Form 8-K
8-K — MERIT MEDICAL SYSTEMS INC
Accession: 0000856982-26-000042
Filed: 2026-07-30
Period: 2026-07-30
CIK: 0000856982
SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)
Item: Results of Operations and Financial Condition
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — mmsi-20260730x8k.htm (Primary)
EX-99.1 (mmsi-20260730xex99d1.htm)
EX-99.2 (mmsi-20260730xex99d2.htm)
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8-K
8-K (Primary)
Filename: mmsi-20260730x8k.htm · Sequence: 1
MERIT MEDICAL SYSTEMS INC_July 30, 2026
0000856982falseMERIT MEDICAL SYSTEMS INC00008569822026-07-302026-07-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 30, 2026
Merit Medical Systems, Inc.
(Exact name of registrant as specified in its charter)
Utah
0-18592
87-0447695
(State or other jurisdiction of
(Commission
(I.R.S. Employer
incorporation or organization)
File Number)
Identification No.)
1600 West Merit Parkway
South Jordan, Utah
84095
(Address of principal executive offices)
(Zip Code)
(801) 253-1600
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, no par value
MMSI
NASDAQ Global Select Market System
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On July 30, 2026, Merit Medical Systems, Inc. (“Merit”) issued a press release announcing its operating and financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On July 30, 2026, Merit is conducting a conference call to discuss its operating and financial results for the quarter ended June 30, 2026. A live webcast and conference call presentation will also be available for the conference call at merit.com. A copy of the conference call presentation is furnished as Exhibit 99.2 to this report and incorporated herein by reference.
The information contained in Item 2.02 and Item 7.01 of this report (including the exhibits attached hereto) is furnished pursuant to General Instruction B.2. of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by Merit under the Securities Act of 1933, as amended, or the Exchange Act.
In addition to disclosing results that are determined in accordance with Generally Accepted Accounting Principles (“GAAP”), Merit is disclosing non-GAAP financial information in both the press release announcing its operating and financial results and the conference call presentation. Reconciliations of certain of these non-GAAP financial measures to the comparable GAAP financial measures are included in the press release and conference call presentation attached as Exhibit 99.1 and 99.2 to this report, respectively. Merit does not provide guidance for GAAP reported financial measures (other than revenue) or a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable GAAP reported financial measures (other than revenue) because Merit is unable to predict with reasonable certainty the financial impact of items such as expenses related to acquisitions or other extraordinary transactions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain severance expenses, performance-based stock compensation expenses, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, governmental proceedings, and changes in governmental or industry regulations. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period. For the same reasons, Merit is unable to address the significance of the unavailable information, which could be material to future results. Specifically, Merit is not, without unreasonable effort, able to reasonably predict the amount and impact of these items and Merit believes inclusion of the most directly comparable GAAP financial measure, and a reconciliation of these forward-looking non-GAAP figures to their GAAP counterparts, could be confusing to investors or cause undue reliance.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT NUMBER
DESCRIPTION
99.1
Press Release, dated July 30, 2026, entitled “Merit Medical Reports Second Quarter 2026 Results and Updates Full-Year 2026 Guidance” including unaudited financial information.
99.2
Conference Call Presentation
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MERIT MEDICAL SYSTEMS, INC.
Date: July 30, 2026
By:
/s/ Brian G. Lloyd
Brian G. Lloyd
Chief Legal Officer and Corporate Secretary
3
EX-99.1
EX-99.1
Filename: mmsi-20260730xex99d1.htm · Sequence: 2
Exhibit 99.1
Contacts:
PR/Media Inquiries:
Sarah Comstock
Merit Medical
Investor Inquiries:
Mike Piccinino, CFA, IRC
ICR Healthcare
+1-801-432-2864
+1-443-213-0509
sarah.comstock@merit.com
mike.piccinino@icrhealthcare.com
FOR IMMEDIATE RELEASE
MERIT MEDICAL REPORTS SECOND QUARTER 2026 RESULTS AND UPDATES FULL-YEAR 2026 GUIDANCE
Financial Highlights†
● Reported revenue of $418.8 million, up 10%
● Constant currency revenue* and constant currency revenue, organic* up 9% and up 9%, respectively
● GAAP operating margin of 14.4%, compared to 12.3% in prior year period
● Non-GAAP operating margin* of 22.6%, compared to 21.2% in prior year period
● GAAP EPS $0.65, up 20%
● Non-GAAP EPS* $1.19, up 18%
● Cash flow from operations of $110.0 million year-to-date, down 11%
● Free cash flow* generation of $76.6 million year-to-date, down 14%
† Comparisons above are calculated for the current quarter compared with the second quarter of 2025, unless otherwise specified. Amounts stated in this release are rounded, while percentages are calculated from the underlying amounts.
* Constant currency revenue; constant currency revenue, organic; non-GAAP gross profit and margin; non-GAAP operating income and margin; non-GAAP net income; non-GAAP EPS; and free cash flow figures (used here and below) are non-GAAP financial measures. A reconciliation of these financial measures to their most directly comparable GAAP financial measures is included under the heading “Non-GAAP Financial Measures” below.
SOUTH JORDAN, Utah, July 30, 2026 -- Merit Medical Systems, Inc. (NASDAQ: MMSI), a leading global manufacturer and marketer of healthcare technology, today announced financial results for the three and six-month periods ended June 30, 2026.
“Merit delivered second quarter financial results that exceeded the high end of our expectations, driven primarily by 9% organic, constant currency revenue growth, excluding the impact of a strategic divestiture,” said Martha G. Aronson, Merit’s President and CEO. “We experienced improving revenue growth trends across our global business in Q2, as expected, with notable strength in sales to customers in the U.S. which increased 10% year-over-year, well ahead of our expectations. We also delivered improvement in both our non-GAAP operating margin and our non-GAAP earnings per share, which increased by 140 basis points and 18%, respectively, year-over-year.”
1
Ms. Aronson continued: “We have increased our 2026 revenue and non-GAAP earnings per share guidance to reflect the stronger-than-expected results over the first half of 2026 and remain confident in our team’s ability to execute, with attractive constant currency growth, improving profitability, and solid cash flow generation this year. Our team remains focused on delivering our Continued Growth Initiative financial targets for the three-year period ending December 31, 2026, and, in parallel, we are developing our longer-term strategic plan focused on identifying opportunities to better position the company for sustainable growth, enhanced profitability and value creation for our shareholders.”
Merit’s revenue by product category for the three and six-month periods ended June 30, 2026 and 2025 was as follows (unaudited; in thousands, except for percentages):
Three Months Ended
Reported
Constant Currency*
June 30,
Impact of foreign
June 30,
2026
2025
% Change
exchange
2026
% Change
Foundational
Access
$
161,786
$
152,122
6
%
$
(2,340)
$
159,446
5
%
OEM
48,338
43,218
12
%
(29)
48,309
12
%
Procedural Solutions
27,949
31,741
(12)
%
140
28,089
(12)
%
Vascular Intervention
41,652
34,955
19
%
(409)
41,243
18
%
Other
1,236
346
257
%
1,102
2,338
576
%
Total Foundational
280,961
262,382
7
%
(1,536)
279,425
6
%
Therapeutic
Cardiac Therapies
28,510
22,930
24
%
(479)
28,031
22
%
Endoscopy
23,647
18,400
29
%
37
23,684
29
%
OEM
12,797
9,735
31
%
(20)
12,777
31
%
Oncology
25,774
23,943
8
%
(171)
25,603
7
%
Renal Therapies
12,713
12,817
(1)
%
(164)
12,549
(2)
%
Vascular Intervention
34,441
32,255
7
%
(654)
33,787
5
%
Total Therapeutic
137,882
120,080
15
%
(1,451)
136,431
14
%
Total
$
418,843
$
382,462
10
%
$
(2,987)
$
415,856
9
%
Six Months Ended
Reported
Constant Currency *
June 30,
Impact of foreign
June 30,
2026
2025
% Change
exchange
2026
% Change
Foundational
Access
$
312,910
$
286,520
9
%
$
(7,520)
$
305,390
7
%
OEM
87,878
86,641
1
%
(264)
87,614
1
%
Procedural Solutions
54,437
60,310
(10)
%
(18)
54,419
(10)
%
Vascular Intervention
80,690
67,804
19
%
(1,472)
79,218
17
%
Other
525
1,489
(65)
%
2,749
3,274
120
%
Total Foundational
536,440
502,764
7
%
(6,525)
529,915
5
%
Therapeutic
Cardiac Therapies
55,914
43,489
29
%
(1,694)
54,220
25
%
Endoscopy
45,339
34,951
30
%
20
45,359
30
%
OEM
20,276
20,877
(3)
%
(50)
20,226
(3)
%
Oncology
49,282
45,994
7
%
(526)
48,756
6
%
Renal Therapies
24,225
26,206
(8)
%
(392)
23,833
(9)
%
Vascular Intervention
69,244
63,532
9
%
(1,756)
67,488
6
%
Total Therapeutic
264,280
235,049
12
%
(4,398)
259,882
11
%
Total
$
800,720
$
737,813
9
%
$
(10,923)
$
789,797
7
%
2
Financial Summary:
GAAP gross margin was 51.4%, compared to 48.2% for the second quarter of 2025. Non-GAAP gross margin* was 55.8%, compared to 53.2% for the second quarter of 2025.
GAAP operating margin was 14.4%, compared to 12.3% for the second quarter of 2025. Non-GAAP operating margin* was 22.6%, compared to 21.2% for the second quarter of 2025.
GAAP net income was $38.8 million, or $0.65 per share, compared to $32.6 million, or $0.54 per share, for the second quarter of 2025. Non-GAAP net income* was $71.3 million, or $1.19 per share, compared to $61.0 million, or $1.01 per share, for the second quarter of 2025.
As of June 30, 2026, Merit had cash and cash equivalents of $448.7 million and total debt obligations of $747.5 million, compared to cash and cash equivalents of $446.4 million and total debt obligations of $747.5 million as of December 31, 2025. Merit had available borrowing capacity of approximately $697 million as of June 30, 2026.
Fiscal Year 2026 Financial Guidance
Based upon the information currently available to Merit’s management, for the twelve-month period ending December 31, 2026, absent the potential impact of trade policies and related actions implemented by the U.S. and other countries subsequent to today’s date, material acquisitions, non-recurring transactions or other factors beyond Merit’s current expectations, Merit anticipates the following financial results:
Revenue and Earnings Guidance*
Updated Guidance
Prior Guidance(2)
Year Ending
% Change
Year Ending
% Change
Financial Measure
December 31, 2026
Y/Y
December 31, 2026
Y/Y
Total Revenue
$1.631 - $1.643 billion
8% - 8%
$1.612 - $1.634 billion
6% - 8%
Non-GAAP Earnings Per Share(1)
$4.25 - $4.35
11% - 14%
$4.01 - $4.15
5% - 8%
*Percentage figures approximated; dollar figures may not foot due to rounding.
(1) Merit’s non-GAAP earnings per share reflect the dilutive impact of its 3.00% Convertible Senior Notes due 2029 (the “Convertible Notes”) calculated using the if-converted method of approximately $0.03 per share for the year ending December 31, 2026. Any offsetting impacts of the capped call associated with the Convertible Notes are not considered.
(2) “Prior Guidance” reflects Merit’s full-year 2026 financial guidance, previously introduced on April 30, 2026.
Merit does not provide guidance for GAAP reported financial measures (other than revenue) or a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable GAAP reported financial measures (other than revenue) because Merit is unable to predict with reasonable certainty the financial impact of various items which could impact Merit’s future financial results, such as expenses attributable to acquisitions or other extraordinary transactions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain employee termination benefits, performance-based stock compensation expenses, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, governmental proceedings, and changes in governmental or industry regulations. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period. For the same reasons, Merit is unable to address the significance of the unavailable information, which could be material to future results. Specifically, Merit is not, without unreasonable effort, able to reasonably predict the amount and impact of these items and Merit believes inclusion of the most comparable GAAP financial measure, and a reconciliation of these forward-looking non-GAAP measures to their GAAP counterparts could be confusing to investors or cause undue reliance.
Merit’s financial guidance for the year ending December 31, 2026 is subject to risks and uncertainties identified in this release and Merit’s filings with the SEC. This guidance is based on information and estimates available to Merit as of July 30, 2026. Should known or unknown risks or uncertainties materialize or should underlying assumptions prove inaccurate, actual results will likely vary, and could vary materially, from past results and those anticipated, estimated or projected.
3
CONFERENCE CALL
As previously announced, Merit will hold its investor conference call today, Thursday, July 30, 2026, at 4:30 p.m., Eastern Time, to discuss its results for the second quarter and provide an operational update. To access the conference call, please pre-register using the following link. Registrants will receive confirmation with dial-in details. A live webcast and slide deck will also be available at merit.com.
4
CONSOLIDATED BALANCE SHEETS
(in thousands)
June 30,
December 31,
2026
2025
ASSETS
(Unaudited)
Current Assets
Cash and cash equivalents
$
448,699
$
446,404
Trade receivables, net
224,237
203,710
Other receivables
23,960
17,773
Inventories
374,112
333,705
Prepaid expenses and other assets
33,496
31,493
Prepaid income taxes
5,033
4,941
Income tax refund receivables
2,701
2,128
Total current assets
1,112,238
1,040,154
Property and equipment, net
436,749
428,401
Intangible assets, net
612,026
537,654
Goodwill
539,772
506,837
Deferred income tax assets
7,200
7,049
Operating lease right-of-use assets
83,776
87,600
Other assets
71,859
78,227
Total Assets
$
2,863,620
$
2,685,922
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Trade payables
$
70,737
$
60,551
Accrued expenses
172,185
159,486
Current operating lease liabilities
10,921
10,876
Income taxes payable
11,090
8,851
Total current liabilities
264,933
239,764
Long-term debt
736,258
734,038
Deferred income tax liabilities
39,704
19,665
Liabilities related to unrecognized tax benefits
2,248
2,248
Deferred compensation payable
19,297
17,542
Deferred credits
1,347
1,398
Long-term operating lease liabilities
72,942
76,658
Other long-term obligations
47,087
10,306
Total liabilities
1,183,816
1,101,619
Stockholders' Equity
Common stock
783,892
763,909
Retained earnings
903,828
824,030
Accumulated other comprehensive loss
(7,916)
(3,636)
Total stockholders' equity
1,679,804
1,584,303
Total Liabilities and Stockholders' Equity
$
2,863,620
$
2,685,922
5
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited, in thousands except per share amounts)
Three Months Ended
Six Months Ended
June 30,
June 30,
2026
2025
2026
2025
Net sales
$
418,843
$
382,462
$
800,720
$
737,813
Cost of sales
203,677
197,975
400,757
381,306
Gross profit
215,166
184,487
399,963
356,507
Operating expenses:
Selling, general and administrative
129,229
113,097
247,439
220,583
Research and development
25,389
24,367
47,998
46,845
Contingent consideration expense (benefit)
145
143
(34)
1,166
Total operating expenses
154,763
137,607
295,403
268,594
Income from operations
60,403
46,880
104,560
87,913
Other income (expense):
Interest income
3,752
3,761
7,652
7,551
Interest expense
(12,118)
(6,775)
(18,644)
(13,343)
Other (expense) income — net
(723)
(487)
11,292
(784)
Total other (expense) income — net
(9,089)
(3,501)
300
(6,576)
Income before income taxes
51,314
43,379
104,860
81,337
Income tax expense
12,511
10,798
25,062
18,609
Net income
$
38,803
$
32,581
$
79,798
$
62,728
Earnings per common share
Basic
$
0.65
$
0.55
$
1.34
$
1.06
Diluted
$
0.65
$
0.54
$
1.33
$
1.03
Weighted average shares outstanding
Basic
59,679
59,140
59,595
59,019
Diluted
60,006
60,611
60,010
60,945
6
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Six Months Ended
June 30,
2026
2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
79,798
$
62,728
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
61,538
60,313
Gain on disposition of a business
(12,557)
(249)
Amortization of right-of-use operating lease assets
5,779
5,766
Fair value adjustments related to contingent consideration liabilities
(34)
1,166
Stock-based compensation expense
21,876
19,951
Other adjustments
4,388
3,173
Changes in operating assets and liabilities, net of acquisitions and divestitures
(50,831)
(28,969)
Total adjustments
30,159
61,151
Net cash, cash equivalents, and restricted cash provided by operating activities
109,957
123,879
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for property and equipment
(33,340)
(34,812)
Proceeds from asset and business dispositions
25,555
294
Cash paid for notes receivable and other investments
—
(14,617)
Cash paid in acquisitions, net of cash acquired
(92,997)
(122,555)
Other investing, net
(1,617)
(1,296)
Net cash, cash equivalents, and restricted cash used in investing activities
(102,399)
(172,986)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock
4,623
20,014
Contingent payments related to acquisitions
(2,991)
(2,567)
Payment of taxes related to an exchange of common stock
(6,973)
(6,145)
Net cash, cash equivalents, and restricted cash (used in) provided by financing activities
(5,341)
11,302
Effect of exchange rates on cash
140
2,953
Net increase (decrease) in cash, cash equivalents and restricted cash
2,357
(34,852)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
Beginning of period
448,549
378,767
End of period
$
450,906
$
343,915
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents
448,699
341,819
Restricted cash reported in prepaid expenses and other current assets
2,207
2,096
Total cash, cash equivalents and restricted cash
$
450,906
$
343,915
7
Non-GAAP Financial Measures
Although Merit’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), Merit’s management believes that the non-GAAP financial measures referenced in this release may provide investors with useful information regarding the underlying business trends and performance of Merit’s ongoing operations and can be useful for period-over-period comparisons of such operations. Non-GAAP financial measures used in this release include:
● constant currency revenue;
● constant currency revenue, organic;
● non-GAAP gross profit and margin;
● non-GAAP operating income and margin;
● non-GAAP net income;
● non-GAAP earnings per share; and
● free cash flow.
Merit’s management team uses these non-GAAP financial measures to evaluate Merit’s profitability and efficiency, to compare operating and financial results to prior periods, to evaluate changes in the results of its operating segments, and to measure and allocate financial resources internally. However, Merit’s management does not consider such non-GAAP measures in isolation or as an alternative to measures determined in accordance with GAAP.
Readers should consider non-GAAP measures used in this release in addition to, not as a substitute for, financial reporting measures prepared in accordance with GAAP. These non-GAAP financial measures generally exclude some, but not all, items that may affect Merit’s net income. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded. Merit believes it is useful to exclude such items in the calculation of non-GAAP gross profit and margin, non-GAAP operating income and margin, non-GAAP net income, and non-GAAP earnings per share (in each case, as further illustrated in the reconciliation tables below) because such amounts in any specific period may not directly correlate to the underlying performance of Merit’s business operations and can vary significantly between periods as a result of factors such as acquisition or other extraordinary transactions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain employee termination benefits, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, governmental proceedings or changes in tax or industry regulations, gains or losses on disposal of certain assets, equity method investment loss (income) from equity investees, and debt issuance costs. Merit may incur similar types of expenses in the future, and the non-GAAP financial information included in this release should not be viewed as a statement or indication that these types of expenses will not recur. Additionally, the non-GAAP financial measures used in this release may not be comparable with similarly titled measures of other companies. Merit urges readers to review the reconciliations of its non-GAAP financial measures to their most directly comparable GAAP financial measures included herein, and not to rely on any single financial measure to evaluate Merit’s business or results of operations.
Constant Currency Revenue
Merit’s constant currency revenue is prepared by converting the current-period reported revenue of subsidiaries whose functional currency is a currency other than the U.S. dollar at the applicable foreign exchange rates in effect during the comparable prior-year period and adjusting for the effects of hedging transactions on reported revenue, which are recorded in the U.S. dollar. The constant currency revenue adjustment of $(3.0) million and $(10.9) million to reported revenue for the three and six-month periods ended June 30, 2026 was calculated using the applicable average foreign exchange rates for the three and six-month periods ended June 30, 2025.
8
Constant Currency Revenue, Organic
Merit’s constant currency revenue, organic, is defined, with respect to prior fiscal year periods, as GAAP revenue less revenue from certain divestitures. For the three and six-month periods ended June 30, 2025, Merit’s constant currency revenue, organic, excludes revenues attributable to the DualCap® product line which Merit sold to Health Line International Corporation (“Health Line”) on February 17, 2026 (the “DualCap Divestiture”).
With respect to current fiscal year periods, constant currency revenue, organic, is defined as constant currency revenue (as defined above), less revenue from certain acquisitions and divestitures. For the three and six-month periods ended June 30, 2026, Merit’s constant currency revenue, organic, excludes revenues attributable to products acquired in connection with (i) Merit’s acquisition of View Point Medical, Inc. (“View Point”) in April 2026 (the “View Point Merger”), (ii) the assets acquired from Pentax of America, Inc. related to the C2 CryoBalloon™ device in November 2025 (the “C2 Acquisition”) and (iii) Merit’s acquisition of Biolife Delaware, L.L.C. (“Biolife”) in May 2025 (the “Biolife Merger”). For the six-month period ended June 30, 2026, Merit’s constant currency revenue, organic, excludes revenues attributable to the DualCap Divestiture.
Non-GAAP Gross Profit and Margin
Non-GAAP gross profit is calculated by reducing GAAP cost of sales by amounts recorded for amortization of intangible assets and inventory mark-up related to acquisitions. Non-GAAP gross margin is calculated by dividing non-GAAP gross profit by reported net sales.
Non-GAAP Operating Income and Margin
Non-GAAP operating income is calculated by adjusting GAAP operating income for certain items which are deemed by Merit’s management to be outside of core operations and vary in amount and frequency among periods, such as expenses related to acquisitions or other extraordinary transactions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain employee termination benefits, performance-based stock compensation expenses, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, governmental proceedings, and changes in governmental or industry regulations, as well as other items referenced in the tables below. Non-GAAP operating margin is calculated by dividing non-GAAP operating income by reported net sales.
Non-GAAP Net Income
Non-GAAP net income is calculated by adjusting GAAP net income for the items set forth in the definition of non-GAAP operating income above, as well as for expenses related to Merit’s long-term debt, gains or losses on disposal of certain assets, equity method investment loss (income) from equity investees, and other items set forth in the tables below.
Non-GAAP EPS
Non-GAAP EPS is defined as non-GAAP net income divided by the diluted shares outstanding for the corresponding period.
Free Cash Flow
Free cash flow is defined as cash flow from operations calculated in accordance with GAAP, less capital expenditures for property and equipment calculated in accordance with GAAP, as set forth in the consolidated statement of cash flows.
Other Non-GAAP Financial Measure Reconciliations
The following tables set forth supplemental financial data and corresponding reconciliations of non-GAAP financial measures to Merit’s corresponding financial measures prepared in accordance with GAAP, in each case, for the three and six-month periods ended June 30, 2026 and 2025. The non-GAAP income adjustments referenced in the following tables do not reflect non-performance-based stock compensation expense of $6.3 million and $5.0 million for the three-month periods ended June 30, 2026 and 2025, respectively, and $9.5 million and $9.3 million for the six-month periods ended June 30, 2026 and 2025, respectively.
9
Reconciliation of GAAP Net Income to Non-GAAP Net Income
(Unaudited, in thousands except per share amounts)
Three Months Ended
June 30, 2026
Pre-Tax
Tax Impact
After-Tax
Per Share Impact
GAAP net income
$
51,314
$
(12,511)
$
38,803
$
0.65
Non-GAAP adjustments:
Cost of Sales
Amortization of intangibles
18,718
(4,419)
14,299
0.24
Operating Expenses
Contingent consideration expense
145
(33)
112
0.00
Amortization of intangibles
2,496
(589)
1,907
0.03
Performance-based share-based compensation (a)
6,621
(756)
5,865
0.10
Corporate restructuring (b)
2,159
(510)
1,649
0.03
Acquisition-related
2,568
(194)
2,374
0.04
Medical Device Regulation expenses (c)
1,452
(342)
1,110
0.02
Other (Income) Expense
Long-term debt costs (e)
6,477
(1,529)
4,948
0.08
Other non-operating loss (f)
294
(82)
212
0.00
Non-GAAP net income
$
92,244
$
(20,965)
$
71,279
$
1.19
Diluted shares
60,006
Three Months Ended
June 30, 2025
Pre-Tax
Tax Impact
After-Tax
Per Share Impact
GAAP net income
$
43,379
$
(10,798)
$
32,581
$
0.54
Non-GAAP adjustments:
Cost of Sales
Amortization of intangibles
18,980
(4,485)
14,495
0.24
Inventory mark-up related to acquisitions
67
(16)
51
0.00
Operating Expenses
Contingent consideration expense
143
25
168
0.00
Amortization of intangibles
2,543
(601)
1,942
0.03
Performance-based share-based compensation (a)
5,879
(345)
5,534
0.09
Corporate restructuring (b)
2,587
(611)
1,976
0.03
Acquisition-related
2,140
(14)
2,126
0.04
Medical Device Regulation expenses (c)
1,634
(385)
1,249
0.02
Other (d)
50
(12)
38
0.00
Other (Income) Expense
Long-term debt costs (e)
1,414
(334)
1,080
0.02
Gain on disposal of business unit
(249)
—
(249)
(0.00)
Non-GAAP net income
$
78,567
$
(17,576)
$
60,991
$
1.01
Diluted shares
60,611
Note: Certain per-share impacts may not sum to totals due to rounding.
10
Reconciliation of GAAP Net Income to Non-GAAP Net Income
(Unaudited, in thousands except per share amounts)
Six Months Ended
June 30, 2026
Pre-Tax
Tax Impact
After-Tax
Per Share Impact
GAAP net income
$
104,860
$
(25,062)
$
79,798
$
1.33
Non-GAAP adjustments:
Cost of Sales
Amortization of intangibles
36,945
(8,722)
28,223
0.47
Operating Expenses
Contingent consideration benefit
(34)
5
(29)
(0.00)
Amortization of intangibles
4,950
(1,168)
3,782
0.06
Performance-based share-based compensation (a)
12,429
(1,062)
11,367
0.19
Corporate restructuring (b)
2,159
(510)
1,649
0.03
Acquisition-related
6,811
(905)
5,906
0.10
Medical Device Regulation expenses (c)
2,070
(488)
1,582
0.03
Other (Income) Expense
Long-term debt costs (e)
7,891
(1,863)
6,028
0.10
Gain on disposal of business unit
(12,502)
1,520
(10,982)
(0.18)
Other non-operating loss (f)
825
(207)
618
0.01
Non-GAAP net income
$
166,404
$
(38,462)
$
127,942
$
2.13
Diluted shares
60,010
Six Months Ended
June 30, 2025
Pre-Tax
Tax Impact
After-Tax
Per Share Impact
GAAP net income
$
81,337
$
(18,609)
$
62,728
$
1.03
Non-GAAP adjustments:
Cost of Sales
Amortization of intangibles
36,586
(8,645)
27,941
0.46
Inventory mark-up related to acquisitions
67
(16)
51
0.00
Operating Expenses
Contingent consideration expense
1,166
34
1,200
0.02
Amortization of intangibles
4,937
(1,167)
3,770
0.06
Performance-based share-based compensation (a)
10,653
(931)
9,722
0.16
Corporate restructuring (b)
2,587
(611)
1,976
0.03
Acquisition-related
2,156
(18)
2,138
0.04
Medical Device Regulation expenses (c)
3,228
(762)
2,466
0.04
Other (d)
29
(7)
22
0.00
Other (Income) Expense
Long-term debt costs (e)
2,828
(668)
2,160
0.04
Gain on disposal of business unit
(249)
—
(249)
(0.00)
Non-GAAP net income
$
145,325
$
(31,400)
$
113,925
$
1.87
Diluted shares
60,945
Note: Certain per-share impacts may not sum to totals due to rounding.
11
Reconciliation of Reported Operating Income to Non-GAAP Operating Income
(Unaudited, in thousands except percentages)
Three Months Ended
Three Months Ended
Six Months Ended
Six Months Ended
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Amounts
% Sales
Amounts
% Sales
Amounts
% Sales
Amounts
% Sales
Net Sales as Reported
$
418,843
$
382,462
$
800,720
$
737,813
GAAP Operating Income
60,403
14.4
%
46,880
12.3
%
104,560
13.1
%
87,913
11.9
%
Cost of Sales
Amortization of intangibles
18,718
4.5
%
18,980
5.0
%
36,945
4.6
%
36,586
5.0
%
Inventory mark-up related to acquisitions
—
—
67
0.0
%
—
—
67
0.0
%
Operating Expenses
Contingent consideration expense (benefit)
145
0.0
%
143
0.0
%
(34)
(0.0)
%
1,166
0.2
%
Amortization of intangibles
2,496
0.6
%
2,543
0.7
%
4,950
0.6
%
4,937
0.7
%
Performance-based share-based compensation (a)
6,621
1.6
%
5,879
1.5
%
12,429
1.6
%
10,653
1.4
%
Corporate restructuring (b)
2,159
0.5
%
2,587
0.7
%
2,159
0.3
%
2,587
0.4
%
Acquisition-related
2,568
0.6
%
2,140
0.6
%
6,811
0.9
%
2,156
0.3
%
Medical Device Regulation expenses (c)
1,452
0.3
%
1,634
0.4
%
2,070
0.3
%
3,228
0.4
%
Other (d)
—
—
50
0.0
%
—
—
29
0.0
%
Non-GAAP Operating Income
$
94,562
22.6
%
$
80,903
21.2
%
$
169,890
21.2
%
$
149,322
20.2
%
Note: Certain percentages may not sum to totals due to rounding.
(a) Represents performance-based share-based compensation expense, including stock-settled and cash-settled awards.
(b) Includes employee termination benefits associated with activities related to corporate restructuring initiatives and costs to terminate certain distribution contracts from the Biolife Merger.
(c) Represents incremental expenses incurred to comply with the E.U. Medical Device Regulation.
(d) Represents costs to comply with Merit’s corporate integrity agreement with the U.S. Department of Justice.
(e) Represents costs associated with the Convertible Notes including the amortization of debt issuance costs and a one-time charge for additional interest incurred pursuant to Merit's obligation to remove restrictive legends.
(f) Includes equity method investment loss from equity investees.
12
Reconciliation of Reported Revenue to Constant Currency Revenue (Non-GAAP), and Constant Currency Revenue, Organic (Non-GAAP)
(Unaudited, in thousands except percentages)
Three Months Ended
Six Months Ended
June 30,
June 30,
% Change
2026
2025
% Change
2026
2025
Reported Revenue
9.5
%
$
418,843
$
382,462
8.5
%
$
800,720
$
737,813
Add: Impact of foreign exchange
(2,987)
—
(10,923)
—
Constant Currency Revenue (a)
8.7
%
$
415,856
$
382,462
7.0
%
$
789,797
$
737,813
Less: Revenue from certain acquisitions
(4,660)
—
(13,704)
—
Less: Revenue from divestitures (b)
—
(5,296)
(1,644)
(10,212)
Constant Currency Revenue, Organic (a)
9.0
%
$
411,196
$
377,166
6.4
%
$
774,449
$
727,601
(a) A non-GAAP financial measure. For a definition of this and other non-GAAP financial measures, see the section of this release entitled “Non-GAAP Financial Measures.”
(b) On February 17, 2026, Merit sold certain assets relating to the DualCap product line to Health Line for $28 million, of which $25.5 million was paid to Merit at closing.
13
Reconciliation of Reported Gross Margin to Non-GAAP Gross Margin (Non-GAAP)
(Unaudited, as a percentage of reported revenue)
Three Months Ended
Six Months Ended
June 30,
June 30,
2026
2025
2026
2025
Reported Gross Margin
51.4
%
48.2
%
50.0
%
48.3
%
Add back impact of:
Amortization of intangibles
4.5
%
5.0
%
4.6
%
5.0
%
Inventory mark-up related to acquisitions
—
%
0.0
%
—
%
0.0
%
Non-GAAP Gross Margin
55.8
%
53.2
%
54.6
%
53.3
%
Note: Certain percentages may not sum to totals due to rounding.
14
Reconciliation of Reported Cash Flow from Operations to Free Cash Flow (Non-GAAP)
(Unaudited, in thousands)
Six Months Ended
June 30,
2026
2025
Reported Cash Flow from Operations
$
109,957
$
123,879
Less: Capital Expenditures
(33,340)
(34,812)
Free Cash Flow
$
76,617
$
89,067
15
Reconciliation of 2026 Net Sales Guidance - % Change from Prior Year (Constant Currency)
Updated Guidance
Prior Guidance(1)
Low
High
Low
High
2026 Net Sales Guidance - % Change from Prior Year (GAAP)
7.6%
8.4%
6.3%
7.8%
Estimated impact of foreign currency exchange rate fluctuations
(0.8%)
(0.8%)
(0.8%)
(0.8%)
2026 Net Sales Guidance - % Change from Prior Year (Constant Currency)
6.8%
7.6%
5.6%
7.0%
Note: Certain percentages may not sum to totals due to rounding.
(1) “Prior Guidance” reflects Merit’s full-year 2026 financial guidance, previously introduced on April 30, 2026.
16
ABOUT MERIT
Founded in 1987, Merit is engaged in the development, manufacture, and distribution of proprietary medical devices used in interventional, diagnostic, and therapeutic procedures, particularly in cardiology, radiology, oncology, critical care, and endoscopy. Merit serves customers worldwide with a domestic and international sales force and clinical support team totaling more than 800 individuals. Merit employs approximately 7,500 people worldwide.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This release 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. 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 Merit’s future operating performance or events or developments that Merit’s management expects or anticipates will occur, including, without limitation, any statements regarding Merit’s projected revenues, earnings or other future financial measures, Merit’s plans and objectives for future operations, Merit’s 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
● statements regarding Merit’s 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.
The forward-looking statements contained in this release are based on Merit 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 may differ materially, from Merit’s 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 arising from the conflict among the United States, Israel and Iran and related geopolitical instability; risks and uncertainties associated with Merit’s acquisition of View Point and the OneMark® Detection Imaging System and related technology; risks and uncertainties associated with Merit’s integration of the View Point business, assets and operations into its operations and its ability to achieve anticipated financial results, product development and other anticipated benefits of the acquisition; uncertainties as to whether Merit will achieve revenue or other financial performance consistent with its forecasts projected for the View Point Merger; risks and uncertainties associated with 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, prospective or invalidated tariffs, duties or other measures; risks and uncertainties associated with Merit’s integration of businesses or assets acquired from third parties, including View Point in April 2026, the business and assets acquired in the C2 Acquisition in November 2025 and Biolife in May 2025, and Merit’s ability to achieve the anticipated financial results, product development and other anticipated benefits of such acquisitions; effects of the Convertible Notes on Merit’s net income and earnings per share performance; restrictions and limitations set forth in the Convertible Notes and Indenture, which could affect Merit’s ability to operate its business as well as its liquidity; disruptions in Merit’s supply chain, manufacturing or sterilization processes; U.S. and global political, economic, competitive, reimbursement and regulatory conditions; 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; prospective financial obligations or other uncertainties associated with the DualCap Divestiture completed in February 2026; fluctuations in interest or foreign currency exchange rates and inflation; cybersecurity
17
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 legal proceedings affecting Merit; risks and possible effects of Merit’s 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 that may affect Merit’s business, operations and financial condition, see Part I, Item 1A. “Risk Factors” in Merit’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC, which Merit updated in Part II, Item 1A. “Risk Factors” in Merit’s Quarterly Reports on Form 10-Q for each of the quarters ended March 31, 2026 and June 30, 2026.
All subsequent forward-looking statements attributable to Merit or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Actual results will likely differ, and may differ materially, from anticipated results. Financial estimates are subject to change and are not intended to be relied upon as predictions of future operating results. Those estimates and all other forward-looking statements included in this release are made only as of the date of this release, and except as otherwise required by applicable law, Merit assumes no obligation to update or disclose revisions to estimates and all other forward-looking statements.
TRADEMARKS
Unless noted otherwise, trademarks and registered trademarks used in this release are the property of Merit Medical Systems, Inc., its subsidiaries, or its licensors.
# # #
18
EX-99.2
EX-99.2
Filename: mmsi-20260730xex99d2.htm · Sequence: 3
Exhibit 99.2
1
Merit Medical Investor Call
July 30, 2026
Second Quarter
2026 Results
Martha Aronson
President and CEO
Raul Parra
CFO
2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This presentation 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. 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 Merit’s future operating performance or events or developments that Merit’s management expects or anticipates will occur, including, without limitation, any statements regarding Merit’s
projected revenues, earnings or other future financial measures, Merit’s plans and objectives for future operations, Merit’s 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
statements regarding Merit’s 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.
The forward-looking statements contained in this presentation are based on Merit 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 may differ materially, from Merit’s 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 arising from the conflict
among the United States, Israel and Iran and related geopolitical instability; risks and uncertainties associated with Merit’s acquisition of View Point Medical, Inc. (“View Point”) and the OneMark® Detection Imaging System and
related technology; risks and uncertainties associated with Merit’s integration of the View Point business, assets and operations into its operations and its ability to achieve anticipated financial results, product development and
other anticipated benefits of the acquisition; uncertainties as to whether Merit will achieve revenue or other financial performance consistent with its forecasts projected for Merit’s acquisition of View Point in April 2026 (the
“View Point Merger”); risks and uncertainties associated with 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, prospective or invalidated tariffs, duties or other measures; risks and uncertainties associated with Merit’s integration of businesses or assets acquired from third parties, including
View Point in April 2026, the business and assets acquired from Pentax of America, Inc. related to the C2 CryoBalloon device in November 2025 (the “C2 Acquisition”) and Merit’s acquisition of Biolife Delaware, L.L.C. (“Biolife”)
in May 2025 (the “Biolife Merger”), and Merit’s ability to achieve the anticipated financial results, product development and other anticipated benefits of such acquisitions; effects of the Convertible Notes on Merit’s net income
and earnings per share performance; restrictions and limitations set forth in the Convertible Notes and Indenture, which could affect Merit’s ability to operate its business as well as its liquidity; disruptions in Merit’s supply chain,
manufacturing or sterilization processes; U.S. and global political, economic, competitive, reimbursement and regulatory conditions; 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; prospective financial obligations or other uncertainties associated with the DualCap® product line which Merit sold to Health Line International Corporation (“Health Line”) on February 17, 2026
(the “DualCap Divestiture”); 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 legal proceedings affecting Merit; risks and possible effects of Merit’s 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 that may affect Merit’s business, operations and financial condition, see Part I, Item 1A. “Risk Factors” in Merit’s Annual Report on Form 10-K for the year ended
December 31, 2025 filed with the SEC, which Merit updated in Part II, Item 1A. “Risk Factors” in Merit’s Quarterly Reports on Form 10-Q for each of the quarters ended March 31, 2026 and June 30, 2026.
All subsequent forward-looking statements attributable to Merit or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Actual results will likely differ, and may differ materially,
from anticipated results. Financial estimates are subject to change and are not intended to be relied upon as predictions of future operating results. Those estimates and all other forward-looking statements included in this
presentation are made only as of the date of this presentation, and except as otherwise required by applicable law, Merit assumes no obligation to update or disclose revisions to estimates and all other forward-looking
statements.
3
NON-GAAP FINANCIAL MEASURES
Although Merit’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of
America (“GAAP”), Merit’s management believes that certain non-GAAP financial measures provide investors with useful information
regarding the underlying business trends and performance of Merit’s ongoing operations and can be useful for period-over-period
comparisons of such operations. Certain financial measures included in this presentation, or which may be referenced in
management’s discussion of Merit’s historical and future operations and financial results, have not been calculated in accordance with
GAAP, and, therefore, are referenced as non-GAAP financial measures. Readers should consider non-GAAP measures used in this
presentation in addition to, not as a substitute for, financial reporting measures prepared in accordance with GAAP. These non-GAAP
financial measures generally exclude some, but not all, items that may affect Merit's net income. In addition, they are subject to
inherent limitations as they reflect the exercise of judgment by management about which items are excluded. Additionally, non-GAAP
financial measures used in this presentation may not be comparable with similarly titled measures of other companies. Merit urges
readers to review the reconciliations of its non-GAAP financial measures to the comparable GAAP financial measures, and not to rely
on any single financial measure to evaluate Merit’s business or results of operations. Please refer to “Notes to Non-GAAP Financial
Measures” at the end of these materials for more information.
TRADEMARKS
Unless noted otherwise, trademarks and registered trademarks used in this presentation are the property of Merit Medical Systems,
Inc., its subsidiaries, or its licensors.
4
Q2 2026 Q2 2025 % Change YTD 2026 YTD 2025 % Change
Revenue $418.8M $382.5M 9.5% $800.7M $737.8M 8.5%
Gross Margin 51.4% 48.2% 6.5% 50.0% 48.3% 3.4%
Operating Margin 14.4% 12.3% 17.7% 13.1% 11.9% 9.6%
Net Income $38.8M $32.6M 19.1% $79.8M $62.7M 27.2%
Earnings per Share $0.65 $0.54 20.3% $1.33 $1.03 29.2%
Financial Summary: GAAP
4
Note: Amounts in this presentation are rounded while percentages are calculated from the underlying amounts.
In millions, except per share amounts and percentages
5
Q2 2026 Q2 2025 % Change YTD 2026 YTD 2025 % Change
$411.2M $377.2M 9.0% $774.4M $727.6M 6.4% Constant Currency Revenue,
Organic*
Non-GAAP Gross Margin* 55.8% 53.2% 4.9% 54.6% 53.3% 2.4%
Non-GAAP Operating Margin* 22.6% 21.2% 6.7% 21.2% 20.2% 4.8%
Non-GAAP Net Income* $71.3M $61.0M 16.9% $127.9M $113.9M 12.3%
Non-GAAP Earnings per Share* $1.19 $1.01 18.0% $2.13 $1.87 14.1%
Financial Summary: Non-GAAP*
5
Note: Amounts in this presentation are rounded while percentages are calculated from the underlying amounts. * See "Notes to Non-GAAP Financial Measures" below for additional information regarding non-GAAP measures used in this presentation.
In millions, except per share amounts and percentages
6
Revenue Breakdown – Q2
Region Q2 2026 Q2 2025 $ Change % Change CC % Change*
Domestic $252,051 $227,082 $24,969 11.0% 11.5%
International 166,792 155,380 11,412 7.3% 4.7%
Total $418,843 $382,462 $36,381 9.5% 8.7%
6
* A non-GAAP financial measure, representing revenue growth on a constant currency (“CC”) basis. See "Notes to Non-GAAP Financial Measures" below for additional information regarding non-GAAP measures used in this presentation.
In thousands, except percentages
7
Revenue Breakdown - YTD
* A non-GAAP financial measure, representing revenue growth on a constant currency (“CC”) basis. See "Notes to Non-GAAP Financial Measures" below for additional information regarding non-GAAP measures used in this presentation.
In thousands, except percentages
Region YTD 2026 YTD 2025 $ Change % Change CC % Change*
Domestic $478,567 $440,646 $37,921 8.6% 9.2%
International 322,153 297,167 24,986 8.4% 3.8%
Total $800,720 $737,813 $62,907 8.5% 7.0%
8
Financial Metrics
Metric Q2 2026 Q2 2025 YTD 2026 YTD 2025
Depreciation & Amortization $31.0M $31.0M $61.5M $60.3M
Stock Comp (performance-based) 6.6M 5.9M 12.4M 10.7M
Stock Comp (not performance-based) 6.3M 5.0M 9.5M 9.3M
Operating Cash Flow 69.3M 83.3M 110.0M 123.9M
Capital Expenditures-Property and Equipment 17.3M 13.8M 33.3M 34.8M
8
In millions
9
Fiscal Year 2026 Financial Guidance
Merit does not provide guidance for GAAP reported financial measures (other than revenue) or a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable GAAP reported
financial measures (other than revenue) because Merit is unable to predict with reasonable certainty the financial impact of various items which could impact Merit’s future financial results, such as expenses related to
acquisitions or other extraordinary transactions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain employee termination benefits, performance-based
stock compensation expenses, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, governmental proceedings, and changes in governmental or industry
regulations. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period. For the same reasons, Merit is unable to address the significance of
the unavailable information, which could be material to future results. Specifically, Merit is not, without unreasonable effort, able to reasonably predict the amount and impact of these items and Merit believes inclusion
of the most comparable GAAP financial measure, and a reconciliation of these forward-looking non-GAAP measures to their GAAP counterparts could be confusing to investors or cause undue reliance.
Merit’s financial guidance for the year ending December 31, 2026, is subject to risks and uncertainties identified in this presentation and Merit’s filings with the U.S. Securities and Exchange Commission (the “SEC”).
This guidance is based on information and estimates available to Merit as of July 30, 2026. Should known or unknown risks or uncertainties materialize or should underlying assumptions prove inaccurate, actual results
will likely vary, and could vary materially, from past results and those anticipated, estimated or projected.
(1) “Prior Guidance” reflects Merit’s full-year 2026 financial guidance, previously introduced on April 30, 2026.
* Percentage figures approximated; percentage and dollar figures may not foot due to rounding
2026 Net Sales Guidance - % Change from Prior Year (Constant Currency) Reconciliation*
Revenue and Earnings Guidance*
(1) Merit’s non-GAAP earnings per share reflect the dilutive impact of its 3.00% Convertible Senior Notes due 2029 calculated
using the if-converted method of approximately $0.03 per share for the year ending December 31, 2026. Any offsetting
impacts of the capped call associated with the Convertible Notes are not considered.
(2) “Prior Guidance” reflects Merit’s full-year 2026 financial guidance, previously introduced on April 30, 2026.
Year Ending % Change Year Ending % Change
Financial Measure December 31, 2026 Y/Y December 31, 2026 Y/Y
Total Revenue $1.631 - $1.643 billion 8% - 8% $1.612 - $1.634 billion 6% - 8%
Non-GAAP Earnings Per Share(1) $4.25 - $4.35 11% - 14% $4.01 - $4.15 5% - 8%
Updated Guidance Prior Guidance(2)
Low High Low High
2026 Net Sales Guidance - % Change from Prior Year (GAAP) 7.6% 8.4% 6.3% 7.8%
Estimated impact of foreign currency exchange rate fluctuations (0.8%) (0.8%) (0.8%) (0.8%)
2026 Net Sales Guidance - % Change from Prior Year (Constant Currency) 6.8% 7.6% 5.6% 7.0%
Updated Guidance Prior Guidance(1)
10
Appendix
11
Notes to Non-GAAP Financial Measures
For additional details, please see the accompanying press release and forward-looking statement disclosure.
These presentation materials and associated commentary from Merit’s management, as well as the press release issued today, use non-GAAP financial measures, including:
• constant currency revenue;
• constant currency revenue, organic;
• non-GAAP gross profit and margin;
• non-GAAP operating income and margin;
• non-GAAP net income;
• non-GAAP earnings per share; and
• free cash flow.
Merit’s management team uses these non-GAAP financial measures to evaluate Merit’s profitability and efficiency, to compare operating and financial results to prior periods, to
evaluate changes in the results of its operating segments, and to measure and allocate financial resources internally. However, Merit’s management does not consider such non-GAAP
measures in isolation or as an alternative to measures determined in accordance with GAAP.
Readers should consider non-GAAP measures used in this presentation in addition to, not as a substitute for, financial reporting measures prepared in accordance with GAAP. These
non-GAAP financial measures generally exclude some, but not all, items that may affect Merit’s net income. In addition, they are subject to inherent limitations as they reflect the
exercise of judgment by management about which items are excluded. Merit believes it is useful to exclude such items in the calculation of non-GAAP gross profit and margin, non-GAAP operating income and margin, non-GAAP net income, and non-GAAP earnings per share (in each case, as further illustrated in the reconciliation tables below) because such
amounts in any specific period may not directly correlate to the underlying performance of Merit’s business operations and can vary significantly between periods as a result of
factors such as acquisition or other extraordinary transactions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain
employee termination benefits, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, governmental proceedings or changes
in tax or industry regulations, gains or losses on disposal of certain assets, equity method investment loss (income) from equity investees, and debt issuance costs. Merit may incur
similar types of expenses in the future, and the non-GAAP financial information included in this presentation should not be viewed as a statement or indication that these types of
expenses will not recur. Additionally, the non-GAAP financial measures used in this presentation may not be comparable with similarly titled measures of other companies. Merit
urges readers to review the reconciliations of its non-GAAP financial measures to their most directly comparable GAAP financial measures included herein, and not to rely on any
single financial measure to evaluate Merit’s business or results of operations.
12
Notes to Non-GAAP Financial Measures (cont.)
Constant Currency Revenue
Merit’s constant currency revenue is prepared by converting the current-period reported revenue of subsidiaries whose functional currency is a currency other than the U.S. dollar at
the applicable foreign exchange rates in effect during the comparable prior-year period and adjusting for the effects of hedging transactions on reported revenue, which are recorded
in the U.S. dollar. The constant currency revenue adjustment of $(3.0) million and $(10.9) million to reported revenue for the three and six-month periods ended June 30, 2026 was
calculated using the applicable average foreign exchange rates for the three and six-month periods ended June 30, 2025.
Constant Currency Revenue, Organic
Merit’s constant currency revenue, organic, is defined, with respect to prior fiscal year periods, as GAAP revenue less revenue from certain divestitures. For the three and six-month
periods ended June 30, 2025, Merit’s constant currency revenue, organic, excludes revenues attributable to the DualCap Divestiture.
With respect to current fiscal year periods, constant currency revenue, organic, is defined as constant currency revenue (as defined above), less revenue from certain acquisitions and
divestitures. For the three and six-month periods ended June 30, 2026, Merit’s constant currency revenue, organic, excludes revenues attributable to products acquired in connection
with (i) the View Point Merger, (ii) the C2 Acquisition and (iii) the Biolife Merger. For the six-month period ended June 30, 2026, Merit’s constant currency revenue, organic,
excludes revenues attributable to the DualCap Divestiture.
Non-GAAP Gross Profit and Margin
Non-GAAP gross profit is calculated by reducing GAAP cost of sales by amounts recorded for amortization of intangible assets and inventory mark-up related to acquisitions. Non-GAAP gross margin is calculated by dividing non-GAAP gross profit by reported net sales.
Non-GAAP Operating Income and Margin
Non-GAAP operating income is calculated by adjusting GAAP operating income for certain items which are deemed by Merit’s management to be outside of core operations and
vary in amount and frequency among periods, such as expenses related to acquisitions or other extraordinary transactions, non-cash expenses related to amortization or write-off of
previously acquired tangible and intangible assets, certain employee termination benefits, performance-based stock compensation expenses, expenses resulting from non-ordinary
course litigation or administrative proceedings and resulting settlements, governmental proceedings, and changes in governmental or industry regulations, as well as other items
referenced in the tables below. Non-GAAP operating margin is calculated by dividing non-GAAP operating income by reported net sales.
13
Notes to Non-GAAP Financial Measures (cont.)
Non-GAAP Net Income
Non-GAAP net income is calculated by adjusting GAAP net income for the items set forth in the definition of non-GAAP operating income above, as well as for expenses related to
our long-term debt, gains or losses on disposal of certain assets, equity method investment loss (income) from equity investees, and other items set forth in the tables below.
Non-GAAP EPS
Non-GAAP EPS is defined as non-GAAP net income divided by the diluted shares outstanding for the corresponding period.
Free Cash Flow
Free cash flow is defined as cash flow from operations calculated in accordance with GAAP, less capital expenditures for property and equipment calculated in accordance with
GAAP, as set forth in the consolidated statement of cash flows.
Other Non-GAAP Financial Measure Reconciliations
The following tables set forth supplemental financial data and corresponding reconciliations of non-GAAP financial measures to Merit’s corresponding financial measures prepared
in accordance with GAAP, in each case, for the three and six-month periods ended June 30, 2026 and 2025. The non-GAAP income adjustments referenced in the following tables do
not reflect non-performance-based stock compensation expense of $6.3 million and $5.0 million for the three-month periods ended June 30, 2026 and 2025, respectively, and $9.5
million and $9.3 million for the six-month periods ended June 30, 2026 and 2025, respectively.
14
Reconciliation of GAAP Net Income to Non-GAAP Net Income
(Unaudited; in thousands except per share amounts)
Note: Certain per-share impacts may not sum to totals due to rounding.
GAAP net income $ 51,314 $ (12,511) $ 38,803 $ 0.65 $ 43,379 $ (10,798) $ 32,581 $ 0.54 Non-GAAP adjustments: Cost of Sales
Amortization of intangibles 18,718 (4,419) 14,299 0.24 18,980 (4,485) 14,495 0.24 Inventory mark-up related to acquisitions — — — — 67 (16) 51 0.00 Operating Expenses
Contingent consideration expense 145 (33) 112 0.00 143 25 168 0.00 Amortization of intangibles 2,496 (589) 1,907 0.03 2,543 (601) 1,942 0.03 Performance-based share-based compensation (a) 6,621 (756) 5,865 0.10 5,879 (345) 5,534 0.09 Corporate restructuring (b) 2,159 (510) 1,649 0.03 2,587 (611) 1,976 0.03 Acquisition-related 2,568 (194) 2,374 0.04 2,140 (14) 2,126 0.04 Medical Device Regulation expenses (c) 1,452 (342) 1,110 0.02 1,634 (385) 1,249 0.02 Other (d) — — — — 50 (12) 38 0.00 Other (Income) Expense
Long-term debt costs (e) 6,477 (1,529) 4,948 0.08 1,414 (334) 1,080 0.02 Gain on disposal of business unit — — — — (249) — (249) (0.00) Other non-operating loss (f) 294 (82) 212 0.00 — — — — Non-GAAP net income $ 92,244 $ (20,965) $ 71,279 $ 1.19 $ 78,567 $ (17,576) $ 60,991 $ 1.01 Diluted shares 60,006 60,611
Pre-Tax Tax Impact After-Tax Per Share Impact Pre-Tax Tax Impact After-Tax Per Share Impact
Three Months Ended Three Months Ended
June 30, 2026 June 30, 2025
15
Reconciliation of GAAP Net Income to Non-GAAP Net Income
(Unaudited; in thousands except per share amounts)
Note: Certain per-share impacts may not sum to totals due to rounding.
GAAP net income $ 104,860 $ (25,062) $ 79,798 $ 1.33 $ 81,337 $ (18,609) $ 62,728 $ 1.03 Non-GAAP adjustments: Cost of Sales
Amortization of intangibles 36,945 (8,722) 28,223 0.47 36,586 (8,645) 27,941 0.46 Inventory mark-up related to acquisitions — — — — 67 (16) 51 0.00 Operating Expenses
Contingent consideration (benefit) expense (34) 5 (29) (0.00) 1,166 34 1,200 0.02 Amortization of intangibles 4,950 (1,168) 3,782 0.06 4,937 (1,167) 3,770 0.06 Performance-based share-based compensation (a) 12,429 (1,062) 11,367 0.19 10,653 (931) 9,722 0.16 Corporate restructuring (b) 2,159 (510) 1,649 0.03 2,587 (611) 1,976 0.03 Acquisition-related 6,811 (905) 5,906 0.10 2,156 (18) 2,138 0.04 Medical Device Regulation expenses (c) 2,070 (488) 1,582 0.03 3,228 (762) 2,466 0.04 Other (d) — — — — 29 (7) 22 0.00 Other (Income) Expense
Long-term debt costs (e) 7,891 (1,863) 6,028 0.10 2,828 (668) 2,160 0.04 Gain on disposal of business unit (12,502) 1,520 (10,982) (0.18) (249) — (249) (0.00) Other non-operating loss (f) 825 (207) 618 0.01 — — — — Non-GAAP net income $ 166,404 $ (38,462) $ 127,942 $ 2.13 $ 145,325 $ (31,400) $ 113,925 $ 1.87 Diluted shares 60,010 60,945
Pre-Tax Tax Impact After-Tax Per Share Impact Pre-Tax Tax Impact After-Tax Per Share Impact
Six Months Ended Six Months Ended
June 30, 2026 June 30, 2025
16
Reconciliation of GAAP Operating Income to Non-GAAP Operating Income
(Unaudited; in thousands except percentages)
Note: Certain percentages may not sum to totals due to rounding.
Net Sales as Reported $ 418,843 $ 382,462 $ 800,720 $ 737,813
GAAP Operating Income 60,403 14.4 % 46,880 12.3 % 104,560 13.1 % 87,913 11.9 %
Cost of Sales
Amortization of intangibles 18,718 4.5 % 18,980 5.0 % 36,945 4.6 % 36,586 5.0 %
Inventory mark-up related to acquisitions — — 67 0.0 % — — 67 0.0 %
Operating Expenses
Contingent consideration expense (benefit) 145 0.0 % 143 0.0 % (34) (0.0) % 1,166 0.2 %
Amortization of intangibles 2,496 0.6 % 2,543 0.7 % 4,950 0.6 % 4,937 0.7 %
Performance-based share-based compensation (a) 6,621 1.6 % 5,879 1.5 % 12,429 1.6 % 10,653 1.4 %
Corporate restructuring (b) 2,159 0.5 % 2,587 0.7 % 2,159 0.3 % 2,587 0.4 %
Acquisition-related 2,568 0.6 % 2,140 0.6 % 6,811 0.9 % 2,156 0.3 %
Medical Device Regulation expenses (c) 1,452 0.3 % 1,634 0.4 % 2,070 0.3 % 3,228 0.4 %
Other (d) — — 50 0.0 % — — 29 0.0 %
Non-GAAP Operating Income $ 94,562 22.6 % $ 80,903 21.2 % $ 169,890 21.2 % $ 149,322 20.2 %
Amounts % Sales Amounts % Sales Amounts % Sales Amounts % Sales
Three Months Ended Three Months Ended Six Months Ended Six Months Ended
June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
17
Footnotes to Reconciliations of GAAP Net Income to Non-GAAP Net Income and
GAAP Operating Income to Non-GAAP Operating Income
a) Represents performance-based share-based compensation expense, including stock-settled and cash-settled awards.
b) Includes employee termination benefits associated with activities related to corporate restructuring initiatives and costs to
terminate certain distribution contracts from our Biolife Merger.
c) Represents incremental expenses incurred to comply with the E.U. Medical Device Regulation.
d) Represents costs to comply with Merit’s corporate integrity agreement with the U.S. Department of Justice.
e) Represents costs associated with our Convertible Notes including the amortization of debt issuance costs and a one-time charge
for additional interest incurred pursuant to Merit's obligation to remove restrictive legends.
f) Includes equity method investment loss from equity investees.
18
Reconciliation of Reported Revenue to Constant Currency Revenue (Non-GAAP), and Constant
Currency Revenue, Organic (Non-GAAP)
(Unaudited; in thousands except percentages)
(a) A non-GAAP financial measure. For a definition of this and other non-GAAP financial measures, see the section of this presentation entitled “Notes to
Non-GAAP Financial Measures.”
(b) On February 17, 2026, Merit sold certain assets relating to the DualCap product line to Health Line for $28 million, of which $25.5 million was paid to
Merit at closing.
% Change % Change
Reported Revenue 9.5 % $ 418,843 $ 382,462 8.5 % $ 800,720 $ 737,813 Add: Impact of foreign exchange (2,987) — (10,923) — Constant Currency Revenue (a) 8.7 % $ 415,856 $ 382,462 7.0 % $ 789,797 $ 737,813 Less: Revenue from certain acquisitions — (4,660) (13,704) — Less: Revenue from divestitures (b) (5,296) — (1,644) (10,212) Constant Currency Revenue, Organic (a) 9.0 % $ 411,196 $ 377,166 6.4 % $ 774,449 $ 727,601
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
19
Reconciliation of GAAP Gross Margin to Non-GAAP Gross Margin
(Unaudited; as a percentage of reported revenue)
Note: Certain percentages may not sum to totals due to rounding.
2026 2025 2026 2025
Reported Gross Margin 51.4 % 48.2 % 50.0 % 48.3 %
Add back impact of: Amortization of intangibles 4.5 % 5.0 % 4.6 % 5.0 %
Inventory mark-up related to acquisitions — % 0.0 % — % 0.0 %
Non-GAAP Gross Margin % 53.2 55.8 % 54.6 % 53.3 %
June 30,
Three Months Ended Six Months Ended
June 30,
20
Reconciliation of Reported Cash Flow from Operations to Free Cash Flow
(Unaudited; in thousands)
Reported Cash Flow from Operations $ 109,957 $ 123,879 Less: Capital Expenditures (34,812) (33,340) Free Cash Flow $ 76,617 $ 89,067 Six Months Ended
June 30,
2026 2025
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v3.26.1
Document and Entity Information
Jul. 30, 2026
Document and Entity Information [Abstract]
Document Type
8-K
Document Period End Date
Jul. 30, 2026
Entity File Number
0-18592
Entity Registrant Name
MERIT MEDICAL SYSTEMS INC
Entity Incorporation, State or Country Code
UT
Entity Tax Identification Number
87-0447695
Entity Address, Address Line One
1600 West Merit Parkway
Entity Address, City or Town
South Jordan
Entity Address, State or Province
UT
Entity Address, Postal Zip Code
84095
City Area Code
801
Local Phone Number
253-1600
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Title of 12(b) Security
Common Stock, no par value
Trading Symbol
MMSI
Security Exchange Name
NASDAQ
Entity Emerging Growth Company
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Entity Central Index Key
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