/electrophysiology (“CRM/EP”), access and angiography products.
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(c)	OEM products, which increased by $1.7 million, or 3.6%, from the corresponding period of 2024. This increase was driven primarily by increased sales of our CRM/EP and angiography products, offset partially by decreased sales of our access products.
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(d)	Custom procedural solutions products, which increased by $3.7 million, or 7.3%, from the corresponding period of 2024. This increase was driven primarily by increased sales of our kits.
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Our cardiovascular sales for the nine-month period ended September 30, 2025 were $1,069.2 million, up 10.9% when compared to the corresponding period of 2024 of $964.0 million. Sales for the nine-month period ended September 30, 2025 were favorably affected by increased sales of:

(a)	Peripheral intervention products, which increased by $27.4 million, or 6.9%, from the corresponding period of 2024. This increase was driven primarily by increased sales of our embolotherapy, access, delivery systems, radar localization and drainage products.
(b)	Cardiac intervention products, which increased by $58.0 million, or 21.2%, from the corresponding period of 2024. This increase was driven primarily by $30.1 million in sales associated with products acquired from Cook in November 2024, $6.6 million in sales associated with products acquired in connection with the Biolife Merger
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Table of Contents

in May 2025 and increased sales of our intervention, CRM/EP, angiography, access and fluid management products.
(c)	OEM products, which increased by $13.2 million, or 9.2%, from the corresponding period of 2024. This increase was driven primarily by increased sales of our intervention, CRM/EP and angiography products as well as our kits, offset partially by decreased sales of our coated tube and wire products.
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(d)	Custom procedural solutions products, which increased by $6.6 million, or 4.4%, from the corresponding period of 2024. This increase was driven primarily by increased sales of our critical care products as well as our kits and trays.
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Endoscopy Sales. Our endoscopy sales for the three-month period ended September 30, 2025 were $17.7 million, up 4.4% when compared to sales in the corresponding period of 2024 of $17.0 million. Sales for the three-month period ended September 30, 2025 compared to the corresponding period in 2024 were favorably affected by increased sales of our EsophyX® Z+ device and ReSolve Thoracostomy Trays.

Our endoscopy sales for the nine-month period ended September 30, 2025 were $52.8 million, up 41.5% when compared to sales in the corresponding period of 2024 of $37.3 million. Sales for the nine-month period ended September 30, 2025 compared to the corresponding period in 2024 were favorably affected by increased sales of our EsophyX® Z+ device acquired from EGS in July 2024.

Geographic Sales

Listed below are sales by geography for the three and nine-month periods ended September 30, 2025 and 2024 (in thousands, other than percentage changes):


	****			Three Months Ended								Nine Months Ended
	****			September 30,								September 30,
	****	% Change	****	2025		****	2024		****	% Change	****	2025		****	2024
United States		11.7	%	$	230,597		$	206,492		14.3	%	$	671,243		$	587,250
International		15.2	%		153,560			133,353		8.8	%		450,727			414,106
Total		13.0	%	$	384,157		$	339,845		12.0	%	$	1,121,970		$	1,001,356

United States Sales. U.S. sales for the three-month period ended September 30, 2025 were $230.6 million, or 60.0% of net sales, up 11.7% when compared to the corresponding period of 2024. The increase in our domestic sales for the three-month period ended September 30, 2025, compared to the corresponding period of 2024 was driven primarily by our U.S. Direct and OEM businesses.

U.S. sales for the nine-month period ended September 30, 2025 were $671.2 million, or 59.8%% of net sales, up 14.3% when compared to the corresponding period of 2024. The increase in our domestic sales for the nine-month period ended September 30, 2025, compared to the corresponding period of 2024 was driven primarily by our U.S. Direct, OEM and Endoscopy businesses.

International Sales. International sales for the three-month period ended September 30, 2025 were $153.6 million, or 40.0% of net sales, up 15.2% when compared to the corresponding period of 2024 of $133.4 million. The increase in our international sales for the three-month period ended September 30, 2025, compared to the corresponding period of 2024 included increased sales in our Rest of World (“ROW”) operations of $2.7 million or 18.5%, our Europe, the Middle East and Africa (“EMEA”) operations of $13.1 million or 22.3% and our Asia Pacific (“APAC”) operations of $4.5 million or 7.4%.

International sales for the nine-month period ended September 30, 2025 were $450.7 million, or 40.2% of net sales, up 8.8% when compared to the corresponding period of 2024 of $414.1 million. The increase in our international sales for the nine-month period ended September 30, 2025, compared to the corresponding period of 2024 included increased sales in our ROW operations of $7.0 million or 16.7%, our EMEA operations of $25.6 million or 14.1% and our APAC operations of $3.9 million or 2.1%. 36

Table of Contents Gross Profit

Our gross profit as a percentage of sales increased to 48.5% for the three-month period ended September 30, 2025, compared to 46.4% for the three-month period ended September 30, 2024. Our gross profit as a percentage of sales increased to 48.4% for the nine-month period ended September 30, 2025, compared to 47.0% for the nine-month period ended September 30, 2024. The increase in gross profit percentage for the three and nine-month periods ended September 30, 2024 was primarily due to an increase in sales combined with favorable changes in product mix, partially offset by higher intangible amortization expense as a percentage of sales associated with acquisitions.

Operating Expenses

Selling, General and Administrative Expense. Selling, general and administrative (“SG&A”) expenses increased $20.2 million, or 20.2%, for the three-month period ended September 30, 2025 compared to the corresponding period of 2024. As a percentage of sales, SG&A expenses were 31.2% for the three-month period ended September 30, 2025, compared to 29.3% for the corresponding period of 2024. SG&A expenses increased $51.7 million, or 17.9%, for the nine-month period ended September 30, 2025 compared to the corresponding period of 2024. As a percentage of sales, SG&A expenses were 30.3%% for the nine-month period ended September 30, 2025, compared to 28.8%% for the corresponding period of 2024. For the three and nine-month periods ended September 30, 2025, SG&A expenses increased compared to the corresponding period of 2024, primarily due to an increase in labor-related costs including (i) variable compensation associated with performance-based bonus programs, commissions associated with sales growth, as well as an increase in expense associated with both performance and non-performance based equity awards; and (ii) headcount additions to support investment in the business and growth from acquisitions, including those in connection with the Cook Transaction and the Biolife Merger.

Research and Development Expenses. Research and development (“R&D”) expenses for the three-month period ended September 30, 2025 were $24.0 million, up 16.8%, when compared to R&D expenses in the corresponding period of 2024 of $20.5 million. R&D expenses for the nine-month period ended September 30, 2025 were $70.8 million, up 13.7%, when compared to R&D expenses in the corresponding period of 2024 of $62.3 million. For the three and nine-month periods ended September 30, 2025, R&D expenses increased compared to the corresponding periods of 2024 primarily due to increased regulatory costs and clinical trials.

Contingent Consideration Expense. For the three and nine-month periods ended September 30, 2025, we recognized contingent consideration expense from changes in the estimated fair value of our contingent consideration obligations stemming from our previously disclosed business acquisitions of $0.0 million and $1.2 million, compared to contingent consideration expense of $0.1 million and $0.3 million for the three and nine-month periods ended September 30, 2024. Expense in each period related to changes in the probability and timing of achieving certain revenue and operational milestones, as well as expense for the passage of time.

Operating Income

The following table sets forth our operating income by financial reporting segment for the three and nine-month periods ended September 30, 2025 and 2024 (in thousands):


		Three Months Ended						Nine Months Ended
		September 30,						September 30,
	****	2025		****	2024		****	2025		****	2024
Operating Income
Cardiovascular		$	37,778		$	37,555		$	117,560		$	113,374
Endoscopy			4,834			(294)			12,965			5,755
Total operating income		$	42,612		$	37,261		$	130,525		$	119,129

Cardiovascular Operating Income. Our cardiovascular operating income for the three-month period ended September 30, 2025 was $37.8 million, compared to cardiovascular operating income in the corresponding period of 2024 of $37.6 million. The increase in cardiovascular operating income during the three-month period ended September 30, 2025 compared to the corresponding period of 2024 was primarily a result of increased sales ($366.4 million compared to $322.9 million) and gross margin, partially offset by increases in SG&A and R&D expenses. 37

Table of Contents Our cardiovascular operating income for the nine-month period ended September 30, 2025 was $117.6 million, compared to cardiovascular operating income in the corresponding period of 2024 of $113.4 million. The increase in cardiovascular operating income during the nine-month period ended September 30, 2025 compared to the corresponding period of 2024 was primarily a result of increased sales ($1,069.2 million compared to $964.0 million) and gross margin, partially offset by increased SG&A, R&D and contingent consideration expenses.

Endoscopy Operating Income (Loss). Our endoscopy operating income for the three-month period ended September 30, 2025 was $4.8 million, compared to endoscopy operating loss of $(0.3) million for the corresponding period of 2024. The increase in endoscopy operating income for the three-month period ended September 30, 2025 compared to the corresponding period of 2024 was primarily a result of increased sales and gross margin and decreased SG&A expenses associated with reduced restructuring and integration costs from the acquisition of EGS in July 2024.

Our endoscopy operating income for the nine-month period ended September 30, 2025 was $13.0 million, compared to endoscopy operating income of $5.8 million for the corresponding period of 2024. The increase in endoscopy operating income for the nine-month period ended September 30, 2025 compared to the corresponding period of 2024 was primarily a result of increased sales and gross margin, partially offset by increased SG&A expenses associated with higher labor related costs due to headcount additions in connection with the EGS Acquisition.

Other Expense – Net

Our other expense for the three months ended September 30, 2025 and 2024 was $4.1 million and $0.6 million, respectively. Our other expense for the nine-month periods ended September 30, 2025 and 2024 was $10.6 million and $2.3 million, respectively. The increase in other expense for the three and nine-month periods ended September 30, 2025 compared to the corresponding periods of 2024 were primarily related to decreased interest income associated with reduced cash and cash equivalent balances, partially offset by a decrease in interest expense as a result of having no outstanding amounts due under our Amended Fourth A&R Credit Agreement for the three and nine-month periods ended September 30, 2025.

Effective Tax Rate

Net Income

Our net income for the three-month periods ended September 30, 2025 and 2024 was $27.8 million and $28.4 million, respectively. The decrease in our net income for the three-month period ended September 30, 2025 was the result of several principal factors, including increased SG&A and R&D expenses, other expenses, and income tax expense, partially offset by increased sales and gross margin.

Our net income for the nine-month periods ended September 30, 2025 and 2024 was $90.5 million and $92.4 million, respectively. The decrease in our net income for the nine-month period ended September 30, 2025 was the result of several principal factors, including increased SG&A and R&D expenses, contingent consideration expense, other expenses, and income tax expense, partially offset by increased sales and gross margin.

Table of Contents LIQUIDITY AND CAPITAL RESOURCES

Capital Commitments, Contractual Obligations and Cash Flows

As of September 30, 2025 and December 31, 2024, our current assets exceeded current liabilities by $755.1 million and $707.4 million, respectively, and we had cash, cash equivalents and restricted cash of $394.6 million and $378.8 million, respectively, of which $72.5 million and $50.6 million, respectively, were held by foreign subsidiaries. We currently believe future repatriation of cash and other property held by our foreign subsidiaries will generally not be subject to U.S. federal income tax. As a result, we are not permanently reinvested with respect to our historic unremitted foreign earnings. In addition, cash held by our subsidiary in China is subject to local laws and regulations that require government approval for the transfer of such funds to entities located outside of China. As of September 30, 2025, and December 31, 2024, we had cash, cash equivalents and restricted cash of $25.8 million and $18.1 million, respectively, within our subsidiary in China.

Cash flows provided by operating activities . We generated cash from operating activities of $198.9 million and $152.1 million during the nine-month periods ended September 30, 2025 and 2024, respectively. Significant factors affecting operating cash flows during these periods included:

●	Net income was $90.5 million and $92.4 million for the nine-month periods ended September 30, 2025 and 2024, respectively.
●	Depreciation and amortization was approximately $91.6 million and $74.1 million for the nine-month periods ended September 30, 2025 and 2024, respectively. The increase in depreciation and amortization for the nine-month period ended September 30, 2025 was primarily associated with the amortization of developed technology and other intangible assets acquired from EGS and Cook, and in connection with the Biolife Merger.
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●	Stock-based compensation expense was $33.6 million and $19.0 million for the nine-month periods ended September 30, 2025 and 2024, respectively. The increase in stock-based compensation expense during 2025 is primarily associated with the increase in the Company’s stock price and grants of restricted stock units.
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●	Cash used for inventories was approximately $15.1 million and $2.8 million for the nine-month periods ended September 30, 2025 and 2024, respectively. The increase in inventories during 2025 was principally associated with our strategy to proactively invest in our inventory balances to encourage high customer service levels, as well as to build bridge inventory for production line transfers and increases in safety stock due to vendor supply delays.
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●	Cash provided by (used for) trade payables was $3.4 million and $(6.5) million for the nine-month periods ended September 30, 2025 and 2024, respectively, due primarily to the timing of payments.
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Cash flows used in investing activities. We used cash in investing activities of $197.1 million and $154.2 million for the nine-month periods ended September 30, 2025 and 2024, respectively. We used cash for capital expenditures of property and equipment of $57.3 million and $31.7 million in the nine-month periods ended September 30, 2025 and 2024, respectively. Capital expenditures in each period were primarily related to investments in property and equipment to support development and production of our products, and in 2025 includes costs for the construction of a new distribution facility in South Jordan, Utah. Historically, we have incurred significant expenses in connection with facility construction, production automation, product development and the introduction of new products. We anticipate that we will spend approximately $90 to $100 million in 2025 for property and equipment.

Cash outflows for the acquisition of equity investments and issuance of notes receivable were $14.9 million and $10.2 million for the nine-month periods ended September 30, 2025 and 2024, respectively. Cash outflows invested in acquisitions were $122.8 million for the nine-month period ended September 30, 2025 and were primarily related to the Biolife Merger in May 2025. Cash outflows invested in acquisitions were $110.2 million for the nine-month period ended September 30, 2024 and were primarily related to the EGS Acquisition in July 2024 and the initial payment for the acquisition of assets from SSI and a deferred payment for the acquisition of assets from Restore Endosystems. 39

Table of Contents Cash flows provided by (used in) financing activities. Cash provided by (used in) financing activities for the nine-month periods ended September 30, 2025 and 2024 was $10.9 million and $(62.4) million, respectively. For the nine-month period ended September 30, 2024, we had cash used in financing activities primarily attributable to repayment of net borrowings under our Amended Fourth A&R Credit Agreement in an aggregate amount of $76.1 million. We had cash proceeds from the issuance of Common Stock of $13.6 million and $13.8 million, net of taxes paid in exchange for common stock, for the nine-month periods ended September 30, 2025 and 2024, respectively, related to the exercise of non-qualified stock options.

As of September 30, 2025, we had outstanding borrowings of $747.5 million and had issued letter of credit guarantees of $3.0 million, with additional available borrowings of approximately $697 million under the Amended Fourth A&R Credit Agreement, based on the maximum net leverage ratio and the aggregate revolving credit commitment pursuant to the Amended Fourth A&R Credit Agreement. Our interest rate as of September 30, 2025 and December 31, 2024 was a fixed rate of 3.0% on our Convertible Notes.

We currently believe that our existing cash balances, anticipated future cash flows from operations and borrowings under our long-term debt agreements will be adequate to fund our current and currently planned future operations for the next twelve months and the foreseeable future. In the event we pursue and complete significant transactions or acquisitions in the future, additional funds may be required to meet our strategic needs, which may require us to raise additional funds in the debt or equity markets.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial results are affected by the selection and application of accounting policies and methods. In the nine-month period ended September 30, 2025 there were no changes to the application of critical accounting policies previously disclosed in Part II, Item 7 of our 2024 Annual Report on Form 10-K. 40

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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, among others:

•	statements preceded or followed by, or that include the words, “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “intends,” “seeks,” “believes,” “estimates,” “projects,” “forecasts,” “potential,” “target,” “continue,” “upcoming,” “optimistic” or other forms of these words or similar words or expressions, or the negative thereof or other comparable terminology;
•	statements that address our future operating performance or events or developments that we expect or anticipate will occur, including, without limitation, any statements regarding our projected earnings, revenues or other financial measures, our plans and objectives for future operations, our proposed new products or services, the integration, development or commercialization of the business or any assets acquired from other parties, future economic conditions or performance, the implementation of, and results which may be achieved through, Merit’s Continued Growth Initiatives Program or other business optimization initiatives, and any statements of assumptions underlying any of the foregoing; and
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•	statements regarding our past performance, efforts, or results about which inferences or assumptions may be made, including statements proceeded or followed by the words "preliminary," "initial," "potential," "possible," "diligence," "industry-leading," "compliant," "indications," or "early feedback" or other forms of these words or similar words or expressions, or the negative thereof or other comparable terminology.
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The forward-looking statements contained in this report are based on our management’s current expectations and assumptions regarding future events or outcomes. If underlying expectations or assumptions prove inaccurate, or risks or uncertainties materialize, actual results will likely differ, and could differ materially, from our expectations reflected in any forward-looking statements. Financial estimates are subject to change and are not intended to be relied upon as predictions of future operating results. Investors are cautioned not to unduly rely on any such forward-looking statements.

The following are some of the important risks and uncertainties that could cause Merit’s actual results to differ from management’s expectations in any forward-looking statements: risks and uncertainties associated with consequences of Merit’s executive succession planning activities and leadership transition; risks and uncertainties regarding trade policies or related actions implemented by the U.S. or other countries, including existing, proposed or prospective tariffs, duties or other measures; risks and uncertainties associated with Merit’s proposed acquisition of the C2 CryoBalloon device and related assets from Pentax of America, Inc., the possibility that Merit may not complete the proposed acquisition and, if the acquisition is completed, Merit’s integration of the acquired products and Merit’s ability to achieve projected financial results, product development and other projected benefits of the proposed acquisition; risks and uncertainties associated with Merit’s integration of the Biolife business and operations and its ability to achieve financial results, product development and other anticipated benefits of such acquisition; risks and uncertainties associated with Merit’s integration of products acquired in the Cook Transaction and Merit’s ability to achieve anticipated financial results, product development and other anticipated benefits of such acquisition; effects of the Convertible Notes on Merit’s net income and earnings per share performance; disruptions in Merit’s supply chain, manufacturing or sterilization processes; U.S. and global political, economic, competitive, reimbursement and regulatory conditions, including the ongoing “shutdown” of the United States government; modification or limitation of, or policies and procedures associated with, governmental or private insurance reimbursement policies; reduced availability of, and price increases associated with, components and other raw materials; increases in transportation expenses; risks relating to Merit’s potential inability to successfully manage growth through acquisitions generally, including the inability to effectively integrate acquired operations or products or commercialize technology developed internally or acquired through completed, proposed or future transactions; fluctuations in interest or foreign currency exchange rates and inflation; cybersecurity events; government scrutiny and regulation of the medical device industry; difficulties relating to development, testing and regulatory approval, clearance and maintenance of Merit’s products; the safety, efficacy and patient and physician adoption of Merit’s products; the ability to fully enroll and the outcomes of ongoing and future clinical trials and market studies relating to Merit’s products; litigation and other judicial proceedings affecting Merit; consequences associated with a Corporate Integrity Agreement 41

Table of Contents executed between Merit and the U.S. Department of Justice; failure to comply with U.S. and foreign laws and regulations; restrictions on Merit’s liquidity or business operations resulting from its debt agreements; infringement of Merit’s technology or the assertion that Merit’s technology infringes the rights of other parties; product recalls and product liability claims; potential for significant adverse changes in governing regulations; changes in tax laws and regulations in the United States or other jurisdictions or exposure to additional tax liabilities which may adversely affect Merit’s effective tax rate; termination of relationships with Merit’s suppliers, or failure of such suppliers to perform; development of new products and technology that could render Merit’s existing or future products obsolete; market acceptance of new products; failure to comply with applicable environmental laws; changes in key personnel; labor shortages and increases in labor costs; price and product competition; extreme weather events; and geopolitical events. For a further discussion of the risks and uncertainties and other factors affecting our business, see Part I, Item 1A. “Risk Factors” in our 2024 Annual Report on Form 10-K filed with the SEC, which we (i) updated in Part II, Item 1A. “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, (ii) updated in Part II, Item 1A. “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, and (iii) updated in Part II, Item 1A. “Risk Factors” in this report.

All subsequent forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. All forward-looking statements included in this report are made as of the date hereof and are based on information available to us as of such date. We assume no obligation to update any forward-looking statement. If we do update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections.

NOTICE REGARDING TRADEMARKS

This report includes trademarks, tradenames and service marks that are our property or the property of others. Solely for convenience, such trademarks and tradenames sometimes appear without any “™” or “®” symbol. However, failure to include such symbols is not intended to suggest, in any way, that we will not assert our rights or the rights of any applicable licensor, to these trademarks and tradenames.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and qualitative disclosures about currency exchange rate risk and interest rate risk are included in Part II, Item 7A "Quantitative and Qualitative Disclosures About Market Risk" in the 2024 Annual Report on Form 10-K. In the nine-month period ended September 30, 2025, there were no material changes from the information provided therein. 42

Table of Contents ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate disclosure controls and procedures for our company. Consequently, our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of September 30, 2025. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

Except as set forth below, during the nine-month period ended September 30, 2025, there were no changes in our internal control over financial reporting that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934).

On May 20, 2025, we completed the Biolife Merger. We are currently integrating the policies, processes, employees, technology and operations of Biolife. Management does not currently expect a material change to our internal controls over financial reporting as we fully integrate Biolife. Management will continue to evaluate our internal control over financial reporting as we execute acquisition integration activities.

Table of Contents PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 10, Commitments and Contingencies set forth in the notes to our consolidated financial statements included in Part I, Item 1 of this report.

ITEM 1A. RISK FACTORS

In addition to other information set forth in this report, readers should carefully consider the factors discussed in Part I, Item 1A. "Risk Factors" of our 2024 Annual Report on Form 10-K, as updated and supplemented below and in our Quarterly Reports on Form 10-Q for each of the quarters ended March 31, 2025 and June 30, 2025, which we filed with the SEC. Any of the risk factors disclosed in our reports could materially affect our business, financial condition or future results. The risks described here and in our 2024 Annual Report on Form 10-K, as updated and supplemented, are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results. The discussion of the risk factors below updates the corresponding disclosure under the same heading in the 2024 Annual Report on Form 10-K and may contain material changes to the corresponding risk factor discussion in our 2024 Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q for each of the quarters ended March 31, 2025 and June 30, 2025.

If we are unable to effectively execute our leadership succession plans and attract, develop and retain key employees, our business and results of operations could be harmed.

Effective succession planning is critical to our long-term success. Failure to ensure the transfer of knowledge and smooth transitions involving executives and other key employees could hinder our strategic planning and execution. Changes in our management team may be disruptive to our business, and any failure to successfully integrate key new hires or promote employees could adversely affect our operations.

As we previously announced, effective October 3, 2025, (i) Fred Lampropoulos resigned as Chief Executive Officer and President of Merit and transitioned his employment to the role of Executive Chairman and (ii) Merit’s Board of Directors appointed Martha G. Aronson as a Director and as Merit’s new Chief Executive Officer and President. We expect Mr. Lampropoulos to serve as Executive Chairman until January 3, 2026, and to continue to serve as a director and Chairman of the Board thereafter. While we seek to manage this leadership transition carefully, changes in leadership are inherently difficult and may negatively impact relationships with key customers, suppliers, investors and employees, cause operational or administrative inefficiencies or disruptions, distract from the achievement of our strategic business objectives, harm our workplace culture, result in loss of institutional knowledge, cause additional volatility in our stock price, or other adverse consequences resulting from the anticipated transition, the occurrence of any of which could have a materially adverse effect on our business.

We do not maintain key man life insurance on Mr. Lampropoulos or Ms. Aronson. The loss of Mr. Lampropoulos, Ms. Aronson, or of certain other key management personnel, could have a materially adverse effect on our business, operations and financial condition.

Our ability to compete effectively depends on our ability to attract, develop and retain executives and key employees. The market for experienced and talented employees, particularly for persons with certain technical competencies, is highly competitive. Inflationary pressures, labor demand and shortages and other macroeconomic factors have increased and could further increase the cost of labor, particularly in Mexico, and could harm our ability to recruit, hire and retain talented employees. Further, if we are unable to maintain (i) competitive and equitable compensation and benefit programs, including incentive programs which reward financial and operational performance, and (ii) an inclusive work culture that aligns our workforce with our mission and values, our ability to recruit, hire, develop, engage, motivate and retain talented and experienced employees could be negatively affected, which could adversely impact our operating results and financial condition. 44

Table of Contents ITEM 5. OTHER INFORMATION

None of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K, during the three-month period ended September 30, 2025. 45

Table of Contents ITEM 6. EXHIBITS ****

Exhibit No.		Description
3.1		Second Amended and Restated Articles of Incorporation.*
3.2		Fourth Amended and Restated Bylaws.*
10.1		Chief Executive Officer Employment Agreement, dated October 3, 2025, by and between Merit Medical Systems, Inc. and Martha G. Aronson.†
10.2		Performance Stock Unit Award Agreement (Three Year Performance Period), dated October 3, 2025, by and between Merit Medical Systems, Inc. and Martha G. Aronson.†
10.3		Restricted Stock Unit Award Agreement, dated October 3, 2025, by and between Merit Medical Systems, Inc. and Martha G. Aronson.†
10.4		CEO Transition Agreement, dated October 3, 2025, by and between Merit Medical Systems, Inc. and Fred P. Lampropoulos.†
10.5		Employment Agreement, dated September 1, 2025, by and between Merit Medical Systems, Inc. and Christian Adam Smith.†
10.6		Indemnification Agreement, dated September 1, 2025, by and between Merit Medical Systems, Inc. and Christian Adam Smith.†
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		The following financial information from the quarterly report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) related Condensed Notes to the Unaudited Consolidated Financial Statements, tagged in detail.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

* These exhibits are incorporated herein by reference.

† Indicates management contract or compensatory plan or arrangement.

Table of Contents

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, thereunto duly authorized.


	MERIT MEDICAL SYSTEMS, INC.

Date: October 30, 2025	By:	/s/ MARTHA G. ARONSON
		Martha G. Aronson
		Chief Executive Officer and President

Date: October 30, 2025	By:	/s/ RAUL PARRA
		Raul Parra
		Chief Financial Officer and Treasurer

Exhibit 10.1

Exhibit 10.2

Exhibit 10.3

Exhibit 10.4

Exhibit 10.5

EMPLOYMENT AGREEMENT<br>THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into by and between Merit<br>Medical Systems, Inc., a Utah corporation (the "Company"), and Christian Adam Smith (the "Executive"),<br>effective September 1, 2025.<br>RECITALS:<br>WHEREAS, the Executive currently serves as an executive employee of the Company; and<br>WHEREAS, the Board of Directors of the Company (the "Board") has determined that it is in the<br>best interests of the Company and its shareholders to assure that the Company will have the continued<br>dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change in Control<br>(as defined below) of the Company;<br>WHEREAS, the Company and the Executive desire to enter into this Agreement as follows:<br>AGREEMENT:<br>NOW, THEREFORE, the above recitals are incorporated herein, and the Company and the Executive<br>hereby enter into this agreement as follows:<br>1. Certain Definitions. For purposes of this Agreement, the following terms shall have the<br>following meanings:<br>(a) "Affiliated Companies" means any corporation, partnership, limited liability<br>company or other business entity controlled by, controlling or under common control with the<br>Company. One entity shall be presumed to control another if it owns directly, or indirectly through<br>other Affiliated Companies, a majority of the outstanding voting equity interests of the other entity.<br>(b) "Cause" has the meaning set forth in Section 4(b).<br>(c) "Change in Control" means:<br>(i) The acquisition during any 12-month period in one or more integrated<br>transactions by any individual, entity or "group" (within the meaning of Section 13(d) or 14(d)(2) of the<br>Securities Exchange Act of 1934, as amended (the "Exchange Act"))(a "Person") of beneficial ownership<br>(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 30% of the<br>combined voting power of the then outstanding common stock and other voting securities of the<br>Company entitled to vote generally in the election of directors of the Company (the "Outstanding<br>Company Voting Securities");provided, however, that for purposes of this subsection (i), the following<br>acquisitions shall not constitute a Change in Control: (A) any acquisition by the Company, an employee<br>benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled<br>by the Company, or any corporation or other entity pursuant to a transaction which complies with<br>clauses (A) and (B) of subsection (iii) of this Section l(c); and (B) any acquisition which does also not<br>constitute a "change in effective control" of the Company within the meaning ofTreasury Regulation<br>Section 1.409A-3(i)(S)(vi)(A)(l);<br>(ii) The replacement during any 12-month period of a majority of the<br>directors serving on the Board by directors whose appointment or election is not endorsed by at least a<br>Employment Agreement<br>Page 1 of 18
majority of the Board immediately before the date of any such appointment or election; provided that<br>this subsection (ii) shall only apply to a change in the Board that constitutes a "change in effective<br>control" of the Company within the meaning of Treasury Regulation Section 1.409A-3(i)(S)(vi)(A)(2); and<br>(iii) The sale or other disposition of all or substantially all of the assets of<br>the Company (an "Asset Sale"), including a disposition by merger or consolidation, in a transaction that<br>also constitutes a "change in ownership of a substantial portion" of the Company's assets within the<br>meaning of Treasury Regulation Section 1.409A-3(i)(S)(vii); provided, however, that a transaction will<br>not constitute a Change in Control under this subsection (iii) if: (A) the beneficial owners of the<br>Outstanding Company Voting Securities immediately prior to such Asset Sale beneficially own, directly<br>or indirectly, 50% or more of the then outstanding shares of common stock and the combined voting<br>power ofthe then outstanding voting securities of the acquiror or resulting corporation in such Asset<br>Sale in substantially the same proportions as their ownership, immediately prior to such Asset Sale of<br>the Outstanding Company Voting Securities; and (B) no Person beneficially owns, directly or indirectly,<br>more than 30% of the combined voting power of the then outstanding voting securities of the acquiror<br>or resulting corporation except to the extent that such ownership existed prior to the Asset Sale.<br>For avoidance of doubt, no transaction or event will constitute a "Change in Control" under this<br>Agreement unless it also constitutes a "change in effective control" of the Company within the meaning<br>of Treasury Regulation Section 1.409A-3(i)(S)(vi) or a "change in ownership of a substantial portion" of<br>the Company's assets within the meaning of Treasury Regulation Section 1.409A-3(i)(S)(vii).<br>(d) "CIC Severance" has the meaning set forth in Section S(c).<br>(e) "Code" means the Internal Revenue Code of 1986, as amended.<br>(f) "Company" means Merit Medical Systems, Inc.<br>(g) "Confidential Information" is defined in Section 8{a).<br>(h) "Effective Date" means the date of this Agreement.<br>(i) "Employment Period" means the period commencing on the date of the prior<br>Agreement and continuing through the effective date of termination of Executive's employment as<br>provided below.<br>(j) "Executive" means the executive employee of the Company named in the first<br>introductory paragraph of this Agreement.<br>(k) "Executive Bonus Plan" means the Merit Medical Systems, Inc. 2019 Executive<br>Bonus Plan, as amended, and any successor annual bonus plan adopted by the Company for its<br>executive officers.<br>(I) "Good Reason" means (i) the Company's assignment to the Executive of any<br>duties inconsistent in any material respect with the Executive's position (including offices, titles and<br>reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a) of this<br>Agreement, or any other action by the Company which results in a material diminution in such position,<br>authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent<br>Employment Agreement<br>Page 2 of 18
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action not taken in bad faith and which is remedied by the Company promptly after receipt of notice<br>thereof given by the Executive; (ii) the Company's failure to comply with any of the provisions of Section<br>3(b) of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad<br>faith and which is remedied by the Company promptly after receipt of notice thereof given by the<br>Executive; (iii) the Company's requiring the Executive, without the Executive's consent, to be based at<br>any office or location other than as provided in Section 3(a)(i)(B) hereof or the Company's requiring the<br>Executive to travel on Company business to a substantially greater extent than required immediately<br>prior to the Effective Date; and (iv) any failure by the Company to comply with and satisfy Section 9(c) of<br>this Agreement.<br>(m) "Long-Term Incentive Awards" means all awards of long-term equity-based or<br>other incentive compensation (including stock options, restricted stock, restricted stock units and<br>performance awards) issued to the Executive under the Company's 2018 Long-Term Incentive Plan, as<br>amended (the "2018 LTIP"), and any successor equity-based incentive compensation plan adopted by<br>the Company which covers its executive officers.<br>(n) "Non-CIC Severance Benefit" is defined in Section 5(b)(iv).<br>(o) "Non-Solicit Period" is defined in section 8(c).<br>(p) "Separation from Service" means "separation from service" (as defined in<br>Treasury Regulation Section 1.409A-l(h) from the Company.<br>(q) "Severance Benefits" means collectively CIC Severance Benefits, Non-CIC<br>Severance Benefits or discretionary severance payable under Section 5(b)(iii), as applicable.<br>(r) "Three Week Salary Rate" means, as to the Executive, an amount equal to: (i)<br>the highest rate of Annual Base Salary payable to the Executive during the six month period ending on<br>his Date of Termination; divided by (ii) 17.333.<br>(s) "Treasury Regulation" means the regulations promulgated under the Code. Any<br>reference in this Agreement to a Treasury Regulation shall include such regulation as amended from<br>time to time and shall be deemed to incorporate herein the full text of such regulation.<br>(t) "Waiver" has the meaning set forth in Section 5(b)(iv).<br>(u) "Years of Service" means the Executive's number of full years of employment<br>with the Company from his original employment date with the Company through the effective date of<br>his termination of employment with the Company computed as follows: (i) the Executive will be credited<br>with one full year of employment for each 365 days of his employment with the Company (whether or<br>not consecutive, and disregarding intervening periods of non-employment by the Company); and (ii) a<br>resulting fractional year (less than 365 days) shall be rounded up or down, as applicable, to nearest full<br>year.<br>2. Employment. Subject to termination as provided below, the Company hereby agrees<br>to continue the Executive in its employ "at will", and the Executive hereby agrees to remain in the<br>employ of the Company "at will", subject to the terms and conditions of this Agreement. As an "at will"<br>Employment Agreement<br>Page 3 of 18
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employee, the Company may terminate the Executive's employment, and the Executive may resign<br>his/her employment with the Company, at any time and for any or no reason.<br>3. Terms of Employment.<br>(a) Position and Duties.<br>(i) During the Employment Period, the Executive's position and title shall<br>be Chief Commercial Officer. Notwithstanding the foregoing, upon a Change in Control: (A) the<br>Executive's position (including offices, titles and reporting requirements), authority, duties and<br>responsibilities shall be at least commensurate in all material respects with the most significant of those<br>held, exercised and assigned at any time during the 120-day period immediately preceding the effective<br>date of a Change in Control; and (B) the Executive's services shall be performed at the location where<br>the Executive was employed immediately preceding the Effective Date or any office or location less than<br>35 miles from such location.<br>(ii) During the Employment Period, and excluding any periods of vacation<br>and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention<br>and time during normal business hours to the business and affairs of the Company and, to the extent<br>necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's<br>reasonable best efforts to perform faithfully and efficiently such responsibilities. During the<br>Employment Period it shall not be a violation of this Agreement for the Executive to: (A) serve on<br>corporate, civic or charitable boards or committees, provided that the Executive obtains the Company's<br>prior, written consent, which will not be unreasonably withheld; (B) deliver lectures, fulfill speaking<br>engagements or teach at educational institutions; and (C) manage personal investments, so long as such<br>activities do not significantly interfere with the performance of the Executive's responsibilities as an<br>employee of the Company in accordance with this Agreement. It is expressly understood and agreed<br>that to the extent that any such activities the Executive has conducted prior to the effective date of a<br>Change in Control, the continued conduct of such activities (or the conduct of activities similar in nature<br>and scope thereto) subsequent to the effective date of the Change in Control shall not thereafter be<br>deemed to interfere with the performance of the Executive's responsibilities to the Company.<br>(b) Compensation.<br>(i) Base Salary. During the Employment Period the Executive shall receive<br>an annual base salary ("Annual Base Salary"), which shall be paid in equal monthly installments, at least<br>equal to the Executive's then current salary of $550,000 or such other amount as is authorized by the<br>Compensation Committee of the Board; provided, however that following a Change in Control, the<br>Executive's rate of Annual Base Salary for any fiscal year of the Company following the Change in Control<br>shall not be less than 12 times the highest monthly base salary paid or payable (including any base salary<br>which has been earned but deferred) to the Executive by the Company and its Affiliated Companies in<br>respect of the 12-month period immediately preceding the month in which the Change in Control<br>occurs. During the Employment Period, the Annual Base Salary shall be reviewed no more than 12<br>months after the last salary increase or decrease applicable to the Executive and thereafter at least<br>annually. Any increase or decrease in Annual Base Salary shall not serve to limit or reduce any other<br>obligation to the Executive under this Agreement.<br>Employment Agreement<br>Page 4 of 18
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(ii) Annual Bonus. In addition to Annual Base Salary, for each fiscal year of<br>the Company that ends during the Employment Period (a "Bonus Award Year") the Executive shall be<br>awarded an annual bonus (the "Annual Bonus") under the Company's Executive Bonus Plan in cash in<br>such amount as the Board determines in its sole discretion; provided that (A) no Annual Bonus shall be<br>payable for a particular Bonus Award Year unless the Executive is still employed by the Company on the<br>last day of the Bonus Award Year in question (or such earlier dater as the Annual Bonus is paid); and<br>(B) for any Company fiscal year ending on or after the effective date of a Change in Control, the Annual<br>Bonus shall be at least equal to the Executive's average annual cash bonus for the last three full 12-<br>month fiscal years ending prior to the Change in Control (or such lesser number of full fiscal years as the<br>Executive has completed with the Company, and annualized in the event that the Executive was not<br>employed by the Company for the whole of any such full 12-month Company fiscal year) (the "Average<br>Annual Bonus"). Each such Annual Bonus shall be paid to the Executive on such date as the Company's<br>Compensation Committee determines not later than the 15th day of the third month of the calendar<br>year immediately following the Bonus Award Year in which the Annual Bonus is earned, unless the<br>Executive shall elect to defer the receipt of such Annual Bonus pursuant to a non-qualified deferred<br>compensation plan maintained by the Company that complies with the requirements of Code<br>Section 409A. The Executive shall not be entitled to any Annual Bonus for a Bonus Award Year unless<br>the Executive remains employed by the Company through the earlier of the date the Annual Bonus is<br>paid or the last day of the Bonus Award Year in question.<br>(iii) Reserved.<br>(iv) Stock Incentive and Retirement Plans. During the Employment Period,<br>the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices,<br>policies and programs applicable generally to other peer executives of the Company and its Affiliated<br>Companies, including the 2018 LTIP. In no event shall such plans, practices, policies and programs<br>provide the Executive with incentive opportunities (measured with respect to both regular and special<br>incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities<br>and retirement benefit opportunities, in each case, materially less favorable, in the aggregate following<br>the effective date of a Change in Control, than the those provided by the Company and its Affiliated<br>Companies for the Executive under such plans, practices, policies and programs as in effect at any time<br>during the 120-day period immediately preceding the Change in Control or if more favorable to the<br>Executive, those provided generally at any time after the Change in Control to other peer executives of<br>the Company and its Affiliated Companies.<br>(v) Welfare Benefit Plans. During the Employment Period, the Executive<br>shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices,<br>policies and programs provided by the Company and its Affiliated Companies (including, without<br>limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel<br>accident insurance plans and programs for the Executive, the Executive's spouse and the Executive's<br>qualifying dependent children ) to the extent applicable generally to other peer executives of the<br>Company and its Affiliated Companies, but in no event shall such plans, practices, policies and programs<br>provide the Executive with benefits following a Change in Control which are materially less favorable, in<br>the aggregate, than the plans, practices, policies and programs in effect for the Executive at any time<br>during the 120-day period immediately preceding the Change in Control or, if more favorable to the<br>Executive, those provided generally at any time after the Change in Control to other peer executives of<br>the Company and its Affiliated Companies.<br>Employment Agreement<br>Page 5 of 18
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(vi) Expenses. During the Employment Period, the Executive shall be<br>entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in<br>accordance with the most favorable policies, practices and procedures of the Company and its Affiliated<br>Companies. In no event shall such policies, practices and procedures be materially less favorable, in the<br>aggregate, following a Change in Control than the policies, practices and procedures in effect for the<br>Executive at any time during the 120-day period immediately preceding the Change in Control or, if<br>more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer<br>executives of the Company and its Affiliated Companies. All such expense reimbursements shall be paid<br>promptly following submission for the applicable expense reimbursement requests and appropriate<br>substitution but in no event later than the end of the calendar year following the calendar year in which<br>the expense in question is incurred by the Executive. No reimbursement shall be exchanged or<br>liquidated for another benefit and the amount of expenses eligible for reimbursement in a particular<br>calendar year shall not affect the expense eligible for reimbursement in another taxable year.<br>(vii) Fringe Benefits. During the Employment Period, the Executive shall be<br>entitled to fringe benefits, including, without limitation, tax and financial planning services, payment of<br>club dues, and, if applicable, use of an automobile and payment of related expenses, in accordance with<br>the generally applicable plans, practices and programs of the Company for its executive employees. In<br>no event shall such policies and programs be materially less favorable following a Change in control than<br>the most favorable plans, practices, programs and policies of the Company and its Affiliated Companies<br>in effect for the Executive at any time during the 120-day period immediately preceding the Change in<br>Control or, if more favorable to the Executive, as in effect generally at any time thereafter with respect<br>to other peer executives of the Company and its Affiliated Companies.<br>(viii) Office and Support Staff. During the Employment Period, the<br>Executive shall be entitled to an office or offices of a size and with furnishings and other appointments,<br>and to exclusive personal secretarial and other assistance, generally provided to other executive officers<br>of the Company and its Affiliated Companies.<br>(ix) Vacation. During the Employment Period, the Executive shall be entitled<br>to paid vacation in accordance with the generally applicable plans, practices and programs of the<br>Company for its executive employees. In no event shall such policies and programs be materially less<br>favorable following a Change in Control than the most favorable plans, policies, programs and practices<br>of the Company and its Affiliated Companies as in effect for the Executive at any time during the 120-<br>day period immediately preceding the Change in Control or, if more favorable to the Executive, as in<br>effect generally at any time thereafter with respect to other peer executives of the Company and its<br>Affiliated Companies.<br>(x) Clawback Policy. Any provision herein to the contrary notwithstanding,<br>all amounts otherwise paid or payable to the Executive under this Agreement shall be subject to<br>recoupment or, if applicable, offset by the Company to the extent provided under the Company's<br>Executive Incentive Compensation Clawback Policy as adopted and amended from time to time by the<br>Compensation Committee of the Board.<br>4. Termination of Employment.<br>(a) Death or Disability. The Executive's employment shall terminate automatically<br>upon the Executive's death during the Employment Period. If the Company determines in good faith<br>that the Disability of the Executive has occurred during the Employment Period (pursuant to the<br>Employment Agreement<br>Page 6 of 18
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definition of Disability set forth below), it may give to the Executive written notice in accordance with<br>Section lO{b) of this Agreement of its intention to terminate the Executive's employment. In such<br>event, the Executive's employment with the Company shall terminate effective on the 30th day after<br>receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days<br>after such receipt, the Executive shall not have returned to full-time performance of the Executive's<br>duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the<br>Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of<br>incapacity due to mental or physical illness which is determined to be total and permanent by a<br>physician selected by the Company or its insurers and acceptable to the Executive or the Executive's<br>legal representative.<br>(b) By the Company for Cause. The Company may terminate the Executive's<br>employment at any time during the Employment Period for Cause to be effective on the applicable Date<br>of Termination set forth in Section 4(g). For purposes of this Agreement, "Cause" shall mean:<br>(i) the willful and continued failure of the Executive to perform<br>substantially all of the Executive's duties with the Company or one of its Affiliates (other than any such<br>failure results from incapacity due to physical mental illness), after a written demand for substantial<br>performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company<br>which specifically identifies the manner in which the Board or Chief Executive Officer believes that the<br>Executive has not substantially performed the Executive's duties,<br>(ii) the Executive willfully engaging in illegal conduct, intentional<br>misconduct or gross negligence which is materially and demonstrably injurious to the Company, or<br>(iii) the Executive's violation of written Company policies prohibiting<br>workplace discrimination, sexual harassment and alcohol or substance abuse.<br>For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered<br>"willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable<br>belief that the Executive's action or omission was in the best interests of the Company. Any act, or<br>failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon<br>the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the<br>advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by<br>the Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing,<br>following a Change in Control the cessation of employment of the Executive shall not be deemed to be<br>for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly<br>adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board<br>at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the<br>Executive and the Executive is given an opportunity, together with counsel, to be heard before the<br>Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct<br>described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.<br>(c) By the Company without Cause. The Company, acting through the Board, may<br>terminate the Executive's employment with the Company at any time "at will" without Cause for any or<br>no reason upon written notice to the Executive to be effective on the applicable Date of Termination set<br>forth in Section 4(g).<br>Employment Agreement<br>Page 7 of 18
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(d) By the Executive for Good Reason. The Executive may terminate and resign the<br>Executive's employment for Good Reason upon the Executive's delivery to the Company of a Notice of<br>Termination (as defined below) not less than 30 days prior to the termination date set forth in such<br>notice; provided the Executive delivers such Notice of Termination to the Company within 90 days after<br>the occurrence of the event constituting Good Reason.<br>(e) By Executive without Good Reason. The Executive may resign and terminate<br>the Executive's employment with the Company without Good Reason at any time "at will" upon written<br>notice to the Company to be effective on the applicable Date of Termination set forth in Section 4(g).<br>(f) Notice of Termination. Any termination by the Company for Cause or by the<br>Executive for Good Reason, shall be communicated by Notice ofTermination to the other party hereto<br>given in accordance with Section 10(b) of this Agreement. For purposes of this Agreement, a "Notice of<br>Termination" means a written notice which<br>(i) indicates the specific termination provision in this Agreement relied<br>upon,<br>(ii) to the extent applicable, sets forth in reasonable detail the facts and<br>circumstances claimed to provide a basis for termination of the Executive's employment under the<br>provision so indicated, and<br>(iii) if the Date of Termination (as defined below) is other than the date of<br>receipt of such notice, specifies the termination date (which date shall be as set forth Section 4(g)). The<br>failure by the Executive or the Company to set forth in the Notice of Termination any fact or<br>circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the<br>Executive or the Company, respectively, hereunder or preclude the Executive or the Company,<br>respectively, from asserting such fact or circumstance in enforcing the Executive's or the Company's<br>rights hereunder.<br>(g)<br>Termination" means:<br>Date of Termination. For purposes of this Agreement the term "Date of<br>(i) if the Executive's employment is terminated by the Company for Cause,<br>or by the Executive for Good Reason: (A) the date of the receipt of the Notice of Termination in the case<br>of termination by the Company for Cause, or (B) the date set forth in the Notice of Termination in the<br>case of termination by the Executive for Good Reason, which shall be not less than 30 days after the<br>delivery of the Notice of Termination.<br>(ii) if the Executive's employment is terminated by the Company other<br>than for Cause, death or Disability; the Date of Termination shall be the tenth (10th) day after the<br>Company notifies the Executive of such termination, provided that the Executive and the Company may<br>mutually agree to a later effective Date of Termination;<br>(iii) if the Executive voluntarily resigns his/her employment (other than for<br>Good Reason), the Date of Termination shall be the tenth (10th) day after the Executive notifies the<br>Company of such resignation, provided that Executive and the Company may mutually agree to a later<br>Date of Termination; and<br>Employment Agreement<br>Page 8 of 18
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(iv) if the Executive's employment is terminated by reason of death or<br>Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective<br>Date, as the case may be.<br>5. Obligations of the Company upon Termination of Executive's Employment.<br>(a) General. Upon termination of the Executive's employment with the Company<br>the Company shall provide the Executive with the payments and benefits set forth in the applicable<br>subsection of this Section 5. The amounts payable under this Section 5 are in addition to the Company's<br>obligations to the Executive under the Company's various retirement, deferred compensation, stock<br>option and long-term incentive, employee stock purchase and welfare benefit plans. The Company's<br>obligations under this Section 5 vary depending upon whether or not the Executive's termination of<br>employment is in "Connection with a Change in Control." For purposes of this Agreement, termination<br>of the Executive's employment shall be deemed to be in "Connection with a Change in Control" if and<br>only if:<br>(i) the Executive's Date of Termination is on or within two years after the<br>effective date of a Change in Control; or<br>(ii) the Company terminates the Executive's employment without Cause<br>within six months prior to the date on which a Change in Control occurs and the Executive reasonably<br>demonstrates that such termination of employment (A) was at the request of a third party who has<br>taken steps reasonably calculated to effect a Change in Control; or (B) otherwise arose in connection<br>with or anticipation of a Change in Control.<br>(b) Termination Other Than in Connection with a Change in Control. If the<br>Executive's employment shall terminate for any reason, voluntarily or involuntarily with or without<br>Cause, other than in Connection with a Change in Control, the Company shall pay to the Executive (or if<br>deceased to the Executive's estate) the following amounts:<br>(i) a lump sum cash payment equal to the Executive's Annual Base Salary<br>earned through the Date of Termination to the extent not theretofore paid and any accrued vacation<br>pay through the Date ofTermination, which lump sum shall be paid ten days after the Date of<br>Termination;<br>(ii) a lump sum cash payment equal to the Executive's accrued Annual<br>Bonus earned for the last Company fiscal year ending immediately prior to the Date of Termination to<br>the extent not theretofore paid, which lump sum shall be paid within the time period set forth in<br>Section 3(b)(ii);<br>(iii) if the Executive's termination of employment results from the<br>Executive's resignation without Good Reason, such additional severance payments, if any, as the Board<br>approves in its sole and absolute discretion without reference to the amount of severance benefits, if<br>any, paid to any other executive officer or employee of the Company; provided, however, that (A) no<br>such discretionary severance benefits shall be paid in a manner or amount that renders such payments<br>non-qualified deferred compensation subject to additional tax or interest under Section 409A(a)(l)(B) of<br>the Code; and (B) the amount of such discretionary severance payments shall not exceed the amount of<br>Employment Agreement<br>Page 9 of 18
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severance benefit that would be payable to the Executive under Section S(b)(iv) below if the Company<br>had instead terminated the Executive without Cause; and<br>(iv) if the Company terminates the Executive without Cause or the Executive<br>resigns for Good Reason, a cash severance benefit (the "Non-CIC Severance Benefit") in an amount<br>equal to the greater of:<br>(A) one year's Annual Base Salary computed at his highest rate of the<br>Annual Base Salary in effect during the six month period ending on his Date ofTermination; or<br>(B) the product of (x) his applicable Three Week Salary Rate; multiplied<br>by (y) his Years of Service (not in excess of 26 Years of Service);<br>provided, however, that the Non-CIC Severance Benefit shall not be payable unless the Executive<br>executes and returns to the Company within 21 days after his Date of Termination (or such shorter<br>period not less than ten days as the Company requests), and does not thereafter revoke, such<br>customary form of waiver and release of all claims against the Company and its directors, officers and<br>affiliates (a "Waiver") as the Company requests and provides to the Executive in connection with<br>termination of his employment.<br>The Non-CIC Severance Benefit payable under this Section S(b)(iv) shall be paid: (I) in a cash lump sum<br>within 30 days after the later of the date of the Executive's Separation from Service with the Company<br>to the limited extent the amount so paid constitutes "separation pay" due to an "involuntary separation<br>from service" within the meaning and dollar limitations ofTreasury Regulation Section 1.409A-1(b)(9)(iii), or is otherwise exempt from Code Section 409A under Treasury Regulation Section 1.409A-1(b); and (II) the balance, in a separate cash lump sum on the date that is six months and one day after<br>the date of the Executive's Separation from Service with the Company. The balance of the Non-CIC<br>Severance Benefit payable under clause (11) of the immediately preceding sentence shall bear interest<br>from the Executive's Date of Termination at an annual rate equal to the "prime rate" of Wells Fargo<br>Bank, NA in effect on the Date of Termination plus four (4) percentage points, which interest the<br>Company shall pay to the Executive contemporaneously with payment of the balance of the Non-CIC<br>Severance Benefit under clause (II) of the immediately preceding sentence.<br>This Section S(b)(iv) shall be interpreted and applied to permit the payment of the Non-CIC Severance<br>Benefit prior to the date that is six months and one day after Executive's Separation from Service with<br>the Company only to the extent such payments would not thereby constitute a deferral of<br>compensation subject to Code Section 409A. Neither the Company nor the Executive shall have the<br>right to accelerate or defer such payments except as permitted or required by Code Section 409A.<br>Additionally, if the Company terminates the Executive without Cause or the Executive resigns for Good<br>Reason, then, unless otherwise prohibited by applicable law or the Company's insurers, the Company<br>shall pay on behalf of Executive the full monthly premium cost for Code Section 4980B COBRA<br>continuation coverage under the Company's group medical and dental insurance plans for Executive and<br>his eligible spouse and dependents, if they elect such COBRA continuation coverage, for the period<br>during which they are eligible for the continuation coverage, not to extend beyond one year from<br>Executive's Date of Termination.<br>Employment Agreement<br>Page 10 of 18
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(c) Resignation for Good Reason or Termination without Cause in Connection with<br>a Change in Control. If the Executive resigns for Good Reason in Connection with a Change in Control<br>(i.e., on or within two (2) years after the date of a Change in Control) or the Company terminates the<br>Executive without Cause in Connection with a Change in Control, the Company shall:<br>(i) Pay to the Executive the following amounts:<br>(A) a lump sum cash payment equal to the Executive's Annual Base<br>Salary through the Date ofTermination to the extent not theretofore paid and any accrued unpaid<br>vacation pay through the Date of Termination, which lump sum shall be paid ten (10) days after the Date<br>of Termination (on a date within that 10 day period designated by the Company);<br>(B) a lump sum cash payment equal to the Executive's accrued<br>Annual Bonus, if any, for the last Company fiscal year ending immediately prior to the Date of<br>Termination to the extent not theretofore paid, which lump sum shall be paid within the time period set<br>forth in Section 3(b)(ii). The sum of the amounts described in clauses (A) and (B) shall be hereinafter<br>referred to as the "Accrued Obligations;" and<br>(C) if applicable to Executive, a lump sum commission payment<br>earned through the Date of Termination to the extent not theretofore paid, which lump sum shall be<br>paid ten (10) days after the date the applicable commissions would have been calculated by the<br>Company had the Executive's employment not been terminated; and<br>(ii) Pay to the Executive a cash severance benefit (the "CIC Severance<br>Benefit") in an amount equal to two (2) times the sum of: (A) the Executive's Annual Base Salary<br>(computed at the highest rate in effect at any time during the 12-month period immediately preceding<br>the Change in Control); and (B) the Executive's Average Annual Bonus as defined in Section 3(b)(ii). The<br>CIC Severance Benefit payable under this Section S(c)(ii) shall be paid:<br>(A) In a cash lump sum within 30 days after the later of the date of<br>the Executive's Separation from Service with the Company or the date of the Change in Control to the<br>limited extent the amount so paid constitutes "separation pay" due to an "involuntary separation from<br>service" within the meaning and dollar limitations ofTreasury Regulation Section 1.409A-l(b)(9)(iii), or is<br>otherwise exempt from Code Section 409A under Treasury Regulation Section 1.409A-l(b); and<br>(B) the balance, in a separate cash lump sum on the date that is six<br>months and one day after the date of the Executive's Separation from Service with the Company. The<br>balance of the CIC Severance Benefit payable under this clause (B) shall bear interest from the<br>Executive's Date of Termination at an annual rate equal to the "prime rate" of Wells Fargo Bank, NA in<br>effect on the Date ofTermination plus four (4) percentage points, which interest the Company shall pay<br>to the Executive contemporaneously with payment of the CIC Severance Benefit under this clause (B).<br>This Section S(c)(ii) shall be interpreted and applied to permit the payment of the CIC Severance Benefit<br>prior to the date that is six months and one day after Executive's Separation from Service with the<br>Company only to the extent such payments would not thereby constitute a deferral of compensation<br>subject to Code Section 409A. Neither the Company nor the Executive shall have the right to accelerate<br>or defer such payments except as permitted or required by Code Section 409A.<br>Employment Agreement<br>Page 11 of 18
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(iii) To the extent permitted by law and the Company's applicable<br>insurance policies, for two (2) years after the Executive's Date of Termination, continue benefits to the<br>Executive and/or the Executive's eligible spouse and dependent children at least equal to those which<br>would have been provided to them in accordance with the welfare plans, programs, practices and<br>policies described in Section 3 of this Agreement if the Executive's employment had not been<br>terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with<br>respect to other peer executives of the Company and its Affiliated Companies and their families,<br>provided, however, that if the Executive becomes reemployed with another employer and is eligible to<br>receive medical and other welfare benefits described herein shall be secondary to those provided under<br>such other plan during such applicable period of eligibility.<br>(iv) Provide at the Company's sole expense for a period not to exceed<br>twelve (12) months the Executive with reasonable outplacement services the scope and provider of<br>which shall be selected by the Executive in his/her reasonable discretion; and<br>(v) To the extent not theretofore paid or provided, the Company shall<br>timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or<br>which the Executive is eligible to receive under any plan, program, policy or practice or contract or<br>agreement of the Company and its Affiliated Companies (such other amounts and benefits shall be<br>hereinafter referred to as the "Other Benefits") in accordance with the terms of such other plans,<br>programs, policies or practices.<br>(vi) Any provision of the 2018 LTIP, the award agreements thereunder or<br>any other Company plan or agreement to the contrary notwithstanding, no Long-Term Incentive Awards<br>granted to the Executive (whether currently outstanding or issued in the future) that otherwise would<br>vest, become exercisable, or be treated as earned or payable on an accelerated basis on account of a<br>Change in Control (as defined herein or in the 2018 LTIP) shall vest or become exercisable, earned or<br>payable, as the case may be, based upon such Change in Control unless and until, and in addition to any<br>other conditions set forth in the applicable Long-Term Incentive Award agreements, the Company<br>terminates the Executive without Cause or the Executive resigns for Good Reason in a manner treated as<br>in Connection with a Change in Control hereunder. The Executive's outstanding Long-Term Incentive<br>Awards are hereby amended to incorporate the foregoing "double trigger'' restriction on accelerated<br>vesting, exercisability and payment and the other provisions of this Section S(c)(vi). Additionally, if any<br>2018 LTIP performance stock units, restricted stock units or similar Long-Term Incentive Awards held by<br>the Executive vest and become earned and payable on an accelerated basis as a result of the Executive's<br>termination without Cause or resignation for Good Reason in Connection with a Change in Control,<br>payment under those accelerated Long-Term Incentive Awards shall be paid within 30 days after the<br>date of Executive's Separation from Service except to the extent such payments constitute "nonqualified<br>deferred compensation" within the meaning of Code Section 409A, in which case such portion of the<br>Long-Term Incentive Award payments shall be deferred to the date that is six months and one day after<br>the date of the Executive's Separation from Service in accordance with Treasury Regulation Section<br>1.409A-3(i)(2) and Section S(g) hereunder.<br>(d) Death on or after Change in Control. If the Executive's employment is<br>terminated by reason of the Executive's death on or after the date of a Change in Control, this<br>Agreement shall terminate without further obligations to the Executive's legal representatives under<br>this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of<br>Other Benefits. Accrued Obligations shall be paid to the Executive's estate or beneficiary, as applicable,<br>Employment Agreement<br>Page 12 of 18
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in cash in the manner and within the time frames set forth in Section S(c)(i) and (ii), as applicable. With<br>respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section S(d) shall<br>include, without limitation, and the Executive's estate and/or beneficiaries shall be entitled to receive,<br>benefits at least equal to the most favorable benefits provided by the Company and Affiliated<br>Companies to the estates and beneficiaries of peer executives of the Company and such Affiliated<br>Companies under such plans, programs, practices and policies relating to death benefits, if any, as in<br>effect with respect to other peer executives and their beneficiaries at any time during the 120-day<br>period immediately preceding the effective date of a Change in Control, or, if more favorable to the<br>Executive's estate and/or the Executive's beneficiaries, as in effect on the date of the Executive's death<br>with respect to other peer executives of the Company and its Affiliated Companies and their<br>beneficiaries.<br>(e) Disability on or after Change in Control. If the Executive's employment is<br>terminated by reason of the Executive's Disability on or after the date of a Change in Control, this<br>Agreement shall terminate without further obligations to the Executive, other than for payment of<br>Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall<br>be paid to the Executive in cash in the manner and within the time frames set forth in Section S(b)(i) and<br>(ii), as applicable. With respect to the provision of Other Benefits, the term Other Benefits as utilized in<br>this Section S(e) shall include, and the Executive shall be entitled after the Disability Effective Date to<br>receive, disability and other benefits at least equal to the most favorable of those generally provided by<br>the Company and its Affiliated Companies to disabled executives and/or their families in accordance<br>with such plans, programs, practices and policies relating to disability, if any, as in effect generally with<br>respect to other peer executives and their families at any time during the 120-day period immediately<br>preceding the Effective Date of a Change in Control, or, if more favorable to the Executive and/or the<br>Executive's family, as in effect at any time thereafter generally with respect to other peer executives of<br>the Company and its Affiliated Companies and their families.<br>(f) Termination for Cause or Resignation Other than for Good Reason on or after a<br>Change in Control. If the Company terminates the Executive's employment for Cause on or after the<br>date of a Change in Control, this Agreement shall terminate without further obligations to the Executive<br>hereunder other than the obligation to pay to the Executive (i) his/her Annual Base Salary, commissions,<br>if applicable, and accrued vacation through the Date of Termination, and (ii) Other Benefits, in each case<br>to the extent theretofore unpaid. If the Executive voluntarily terminates employment upon or following<br>a Change in Control (excluding a resignation for Good Reason in Connection with a Change in Control)<br>this Agreement shall terminate without further obligations to the Executive under, other than for<br>Accrued Obligations and timely payment or provision of Other Benefits. In such case, all Accrued<br>Obligations shall be paid to the Executive in cash in the manner and within the time frames set forth in<br>Section S(b)(i) and (ii), as applicable.<br>(g) Limits on Timing of Post-employment Payments. Notwithstanding any<br>provision in this Agreement to the contrary, payments under Sections S(b) and S(c) shall be bifurcated<br>into two portions, the first consisting of the portion that does not constitute "nonqualified deferred<br>compensation" within the meaning of Section 409A of the Code and the second consisting of the portion<br>of such payments that does constitute such "nonqualified deferred compensation." Such payments<br>shall first be made from the portion that does not constitute "nonqualified deferred compensation"<br>until it is exhausted and then from the portion that constitutes "nonqualified deferred<br>compensation." Because Executive is a "specified employee" within the meaning of Code Section 409A,<br>the commencement and delivery of any such payments that constitute "nonqualified deferred<br>Employment Agreement<br>Page 13 of 18
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compensation" shall be delayed to the date that is six months and one day after the date of Executive's<br>Separation from Service with the Company. The determination of whether, and the extent to which,<br>payments under Section S(b) or Section S(c) are "nonqualified deferred compensation" shall be made<br>after the application of all applicable exclusions under Treasury Regulation Section 1.409A-l(b). Similarly, continuation coverage under each employee benefit plan pursuant to<br>Section 5.2(c)(iii) and outplacement assistance under Section 5.2(c)(iv) shall be treated as separate plans<br>from each other and from the cash payments under Section 5.2(c)(i) and (ii). Each type of employee<br>benefit plan continuation coverage specified in Section 5.2(c)(iii) and the outplacement assistance<br>described in Section 5.2(c)(iv) shall also be bifurcated into two portions, one consisting of the maximum<br>portion of such employee benefit plan continuation coverage or outplacement assistance, as applicable,<br>that does not constitute "nonqualified deferred compensation" within the meaning of Section 409A of<br>the Code, and the second portion consisting of the element that does constitute "nonqualified deferred<br>compensation" within the meaning of Code Section 409A." Provision of the portion of any benefit under<br>Section S(c)(iii) and S(c)(iv) that constitutes "nonqualified deferred compensation" shall be deferred<br>until six months and one day after the date of Executive's Separation from Service with the Company.<br>With respect to items eligible for reimbursement under the terms of this Agreement or<br>any other plan of the Company, (i) the amount of such expenses eligible for reimbursement in any<br>taxable year shall not affect the expenses eligible for reimbursement in another taxable year, (ii) no such<br>reimbursement may be exchanged or liquidated for another payment or benefit, and (iii) any<br>reimbursements of such expenses shall be made as soon as practicable under the circumstances but in<br>any event no later than the end of the calendar year following the calendar year in which the related<br>expenses were incurred. All payments under Section S(c) on account of the Executive's termination for<br>Good Reason shall be treated for purposes of Code Section 409A, to the fullest extent permitted by the<br>Treasury Regulations under Code Section 409A, as payments on account of the Executive's involuntary<br>termination.<br>Any provision herein to the contrary notwithstanding, if the 21-day or other Company-designated period during which the Executive may execute and deliver a Waiver under Section S(b)(iv)<br>to obtain Non-CIC Severance spans two calendar years, no payment of the Non-CIC Severance<br>contingent on the Executive's execution and delivery of such Waiver shall be made prior to the first<br>business day of the latest calendar year in which the Executive is permitted to execute and deliver the<br>Waiver.<br>6. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the<br>Executive's continuing or future participation in any plan, program, policy or practice provided by the<br>Company or any of its Affiliated Companies and for which the Executive may qualify, nor shall anything<br>herein limit or otherwise affect such rights as the Executive may have under any contract or agreement<br>with the Company or any of its Affiliated Companies. Amounts which are vested benefits or which the<br>Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract<br>or agreement with the Company or any of its Affiliated Companies at or subsequent to the Date of<br>Termination shall be payable in accordance with such plan, policy, practice or program or contract or<br>agreement except as explicitly modified by this Agreement.<br>7. Full Settlement. In no event shall the Executive be obligated to seek other employment<br>or take any other action by way of mitigation of the amounts payable to the Executive under any of the<br>provisions of this Agreement and such amounts shall not be reduced whether or not the Executive<br>obtains other employment.<br>Employment Agreement<br>Page 14 of 18
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8. Confidential Information and Non-Solicitation Covenants.<br>(a) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret<br>or confidential information, knowledge or data relating to the Company or any of its Affiliated<br>Companies, and their respective businesses ("Confidential Information") which shall have been obtained<br>by the Executive during the Executive's employment by the Company or any of its Affiliated Companies<br>and which shall not be or become public knowledge (other than by acts by the Executive or<br>representatives of the Executive in violation of this Agreement). After termination of the Executive's<br>employment with the Company, the Executive shall not at any time, without the prior written consent of<br>the Board or as may otherwise be required by law or legal process, communicate or divulge any such<br>Confidential Information, knowledge or data to anyone other than the Company and those designated<br>by the Board, or use such Confidential Information. In no event shall an asserted violation of the<br>provisions of this Section 8(a) constitute a basis for deferring or withholding any amounts otherwise<br>payable to the Executive under this Agreement.<br>(b) The Executive acknowledges that (i) the Company has spent substantial time, effort, and<br>money in developing goodwill with its customers and other business contacts (including physicians and<br>other health care personnel), in developing its Confidential Information, in recruiting and training its<br>personnel, in recruiting customers, suppliers and/or accounts, and in developing its business throughout<br>the world; (ii) during his employment with the Company, he had and will continue to have access to<br>Confidential Information of the Company and its Affiliated Companies; (iii) during his employment with<br>the Company, he will develop goodwill relationships on behalf of the Company and its Affiliated<br>Companies, and that any new business or improvement in customer, supplier and employee relations<br>attributable to him during his employment was and is for the sole benefit of the Company.<br>(c) To protect the goodwill, Confidential Information, and business of the Company, the<br>Executive covenants that during his employment with the Company and for one (1) year following the<br>termination of his employment with the Company for any reason other than Resignation for Good<br>Reason (the "Non-Solicit Period"), he will not, except in properly performing his job duties on behalf of<br>the Company, either individually or on behalf of any other individual, firm, corporation, entity, or<br>organization (except for the Company) (each, a "Person"), directly or indirectly, do any of the following:<br>(i) solicit or otherwise attempt to sell products and/or services of any kind or character that are the<br>same as or similar to those products or services offered by the Company or any Affiliated Company to<br>any Person that, within the one-year period immediately preceding the termination of the Executive's<br>employment with the Company, was (A) a current or prospective customer of the Company or an<br>Affiliated Company whose business the Company or an Affiliated Company solicited, or (B) a Person<br>whose identity the Executive learned of or to which he otherwise had access during his employment<br>with the Company; and (ii) solicit or otherwise induce any then-current employee, consultant or<br>independent contractor of the Company or Affiliated Company to terminate his or her employment or<br>contractual agreements with the Company or any Affiliated Company. If the Executive, either<br>individually or on behalf of or with any other Person, hires a current or former employee, consultant or<br>independent contractor of the Company or any Affiliated Company within twelve (12) months of the<br>date such employee's, consultant's or contractor's employment or contract with the Company or<br>Affiliated Company terminates, unless the employee, consultant or contractor was involuntarily<br>terminated by the Company or Affiliated Company, the Executive shall bear the burden of proving that<br>such employee, consultant or contractor was not solicited or otherwise induced to terminate his/her<br>employment or contractual agreement in violation of this subsection 8(c)(ii).<br>Employment Agreement<br>Page 15 of 18
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9. Successors.<br>(a) This Agreement is personal to the Executive and without the prior written<br>consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of<br>descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the<br>Executive's legal representatives.<br>(b) This Agreement shall inure to the benefit of and be binding upon the Company<br>and its successors and assigns.<br>(c) The Company will require any successor (whether direct or indirect, by<br>purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of<br>the Company to assume expressly and agree to perform this Agreement in the same manner and to the<br>same extent that the Company would be required to perform it if no such success had taken place. As<br>used in this Agreement, "Company" shall mean the Company and any successor to its business and/or<br>assets which assumed and agrees to perform this Agreement by operation of law, or otherwise.<br>10. Miscellaneous.<br>(a) This Agreement shall be governed by and construed in accordance with the<br>laws of the State of Utah, without reference to principles of conflict of laws. The captions of this<br>Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may<br>not be amended or modified otherwise than by a written agreement executed by the parties hereto or<br>their respective successors and legal representatives. No waiver of any party's rights or benefits under<br>this Agreement shall be effective unless such party signs a written waiver of its rights or benefits.<br>(b) All notices and other communications hereunder shall be writing and shall be<br>given by hand delivery to the other party by registered or certified mail, return receipt requested,<br>postage prepaid, or in the case of notices to the Executive by electronic mail (email) addressed as<br>follows:<br>If to the Executive:<br>To the Executive's most current home address (or email address, as<br>applicable) on file with the Company's Human Resources Department<br>If to the Company:<br>Merit Medical Systems, Inc.<br>1600 West Merit Parkway<br>South Jordan, Utah 84095<br>Attention: Chief Legal Officer<br>or to such other address as either party shall have furnished to the other in writing in accordance<br>herewith. Notice and communications shall be effective when actually received by the addressee.<br>(c) The invalidity or unenforceability of any provision of this Agreement shall not<br>affect the validity or enforceability of any other provision of this Agreement.<br>Employment Agreement<br>Page 16 of 18
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(d) The Company may withhold from any amounts payable under this Agreement<br>such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable<br>law or regulation. The Company makes no representation or warranty to the Executive regarding the tax<br>consequences of any payment or benefit under this Agreement, including any representation as to the<br>application of Code Section 409A to such payments. Neither the Company, any Affiliated Companies of<br>the Company, nor any director, officer, employee or agent of the Company or of any of its Affiliated<br>Companies shall have any obligation or liability to gross-up, reimburse or indemnify the Executive for<br>any taxes (including tax-related interest and penalties) imposed on the Executive.<br>(e) The Executive's or the Company's failure to insist upon strict compliance with<br>any provision of this Agreement or the failure to assert any right the Executive or the Company may<br>have hereunder, including, without limitation, the right of the Executive to terminate employment for<br>Good Reason, shall not be deemed to be a waiver of such provision or right of this Agreement.<br>(f) This Agreement constitutes the entire agreement between the parties with<br>respect to the Executive's employment by the Company and supersedes and replaces the Prior<br>Agreement and all other agreements, oral or written, between the parties with respect to the subject<br>matter hereof. For clarity, nothing herein supersedes any contractual or other indemnification rights the<br>Executive has under the Company's articles of incorporation or bylaws.<br>(g) The Company and the Executive irrevocably: (i) agree that any claim, law suit,<br>cause of action or dispute arising under or with respect to this Agreement or the Executive's<br>employment hereunder (a "Claim") shall be adjudicated solely in the United States Federal District Court<br>or Utah State Courts situated in Salt Lake City, Utah (collectively the "Utah Courts"); (ii) consent and<br>submit to the personal jurisdiction of the Utah Courts with respect to any Claim; (iii) agree that the Utah<br>Courts shall have exclusive subject matter jurisdiction over any such Claims and that venue with respect<br>to any such Claims is proper and most convenient in the Utah Courts; and (iv) agree and covenant not to<br>assert any objection to personal jurisdiction, subject matter jurisdiction or venue in the Utah Courts with<br>respect to any Claim. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY AND THE EXECUTIVE<br>IRREVOCABLY WAIVE AND RELEASE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM ARISING<br>UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY.<br>{h) If the Executive or the Company retains legal counsel and/or incurs other costs<br>and expenses in connection with the enforcement of any or all of the provisions of this Agreement, the<br>prevailing party shall be entitled to recover from the other party reasonable attorneys' fees, costs, and<br>expenses incurred by the prevailing party in connection with the enforcement of this<br>Agreement. Notwithstanding the foregoing, in the event that following a Change in Control the<br>Executive engages legal counsel to enforce the Executive's rights or seek a determination under this<br>Agreement, the Company shall pay the expenses of such legal counsel regardless of the outcome of any<br>legal proceeding resulting therefrom; provided that such claim is not determined by a trier of fact to be<br>frivolous or in bad faith.<br>[Remainder of Page Intentionally Left Blank-Signature Page Follows]<br>Employment Agreement<br>Page 17 of 18
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IN WITNESS WHEREOF, the Executive and Company have caused this Agreement to be<br>executed as of the date first set forth above.<br>EXECUTIVE:<br>COMPANY:<br>Name: Fred Lampropoulos<br>Title: Chairman and Chief Executive Officer<br>Employment Agreement<br>Page 18 of 18
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Exhibit 10.6

INDEMNIFICATION AGREEMENT<br>This Indemnification Agreement (the "Agreement") is made as of September 1, 2025 by and between Merit Medical<br>Systems, Inc., a Utah corporation ("Company"), and Christian Adam Smith, an individual ("Indemnitee").<br>RECITALS<br>A. The Company is aware that because of the increased exposure to litigation costs, talented and<br>experienced persons are increasingly reluctant to serve or continue serving as directors and officers of corporations<br>unless they are protected by comprehensive liability insurance and indemnification.<br>B. The statutes and judicial decisions regarding the duties of directors and officers are often difficult to<br>apply, ambiguous, or conflicting, and therefore often fail to provide such directors and officers with adequate guidance<br>regarding the proper course of action.<br>C. The Board of Directors of the Company (the "Board"), has concluded that, in order to retain and attract<br>talented and experienced individuals to serve as officers and directors of the Company and its subsidiaries and to<br>encourage such individuals to take the business risks necessary for the success of the Company and its subsidiaries, the<br>Company should contractually indemnify its officers and directors, and the officers and directors of its subsidiaries, in<br>connection with claims against such officers and directors relating to their services to the Company and its subsidiaries<br>and has further concluded that the failure to provide such contractual indemnification could be detrimental to the<br>Company, its subsidiaries and shareholders.<br>D. Indemnitee's willingness to serve as an officer of the Company is predicated, in substantial part, upon<br>the Company's willingness to indemnify Indemnitee in accordance with the principles reflected above, to the fullest<br>extent permitted by the laws of the State of Utah, and upon the other undertakings set forth in this Agreement.<br>AGREEMENT<br>NOW, THEREFORE, in consideration of the mutual promises made in this Agreement, and for other good and valuable<br>consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Company and Indemnitee, intending to be<br>legally bound hereby, hereby agree as follows:<br>1. Definitions.<br>(a) Agent. "Agent" with respect to the Company means any person who is or was a director, officer,<br>employee or other agent of the Company or a subsidiary; or is or was serving at the request of, for the convenience of,<br>or to represent the interests of, the Company or a subsidiary as a director, officer, employee or agent of another<br>corporation, partnership, joint venture, trust or other enterprise (including without limitation any employee benefit plan<br>whether or not subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA")); or was a<br>director, officer, employee or agent of a predecessor corporation (or other predecessor entity or enterprise) of the<br>Company or a subsidiary, or was a director, officer, employee or agent of another corporation, partnership, joint venture,<br>trust or other enterprise (including without limitation any employee benefit plan whether or not subject to the ERISA)<br>at the request of, for the convenience of, or to represent the interests of such predecessor.<br>(b) Change in Control. "Change in Control" shall mean, and shall be deemed to have occurred if, on or<br>after the date of this Agreement: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities<br>Exchange Act of 1934, as amended) or group acting in concert, other than a trustee or other fiduciary holding securities<br>under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by
the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company,<br>becomes the "beneficial owner" (as defined in Rule I 3d-3 under said Act), directly or indirectly, of securities of the<br>Company representing more than fifty percent (50%) of the total voting power represented by the Company's then<br>outstanding voting securities; (ii) during any period of two (2) consecutive years, individuals who at the beginning of<br>such period constitute the Board and any new director whose election by the Board or nomination for election by the<br>Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either<br>were directors at the beginning of the period or whose election or nomination for election was previously so approved,<br>cease for any reason to constitute a majority thereof; (iii) the shareholders of the Company approve a merger or<br>consolidation of the Company with any other corporation other than a merger or consolidation which would result in<br>the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining<br>outstanding or by being converted into voting securities of the surviving entity) at least eighty percent (80%) of the total<br>voting power represented by the voting securities of the Company or such surviving entity outstanding immediately<br>after such merger or consolidation; or (iv) the shareholders of the Company approve a plan of complete liquidation of<br>the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of related<br>transactions) all or substantially all of the Company's assets.<br>(c) Company. References to the "Company" shall include, in addition to Merit Medical Systems, Inc.,<br>any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which<br>Merit Medical Systems, Inc. (or any of its wholly-owned subsidiaries) is a party which, if its separate existence had<br>continued, would have had power and authority to indemnify its directors, officers, employees, agents or fiduciaries, so<br>that if Indemnitee is or was a director, officer, employee, agent or fiduciary of such constituent corporation, or is or was<br>serving at the request of such constituent corporation as a director, officer, employee, agent or fiduciary of another<br>corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the<br>same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee<br>would have with respect to such constituent corporation if its separate existence had continued.<br>( d) Expenses. "Expenses" means all direct and indirect costs of any type or nature whatsoever (including,<br>without limitation, all reasonable attorneys' and experts' fees, costs of investigation and related disbursements)<br>reasonably incurred by lndemnitee in connection with the investigation (whether formal or informal), settlement,<br>defense or appeal of a Proceeding covered hereby or the establishment or enforcement of a right to indemnification<br>under this Agreement, including without limitation in the case of an appeal the premium for, and other costs relating to,<br>any costs bond or supersedeas bond or other appeal bond or its equivalent.<br>(e) Independent Legal Counsel. "Independent Legal Counsel" shall mean an attorney or firm of<br>attorneys, selected in accordance with the provisions of Section 2(i) hereof, who shall not have otherwise performed<br>services for the Company or Indemnitee within the preceding three years (other than with respect to matters concerning<br>the rights of Indemnitee under this Agreement, or of other Indemnitees under similar indemnity agreements).<br>(f) Other References. References to "other enterprises" shall include employee benefit plans; references<br>to "fines" shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references<br>to "serving at the request of the Company" shall include any service as a director, officer, employee, agent or fiduciary<br>of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary<br>with respect to an employee benefit plan, its participants or its beneficiaries; and if Indemnitee acted in good faith and<br>in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee<br>benefit plan, Indemnitee shall be deemed to have acted in a manner "not opposed to the best interests of the Company"<br>as referred to in this Agreement.<br>(g) Proceeding. "Proceeding" means any threatened, pending, or completed claim, suit, action,<br>proceeding or alternative dispute resolution mechanism, or any hearing or investigation, whether civil, criminal,<br>administrative, investigative or otherwise, including without limitation any situation which Indemnitee believes in good<br>faith might lead to the institution of any such proceeding.<br>2
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(h) Reviewing Party. "Reviewing Party" shall mean, subject to the provisions of Section 2(g), any person<br>or body appointed by the Board in accordance with applicable law to review the Company's obligations hereunder and<br>under applicable law, which may include a member or members of the Board, Independent Legal Counsel or any other<br>person or body not a party to the particular Proceeding for which lndemnitee is seeking indemnification, as set forth in<br>Section 2(i).<br>2. Indemnification.<br>(a) Third Party Proceedings. The Company shall defend, indemnify and hold harmless Indemnitee to the fullest<br>extent permitted by the Utah Revised Business Corporation Act (the "Act") if Indemnitee is or was a party or is threatened to be<br>made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is<br>or was or is claimed to be an Agent of the Company, any subsidiary of the Company or any committee or subcommittee of the<br>Board, by reason of any action or inaction on the part of Indemnitee while an Agent of the Company, against all Expenses and<br>liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts<br>paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably<br>withheld)) actually and reasonably incurred by Indemnitee in connection with such Proceeding iflndemnitee acted in good faith<br>and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect<br>to any criminal action or proceeding, had no reasonable cause to believe Indemnitee's conduct was unlawful.<br>(b) Proceedings By or in the Right of the Company. The Company shall defend, indemnify and hold harmless<br>Indemnitee to the fullest extent permitted by the Act if Indemnitee was or is a party or is threatened to be made a party to any<br>Proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor by reason of<br>the fact that Indernnitee is or was or is claimed to be an Agent of the Company, all Expenses and liabilities of any type whatsoever<br>(including, but not limited to, legal fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement (if<br>such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld)), in each case to<br>the extent actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding if<br>Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of<br>the Company and its stockholders, except that no indemnification shall be made in respect of any claim, issue or matter as to<br>which Indemnitee shall have been finally adjudicated by court order or judgment to be liable to the Company in the performance<br>of Indemnitee's duty to the Company and its stockholders unless and only to the extent that the court in which such action or<br>proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, Indemnitee is<br>fairly and reasonably entitled to indemnity for such expenses, which such court shall deem proper.<br>(c) Presumptions; Burden of Proof. In making any determination concerning Indemnitee's right to<br>indemnification, there shall be a presumption that Indemnitee has satisfied the applicable standard of conduct, and the Company<br>may overcome such presumption only by its adducing clear and convincing evidence to the contrary. For purposes of this<br>Agreement, the termination of any Proceeding by judgment, order, settlement (whether with or without court approval) or<br>conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any<br>particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted<br>by this Agreement or applicable law. In addition, neither the failure of any Reviewing Party to have made a determination as to<br>whether lndemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by any<br>Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement<br>oflegal proceedings by Indemnitee to secure a judicial determination that lndemnitee should be indemnified under this Agreement<br>under applicable law, shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular<br>standard of conduct or did not have any particular belief. Any determination concerning Indemnitee's right to indemnification<br>that is adverse to lndemnitee may be challenged by Indemnitee in the courts of the State of Utah. No determination by the<br>Company (including without limitation by its directors or any Independent Legal Counsel) that Indemnitee has not satisfied any<br>applicable standard of conduct shall be a defense to any claim by Indemnitee for indemnification or reimbursement or advance<br>payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of<br>conduct.<br>3
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(d) Reliance as a Safe Harbor. For purposes of this Agreement, and without creating any presumption as to a<br>lack of good faith if the following circumstances do not exist, lndemnitee shall be deemed to have acted in good faith and in a<br>manner lndemnitee reasonably believed to be in or not opposed to the best interests of the Company if lndemnitee's actions or<br>omissions to act are taken in good faith reliance upon the records of the Company, including its financial statements, or upon<br>information, opinions, reports or statements furnished to lndemnitee by other Agents of the Company or any of its subsidiaries<br>in the course of their duties, or by committees of the Board or by any other person (including legal counsel, accountants and<br>financial advisors) as to matters lndemnitee reasonably believes are within such other person's professional or expert competence<br>and who has been selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or<br>failures to act, of any Agent of the Company shall not be imputed to lndemnitee for purposes of determining the right to indemnity<br>hereunder.<br>(e) Actions Where lndemnitee Is Deceased. If lndemnitee was or is a party, or is threatened to be made a party,<br>to any Proceeding by reason of the fact that Indemnitee is or was an Agent of the Company, or by reason of anything done or not<br>done by Indemnitee in any such capacity, and prior to, during the pendency of, or after completion of, such Proceeding,<br>Indemnitee shall die, then the Company shall defend, indemnify and hold harmless the estate, heirs and legatees of Indemnitee<br>against any and all Expenses and liabilities reasonably incurred by or for such persons or entities in connection with the<br>investigation, defense, settlement or appeal of such Proceeding on the same basis as provided for Indemnitee in Sections 2(a) and<br>2(b) above.<br>(t) Extent of Insurance. The Expenses and liabilities covered hereby shall be net of any payments made<br>irrevocably to or on behalf of lndemnitee by any D&O Insurance carriers or others and, for the avoidance of doubt, the Company<br>will not be liable for the payment of any Expenses or liabilities for which Indemnitee has received payment from a D&O Insurance<br>carrier or other person unless and until the D&O Insurance Carrier or such other person requests reimbursement of such Expenses<br>or liabilities from lndemnitee.<br>(g) Review of Indemnification Obligations. Notwithstanding the foregoing, in the event any Reviewing Party<br>shall have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that<br>lndemnitee is not entitled to be indemnified hereunder under applicable law: (i) the Company shall have no further obligation<br>under Section 2(a) or Section 2(b) to make any payments to lndemnitee not made prior to such determination by such Reviewing<br>Party; and (ii) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for<br>all Expenses theretofore paid to lndemnitee to which Indemnitee is not entitled hereunder under applicable law; provided,<br>however, that if lndemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to<br>secure a determination that lndemnitee is entitled to be indemnified hereunder under applicable law, any determination made by<br>any Reviewing Party that Indemnitee is not entitled to be indemnified hereunder under applicable law shall not be binding and<br>lndemnitee shall not be required to reimburse the Company for any Expenses theretofore paid in indemnifying Indemnitee until<br>a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or<br>lapsed). lndemnitee's obligation to reimburse the Company for any Expenses shall be unsecured and no interest shall be charged<br>thereon.<br>(h) Indemnitee Rights on Unfavorable Determination; Binding Effect. If any Reviewing Party determines that<br>Indemnitee substantively is not entitled to be indemnified hereunder in whole or in part under applicable law, Indemnitee shall<br>have the right to commence litigation seeking an initial determination by the court or challenging any such determination by such<br>Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service<br>of process and to appear in any such proceeding.<br>(i) Selection of Reviewing Party; Change in Control. A determination, if required by applicable law, with<br>respect to Indemnitee's entitlement to indemnification shall be made in accordance with the provisions of this paragraph (i). If<br>there has not been a Change in Control, a Reviewing Party shall be selected by the Board, and if there has been such a Change<br>in Control (other than a Change in Control which has been approved by a majority of the Board who were directors immediately<br>prior to such Change in Control), any Reviewing Party with respect to all matters thereafter arising concerning the rights of<br>4
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Indemnitee to indemnification of Expenses under this Agreement or any other agreement or under the Company's Articles of<br>Incorporation or Bylaws as now or hereafter in effect, or under any other applicable law, if desired by Indemnitee, shall be<br>Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably<br>withheld, conditioned or delayed). Such counsel, among other things, shall render its written opinion to the Company and<br>lndemnitee as to whether and to what extent Indemnitee would be entitled to be indemnified hereunder under applicable law and<br>the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel<br>referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities<br>and damages arising out of or relating to this Agreement or its engagement pursuant hereto. Notwithstanding any other provision<br>of this Agreement, the Company shall not be required to pay Expenses of more than one Independent Legal Counsel in connection<br>with all matters concerning a single Indemnitee ( other than to the extent local counsel or counsel with particular expertise are<br>required), and such Independent Legal Counsel shall be the Independent Legal Counsel for any or all other Indemnitees unless:<br>(i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Board in writing; or<br>(ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has reasonably concluded that<br>there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising under<br>this Agreement.<br>3. Expenses; Indemnification Procedure.<br>(a) Advancement of Expenses. The Company shall advance all expenses incurred by lndemnitee in connection<br>with the investigation, defense, settlement or appeal of any civil or Proceeding referred to in Section 2(a) or Section 2(b) hereof<br>(including amounts actually paid in settlement of any such Proceeding if such settlement is approved in advance by the Company,<br>which approval shall not be unreasonably withheld, conditioned or delayed). Indemnitee hereby undertakes to repay such<br>amounts advanced only if, and to the extent that, it shall ultimately be determined by a court of competent jurisdiction in a final<br>judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company as authorized hereby.<br>(b) Notice/Cooperation by lndemnitee. Promptly after receipt by Indemnitee ofnotice of the commencement or<br>threat of any Proceeding covered hereby, Indemnitee shall (to the extent legally permitted) notify the Company of the<br>commencement or threat thereof, provided that any failure to so notify shall not relieve the Company of any of its obligations<br>hereunder. Notice to the Company shall be directed to the Chief Executive Officer of the Company and the Chief Legal Officer<br>of the Company, and shall be given in accordance with the provisions of Section I 2(i) below. In addition, Indemnitee shall give<br>the Company such information and cooperation as it may reasonably require and as shall be within lndemnitee's power.<br>(c) Notice to Insurers. If, at the time of the receipt of a notice of a claim pursuant to Section 3(b) hereof, the<br>Company has D&O Insurance (as defined in Section 6(a) below) in effect, the Company shall give prompt notice of the<br>commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The<br>Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the lndemnitee, all<br>amounts payable as a result of such proceeding in accordance with the terms of such policies, including any advancement of<br>expenses.<br>(d) Indemnitee shall be entitled to retain one or more counsel from time to time selected by Indemnitee in<br>lndemnitee's reasonable discretion to act as its counsel in and for the investigation, defense, settlement or appeal of each<br>Proceeding. The Company shall not waive any privilege or right available to Indemnitee in any such Proceeding.<br>(e) The Company shall bear all reasonable fees and Expenses (including invoices for advance retainers) of such<br>counsel, and all reasonable fees and Expenses invoiced by other persons or entities, in connection with the investigation, defense,<br>settlement or appeal of each such Proceeding. Such fees and Expenses are referred to herein as "Covered Expenses."<br>(f) Until a determination to the contrary under Section 4 hereof is made, the Company shall advance all Covered<br>Expenses in connection with each Proceeding. Indemnitee shall qualify for advances upon the execution and delivery to the<br>Company of this Agreement which shall constitute an undertaking providing that Indemnitee undertakes to the extent required<br>by law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final<br>5
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judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. No other form ofundertaking<br>shall be required other than the execution of this Agreement. Advances shall be unsecured and interest free. Advances shall be<br>made without regard to Indemnitee's ability to repay the expenses and without regard to Indemnitee's ultimate entitlement to<br>indemnification under the other provisions of this Agreement.<br>(g) Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for<br>and/or make any advancement of Expenses with respect to the Expenses of any Proceeding, the Company, if appropriate, shall<br>be entitled to assume the defense of such Proceeding with counsel selected by the Company, subject to approval by Indemnitee<br>(which approval shall not be unreasonably withheld), upon the delivery to lndemnitee of written notice of the Company's election<br>to do so. After delivery of such notice and the retention of such counsel by the Company, the Company will not be liable to<br>Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of lndemnitee<br>with respect to the same Proceeding; provided that: (i) Indemnitee shall have the right to employ Indemnitee's separate counsel<br>in any such Proceeding at lndemnitee's expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been<br>previously authorized by the Company, (8) Indemnitee shall have reasonably concluded that there may be a conflict of interest<br>between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such<br>counsel to defend such Proceeding, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which<br>Indemnitee may receive indemnification or advancement of Expenses hereunder.<br>(h) Each advance to be made hereunder shall be paid by the Company to lndemnitee within ten (10) business days<br>following delivery of a written request therefor by lndemnitee to the Company.<br>(a) The Company acknowledges the potentially severe damage to Indemnitee should the Company fail<br>timely to make such advances to Indemnitee.<br>(b) The Company shall not settle any Proceeding if, as a result of such settlement, any fine or obligation<br>is imposed on lndemnitee without Indemnitee's prior written consent.<br>4. Determination of Right to Indemnification.<br>(a) To the extent Indemnitee has been successful on the merits or otherwise in defense of any Proceeding,<br>claim, issue or matter covered hereby, Indemnitee need not repay any of the Expenses advanced in connection with the<br>investigation, defense or appeal of such Proceeding.<br>(b) Indemnitee shall have the right to advancement by the Company prior to the final disposition of any<br>Proceeding of any and all Expenses relating to, arising out of or resulting from any Proceeding paid or incurred by<br>Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee.<br>( c) Subject to the provisions of Section 2(g), notwithstanding a determination by a Reviewing Party or a<br>court that Indemnitee is not entitled to indemnification with respect to a specific Proceeding, lndemnitee shall have the<br>right to apply to the courts of the State of Utah for the purpose of enforcing lndemnitee's right to indemnification<br>pursuant to this Agreement.<br>(d) Subject to the provisions of Section 2(i), the Company shall indemnify lndemnitee against all<br>Expenses reasonably incurred by lndemnitee in connection with any Proceeding under Sections 4(b) or 4(c) and against<br>all Expenses reasonably incurred by Indemnitee in connection with any other Proceeding between the Company and<br>lndemnitee involving the interpretation or enforcement of the rights oflndemnitee under this Agreement unless a court<br>of competent jurisdiction finds that each of the material claims and/or defenses of Indemnitee in any such Proceeding<br>were frivolous or made in bad faith.<br>(e) The Company hereby agrees to indemnify Indemnitee to the fullest extent permitted by the Act,<br>notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the<br>6
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Company's Articles of Incorporation, the Company's Bylaws or by statute. In the event of any change after the date of<br>this Agreement to the Act or in any applicable law, statute or rule which expands the right of a Utah corporation to<br>indemnify a member of its board of directors or an officer, employee, agent or fiduciary, it is the intent of the parties<br>hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any<br>change to the Act or in any applicable law, statute or rule which narrows the right of a Utah corporation to indemnify its<br>Agent, such change, to the extent not otherwise required by the Act or such law, statute or rule to be applied to this<br>Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder except as set forth in<br>Section 8 hereof.<br>(f) Nonexclusivity. The indemnification and the payment of Expense advances provided by this<br>Agreement shall be in addition to any rights to which Indemnitee may be entitled under the Company's Articles of<br>Incorporation, its Bylaws, any other agreement, any vote of shareholders or disinterested directors, the Act, or otherwise.<br>The indemnification and the payment or advancement of Expenses provided under this Agreement shall continue as to<br>Indemnitee for any action taken or not taken while serving in an indemnified capacity even though subsequent thereto<br>lndemnitee may have ceased to serve in such capacity.<br>(g) No Duplication of Payments. The Company shall not be liable under this Agreement to make any<br>payment in connection with any Proceeding to the extent Indemnitee has otherwise actually received payment (under<br>any insurance policy, provision of the Company's Articles of Incorporation, Bylaws or otherwise) of the amounts<br>otherwise payable hereunder.<br>(h) Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to<br>indemnification by the Company for some or a portion of Expenses incurred in connection with any Proceeding, but<br>not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion<br>of such Expenses to which Indemnitee is entitled.<br>5. Mutual Acknowledgement. Both the Company and Indemnitee acknowledge that in certain instances, Federal law or<br>public policy may override applicable state law and prohibit the Company from indemnifying its directors and officers under this<br>Agreement or otherwise. For example, the Company and Indemnitee acknowledge that the Securities and Exchange Commission<br>(the "SEC") has taken the position that indemnification is not permissible for liabilities arising under certain federal securities<br>laws, and federal legislation prohibits indemnification for certain ERISA violations. Indemnitee understands and acknowledges<br>that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question of<br>indemnification to a court in certain circumstances for a determination of the Company's right under public policy to indemnify<br>Indemnitee.<br>6. Officer and Director Liability Insurance.<br>(a) The Company hereby covenants and agrees with Indemnitee that, subject to Section 6(b), the Company shall<br>obtain and maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance"), in reasonable amounts<br>as the Board shall determine from established and reputable insurers with an AM Best rating of A.VI or better, but no less than<br>the amounts in effect upon initial procurement of the D&O Insurance. In all policies of D&O Insurance, Indemnitee shall be<br>named as an insured.<br>(b) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance if<br>the Board determines in good faith that the premium costs for such insurance are (i) disproportionate to the amount of coverage<br>provided after giving effect to exclusions, and (ii) substantially more burdensome to the Company than the premiums charged to<br>the Company for its initial D&O Insurance; provided that Indemnitee is given written notice of any such determination within<br>thirty (30) days of the date that it is made (but in no event shall such notice be given less than ten (10) days prior to the termination<br>of any existing D&O Insurance); provided, further, that the Company will be required to obtain and maintain "tail" insurance<br>policies covering Indemnitee for any act or omission taken prior to the termination of the D&O Insurance. For the avoidance of<br>doubt, the Company shall still be obligated to provide indemnification for and/or make any advancement of Expenses with respect<br>7
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to the Expenses of any Proceeding pursuant to the terms of this Agreement, regardless of whether the Company maintains D&O<br>Insurance covering Indemnitee.<br>(c) Indemnitee shall be covered by the D&O Insurance policies that the Company is required to maintain hereunder<br>in such a manner as to provide lndemnitee the same rights and benefits as are provided to the most favorably insured of the<br>Company's directors, iflndemnitee is a director; or of the Company's officers, iflndemnitee is not a director of the Company but<br>is an officer; or of the Company's key employees, agents or fiduciaries, if Indemnitee is not an officer or director but is a key<br>employee, agent or fiduciary.<br>7. Severability. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or<br>fail to do any act in violation of applicable law. The Company's inability, pursuant to court order, to perform its obligations under<br>this Agreement shall not constitute a breach of this Agreement. The provisions of this Agreement shall be severable as provided<br>in this Section 7. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent<br>jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full extent permitted by any applicable portion of<br>this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in<br>accordance with its terms.<br>8. Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant<br>to the terms of this Agreement:<br>(a) Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to<br>Proceedings or claims initiated or brought voluntarily by lndemnitee and not by way of defense, other than: (i) Proceedings under<br>Sections 4(b) or 4(c); (ii) Proceedings brought to establish or enforce a right to indemnification under this Agreement or the<br>provisions of the Company's Articles of Incorporation or Bylaws unless a court of competent jurisdiction determines that each<br>of the material assertions made by lndemnitee in such Proceeding were not made in good faith or were frivolous; or (iii)<br>proceedings or claims instituted by lndemnitee with the approval by the Board;<br>(b) Unauthorized Settlement. To indemnify Indemnitee under this Agreement for any amounts paid in settlement<br>of a Proceeding covered hereby without the prior written consent of the Company to such settlement, which consent will not be<br>unreasonably withheld provided that the Company's consent is not required if the Company is refusing to indemnify or advance<br>Expenses to Indemnitee;<br>(c) Insured Claims. To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including, but<br>not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such expenses or<br>liabilities have been paid directly to lndemnitee by an insurance carrier under a policy of officers' and directors; liability insurance<br>maintained by the Company; or<br>(d) Claims Under Section 16(b). To indemnify Indemnitee for expenses or the payment of profits arising from<br>the purchase and sale by lndemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as<br>amended, or any similar successor statute.<br>9. Witness Expenses. The Company agrees to compensate Indemnitee for the reasonable value oflndemnitee's time spent,<br>and to reimburse lndemnitee for all Expenses (including reasonable attorneys' fees and travel costs) reasonably incurred by<br>lndemnitee, in connection with being a witness, or if lndemnitee is threatened to be made a witness, with respect to any<br>Proceeding, by reason oflndemnitee serving or having served as an Agent of the Company.<br>10. Attorneys' Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret<br>any of the terms hereof, lndemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys' fees,<br>incurred by lndernnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines<br>that each of the material assertions made by lndemnitee as a basis for such action were not made in good faith or were frivolous.<br>In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the<br>terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys' fees, incurred<br>8
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by Indemnitee in defense of such action (including with respect to lndemnitee's counterclaims and cross-claims made in such<br>action), unless as a part of such action the court determines that each of lndemnitee's material defenses to such action were made<br>in bad faith or were frivolous.<br>1 I. Duration. All agreements and obligations of the Company contained herein shall continue during the period that<br>Indemnitee is an Agent of the Company and shall continue thereafter (a) so long as Indemnitee may be subject to any possible<br>claim for which Indemnitee may be indemnified hereunder (including any rights of appeal thereto) and (b) throughout the<br>pendency of any Proceeding (including any rights of appeal thereto) commenced by Indemnitee to enforce or interpret<br>Indemnitee's rights under this Agreement, even if, in either case, Indemnitee may have ceased to serve in such capacity at the<br>time of any such Proceeding.<br>12. Miscellaneous.<br>(a) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations<br>of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Utah, without giving<br>effect to principles of conflict of law.<br>(b) Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of<br>the courts of the State of Utah for all purposes in connection with any action or proceeding which arises out of or relates to this<br>Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted and continued only<br>in the federal and state courts located in the State of Utah in and for Salt Lake County, which shall be the exclusive and<br>only proper forum for adjudicating such a claim.<br>(c) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire agreement and<br>understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification<br>of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed<br>by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as<br>a waiver of any rights of such party.<br>(d) Construction. This Agreement is the result of negotiations between and has been reviewed by each of the<br>parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the<br>parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.<br>(e) Counterparts. This Agreement may be signed in counterparts. This Agreement constitutes a separate<br>agreement between the Company and lndemnitee and may be supplemented or amended as to lndemnitee only by a written<br>instrument signed by the Company and lndemnitee, with such amendment binding only the Company and Indemnitee. All<br>waivers must be in a written document signed by the party to be charged. No waiver of any of the provisions of this Agreement<br>shall be implied by the conduct of the parties. A waiver of any right hereunder shall not constitute a waiver of any other right<br>hereunder.<br>(f) Interpretation of Agreement. This Agreement shall be interpreted and enforced so as to provide<br>indemnification to lndemnitee to the fullest extent now or hereafter permitted by the Act.<br>(g) Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent<br>of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that<br>may be necessary to secure such rights and to enable the Company to effectively bring suit to enforce such rights.<br>(h) Continuation of Indemnity; Binding Effect. lndemnitee's rights hereunder shall continue after Indemnitee<br>has ceased acting an Agent of the Company and the benefits hereof shall inure to the benefit of the heirs, executors and<br>administrators of Indemnitee. The Company shall require and cause any successor (whether direct or indirect by purchase,<br>merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by<br>9
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written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in<br>the same manner and to the same extent that the Company would be required to perform ifno such succession had taken place.<br>(i) Notices. All notices, demands, consents, requests, approvals and other communications required or permitted<br>hereunder shall be in writing and shall be deemed to have been properly given if hand delivered (effective upon receipt or when<br>refused), or if sent by a courier freight prepaid ( effective upon receipt or when refused), in the case of the Company, at the<br>addresses listed below, or to such other addresses as the parties may notify each other in writing.<br>To Company: Merit Medical Systems, Inc.<br>Attention: Chief Legal Officer<br>I 600 West Merit Parkway<br>South Jordan, Utah 84095<br>To Indemnitee: At Indemnitee's residence address and facsimile number on the records of the Company from<br>time to time.<br>G) Evidence of Coverage. Upon request by Indemnitee, the Company shall provide evidence of the liability<br>insurance coverage required by this Agreement. The Company shall promptly notify lndemnitee of any change in the Company's<br>D&O Insurance coverage.<br>I 3. No Employment Rights. Nothing contained in this Agreement is intended to create in Indemnitee any right to continued<br>employment. Indemnitee specifically acknowledges that Indemnitee's employment with or services to the Company or any of<br>its subsidiaries is at will and lndemnitee may be discharged at any time for any reason, with or without cause, except as may be<br>otherwise provided in any written employment agreement between lndemnitee and the Company (or any of its subsidiaries),<br>other applicable formal severance policies duly adopted by the Board or, with respect to service as a director or officer of the<br>Company, the Company's Articles of Incorporation and Bylaws, as applicable.<br>[Remainder of Page Intentionally Left Blank; Signatures appear on the following page.]<br>10
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The parties hereto have agreed and accept this Agreement as of the day and year set forth on the first page of this<br>Agreement.<br>MER'.T t-AL ~TEMS, lNC.<br>N<br>By<br>am<br>:<br>e:<br>"o'('~<br>Title:<br>~<br>Christian Adam Smith, an individual<br>[Signature Page to Indemnification Agreement]<br>11
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EXHIBIT 31.1

CERTIFICATION

I, Martha G. Aronson, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q (the “Report”) of Merit Medical Systems, Inc. (the “Registrant”);

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with general accepted accounting principles;

c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

d) disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: October 30, 2025	/s/ Martha G. Aronson
	Martha G. Aronson
	President and Chief Executive Officer
	(principal executive officer)

EXHIBIT 31.2

CERTIFICATION

I, Raul Parra, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q (the “Report”) of Merit Medical Systems, Inc. (the “Registrant”);

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.


Date: October 30, 2025	/s/ Raul Parra
	Raul Parra
	Chief Financial Officer
	(principal financial officer)

EXHIBIT 32.1

Certification of Principal Executive Officer

Pursuant to 18 U.S.C. Section 1350, as Adopted

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Merit Medical Systems, Inc. (the “Company”) for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission (the “Report”), I, Martha G. Aronson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 30, 2025	/s/ Martha G. Aronson
	Martha G. Aronson
	President and Chief Executive Officer
	(principal executive officer)

This certification accompanies the foregoing Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2

Certification of Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, as Adopted

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Merit Medical Systems, Inc. (the “Company”) for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission (the “Report”), I, Raul Parra, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 30, 2025	/s/ Raul Parra
	Raul Parra
	Chief Financial Officer
	(principal financial officer)