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0000856982falseMERIT MEDICAL SYSTEMS INC00008569822025-10-302025-10-30

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): October 30, 2025

Graphic

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 October 30, 2025, Merit Medical Systems, Inc. (“Merit”) issued a press release announcing its operating and financial results for the quarter ended September 30, 2025. 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 October 30, 2025, Merit is conducting a conference call to discuss its operating and financial results for the quarter ended September 30, 2025. A live webcast and slide presentation will also be available for the conference call on the Merit’s website. A copy of the slide 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 Current Report on Form 8-K (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, respectively, to this report. 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 reliably predict the impact of these items and Merit believes inclusion of 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 October 30, 2025, entitled “Merit Medical Reports Third Quarter 2025 Results and Updates Full-Year 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: October 30, 2025

By:

/s/ Brian G. Lloyd

Brian G. Lloyd

Chief Legal Officer and Corporate Secretary

3

EX-99.1 2 mmsi-20251030xex99d1.htm EX-99.1

Exhibit 99.1

Graphic

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 THIRD QUARTER 2025 RESULTS AND UPDATES FULL-YEAR GUIDANCE

Highlights†

Reported revenue of $384.2 million, up 13.0%
Constant currency revenue* and constant currency revenue, organic* up 12.5% and up 7.8%, respectively
GAAP operating margin of 11.1%, compared to 11.0% in prior year period
Non-GAAP operating margin* of 19.7%, compared to 19.2% in prior year period
GAAP EPS $0.46, down 3.0%
Non-GAAP EPS* $0.92, up 6.7%
Free cash flow* generation of $141.6 million over first nine months of 2025, up 17.6% year-over-year

† Comparisons above are calculated for the current quarter compared with the third quarter of 2024, 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, October 30, 2025 -- Merit Medical Systems, Inc. (NASDAQ: MMSI), a leading global manufacturer and marketer of healthcare technology, today announced revenue of $384.2 million for the quarter ended September 30, 2025, an increase of 13.0% compared to the quarter ended September 30, 2024. Constant currency revenue for the third quarter of 2025 increased 12.5% compared to the prior year period and constant currency revenue, organic, for the third quarter of 2025 increased 7.8% compared to the prior year period.

1


“Merit delivered better-than-expected financial performance in the third quarter, with top and bottom-line results exceeding the high-end of the company’s expectations,” said Martha G. Aronson, Merit’s President and CEO. “We have increased our 2025 revenue and non-GAAP earnings per share guidance to reflect the stronger-than-expected third quarter results and remain confident in our team’s ability to deliver strong execution, stable constant currency growth, improving profitability and solid cash flow generation this year.”

Ms. Aronson continued: “I am proud to join the Merit Medical team and am committed to working closely with the executive leadership team, Fred and the rest of Merit’s Board of Directors to achieve a smooth transition and continued strong execution towards our Continued Growth Initiatives Program and related financial targets for the three-year period ending December 31, 2026.”

Merit’s revenue by operating segment and product category for the three and nine-month periods ended September 30, 2025 and 2024 was as follows (unaudited; in thousands, except for percentages):

    

Three Months Ended

Reported

Constant Currency*

    

September 30, 

Impact of foreign

September 30, 

    

2025

    

2024(1)

% Change

exchange

2025

% Change

Cardiovascular

Peripheral Intervention

 

$

144,781

$

133,083

8.8

%  

$

(602)

$

144,179

8.3

%  

Cardiac Intervention

 

 

116,682

 

90,240

29.3

%  

(719)

115,963

28.5

%  

Custom Procedural Solutions

 

 

54,136

 

50,455

7.3

%  

(441)

53,695

6.4

%  

OEM

 

 

50,826

 

49,077

3.6

%  

(150)

50,676

3.3

%  

Total

 

 

366,425

 

322,855

13.5

%  

(1,912)

364,513

12.9

%  

Endoscopy

Endoscopy Devices

 

 

17,732

 

16,990

4.4

%  

(14)

17,718

4.3

%  

Total

 

$

384,157

$

339,845

13.0

%  

$

(1,926)

$

382,231

12.5

%  

    

Nine Months Ended

Reported

Constant Currency *

    

September 30, 

Impact of foreign

September 30, 

    

2025

    

2024(1)

% Change

exchange

2025

% Change

Cardiovascular

Peripheral Intervention

 

$

424,907

$

397,535

6.9

%  

$

444

$

425,351

7.0

%  

Cardiac Intervention

 

 

331,674

 

273,723

21.2

%  

(330)

331,344

21.1

%  

Custom Procedural Solutions

 

 

155,712

 

149,110

4.4

%  

(666)

155,046

4.0

%  

OEM

 

 

156,870

 

143,676

9.2

%  

(221)

156,649

9.0

%  

Total

 

 

1,069,163

 

964,044

10.9

%  

(773)

1,068,390

10.8

%  

Endoscopy

Endoscopy Devices

 

 

52,807

 

37,312

41.5

%  

(5)

52,802

41.5

%  

Total

 

$

1,121,970

$

1,001,356

12.0

%  

$

(778)

$

1,121,192

12.0

%  

(1) 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.

Merit’s GAAP gross margin for the third quarter of 2025 was 48.5%, compared to GAAP gross margin of 46.4% for the third quarter of 2024. Merit’s non-GAAP gross margin* for the third quarter of 2025 was 53.6%, compared to non-GAAP gross margin* of 50.9% for the third quarter of 2024.

2


Merit’s GAAP net income for the third quarter of 2025 was $27.8 million, or $0.46 per share, compared to GAAP net income of $28.4 million, or $0.48 per share, for the third quarter of 2024. Merit’s non-GAAP net income* for the third quarter of 2025 was $54.9 million, or $0.92 per share, compared to non-GAAP net income* of $51.2 million, or $0.86 per share, for the third quarter of 2024.

As of September 30, 2025, Merit had cash and cash equivalents of $392.5 million and total debt obligations of $747.5 million, compared to cash and cash equivalents of $376.7 million and total debt obligations of $747.5 million as of December 31, 2024. Merit had available borrowing capacity of approximately $697 million as of September 30, 2025.

Fiscal Year 2025 Financial Guidance

Based upon the information currently available to Merit’s management, for the year ending December 31, 2025, 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)

Financial Measure

Year Ending

% Change

Year Ending

% Change

December 31, 2025

Y/Y

December 31, 2025

Y/Y

Net Sales

$1.502 - $1.515 billion

11% - 12%

$1.495 - $1.507 billion

10% - 11%

Cardiovascular Segment

$1.430 - $1.441 billion

10% - 11%

$1.423 - $1.434 billion

9% - 10%

Endoscopy Segment

$72.0 - $74.0 million

32% - 34%

$72.0 - $73.0 million

32% - 34%

Non-GAAP

  

  

Earnings Per Share(1)

$3.66 - $3.79

6% - 10%

$3.52 - $3.72

2% - 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 $0.04 per share for the year ending December 31, 2025. Any offsetting impacts of the capped call associated with the Convertible Notes are not considered.

(2) “Prior Guidance” reflects Merit’s full-year 2025 financial guidance, previously introduced on July 30, 2025.

2025 Net Sales Guidance - % Change from Prior Year (Constant Currency) Reconciliation*

Updated Guidance

Prior Guidance(1)

Low

High

Low

High

2025 Net Sales Guidance - % Change from Prior Year (GAAP)

10.7%

11.7%

10.2%

11.1%

Estimated impact of foreign currency exchange rate fluctuations

(0.5%)

(0.5%)

(0.5%)

(0.5%)

2025 Net Sales Guidance - % Change from Prior Year (Constant Currency)

10.3%

11.2%

9.7%

10.6%

*Percentage figures approximated and may not foot due to rounding

(1)“Prior Guidance” reflects Merit’s full-year 2025 financial guidance, previously introduced on July 30, 2025.

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 reliably predict the impact of these items and Merit believes inclusion of a reconciliation of these forward-looking non-GAAP measures to their GAAP counterparts could be confusing to investors or cause undue reliance.

3


Merit’s financial guidance for the year ending December 31, 2025 is subject to risks and uncertainties identified in this release 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 October 30, 2025. 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.

CONFERENCE CALL

Merit will hold its investor conference call today, Thursday, October 30, 2025, at 5:00 p.m., Eastern Time. 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)

    

September 30, 

    

2025

December 31, 

(Unaudited)

2024

ASSETS

 

  

 

  

Current Assets

 

  

 

  

Cash and cash equivalents

$

392,457

$

376,715

Trade receivables, net

 

210,292

 

190,243

Other receivables

 

19,062

 

16,588

Inventories

 

326,550

 

306,063

Prepaid expenses and other 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, net

 

418,004

 

386,165

Intangible assets, net

 

538,400

 

498,265

Goodwill

 

507,427

 

463,511

Deferred income tax assets

 

16,284

 

16,044

Operating lease right-of-use assets

 

88,496

 

65,508

Other assets

 

76,854

 

65,336

Total Assets

$

2,630,998

$

2,418,603

LIABILITIES AND STOCKHOLDERS' EQUITY

 

  

 

  

Current Liabilities

 

  

 

  

Trade payables

$

64,746

$

68,502

Accrued expenses

 

147,377

 

134,077

Current 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

Stockholders' Equity

 

  

 

  

Common stock

 

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

5


CONSOLIDATED STATEMENTS OF INCOME

(Unaudited, in thousands except per share amounts)

    

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 income (expense) — 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

6


CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

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 a business

(249)

 

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

Stock-based compensation expense

 

33,563

 

18,958

Other adjustments

4,711

4,569

Changes in operating assets and liabilities, net of acquisitions

 

(31,319)

 

(47,711)

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)

Cash paid for notes receivable and other investments

(14,936)

(10,223)

Cash paid in acquisitions, net of cash acquired

(122,834)

(110,182)

Other investing, net

(2,029)

(2,133)

Net cash, cash equivalents, and restricted cash used in investing activities

(197,051)

(154,206)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

Proceeds from issuance of common stock

22,179

15,424

Proceeds from (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

 

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

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 adjustments of ($1.9) million and $ (0.8) million to reported revenue for the three and nine-month periods ended September 30, 2025, respectively, were calculated using the applicable average foreign exchange rates for the three and nine-month periods ended September 30, 2024.

8


Constant Currency Revenue, Organic

Merit’s constant currency revenue, organic, is defined, with respect to prior fiscal year periods, as GAAP revenue. 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. For the three-month period ended September 30, 2025, Merit’s constant currency revenue, organic, excludes revenues attributable to products acquired in connection with (i) Merit’s merger transaction with Biolife Delaware, L.L.C. (“Biolife”) in May 2025 (the “Biolife Merger”) and (ii) the assets acquired from Cook Medical Holdings LLC in November 2024 (the “Cook Transaction”). For the nine-month period ended September 30, 2025, Merit’s constant currency revenue, organic, excludes revenues attributable to products acquired in connection with (i) the Biolife Merger, (ii) the Cook Transaction and (iii) the assets acquired from EndoGastric Solutions, Inc. in July 2024.

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 debt issuance costs, 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 nine-month periods ended September 30, 2025 and 2024. The non-GAAP income adjustments referenced in the following tables do not reflect non-performance-based stock compensation expense of $4.6 million and $3.1 million for the three-month periods ended September 30, 2025 and 2024, respectively and $13.9 million and $9.6 million for the nine-month periods ended September 30, 2025 and 2024, respectively.

9


Reconciliation of GAAP Net Income to Non-GAAP Net Income

(Unaudited, in thousands except per share amounts)

Three Months Ended

September 30, 2025

    

Pre-Tax

    

Tax Impact

    

After-Tax

    

Per Share Impact

GAAP net income

$

38,540

$

(10,785)

$

27,755

$

0.46

Non-GAAP adjustments:

 

  

 

  

 

  

 

  

Cost of Sales

  

  

  

  

Amortization of intangibles

19,212

(4,539)

14,673

0.24

Inventory mark-up related to acquisitions

183

(43)

140

0.00

Operating Expenses

  

  

Contingent consideration expense

32

(5)

27

0.00

Amortization of intangibles

2,560

(604)

1,956

0.03

Performance-based share-based compensation (a)

9,028

(1,413)

7,615

0.13

Corporate restructuring (b)

286

(67)

219

0.00

Acquisition-related

(68)

16

(52)

(0.00)

Medical Device Regulation expenses (c)

1,655

(391)

1,264

0.02

Other (d)

74

(17)

57

0.00

Other (Income) Expense

Amortization of long-term debt issuance costs

1,414

(334)

1,080

0.02

Other non-operating loss (e)

260

(61)

199

0.00

Non-GAAP net income

$

73,176

$

(18,243)

$

54,933

$

0.92

Diluted shares

 

  

 

  

 

  

 

59,919

Three Months Ended

September 30, 2024

Pre-Tax

Tax Impact

After-Tax

Per Share Impact

GAAP net income

    

$

36,657

    

$

(8,213)

    

$

28,444

    

$

0.48

Non-GAAP adjustments:

 

  

 

  

 

  

 

  

Cost of Sales

  

  

  

  

Amortization of intangibles

14,896

(3,522)

11,374

0.19

Inventory mark-up related to acquisitions

559

(132)

427

0.01

Operating Expenses

  

  

Contingent consideration expense

103

(6)

97

0.00

Amortization of intangibles

2,038

(482)

1,556

0.03

Performance-based share-based compensation (a)

3,736

(609)

3,127

0.05

Corporate restructuring (b)

2,084

(492)

1,592

0.03

Acquisition-related

2,351

(555)

1,796

0.03

Medical Device Regulation expenses (c)

1,983

(468)

1,515

0.03

Other (d)

125

(30)

95

0.00

Other (Income) Expense

  

Amortization of long-term debt issuance costs

1,477

(349)

1,128

0.02

Non-GAAP net income

$

66,009

$

(14,858)

$

51,151

$

0.86

Diluted shares

 

  

 

  

 

  

 

59,537


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)

Nine Months Ended

September 30, 2025

    

Pre-Tax

    

Tax Impact

    

After-Tax

    

Per Share Impact

GAAP net income

$

119,877

$

(29,394)

$

90,483

$

1.49

Non-GAAP adjustments:

 

  

 

  

 

  

 

  

Cost of Sales

  

  

  

Amortization of intangibles

55,798

(13,184)

42,614

 

0.70

Inventory mark-up related to acquisitions

250

(59)

191

0.00

Operating Expenses

  

  

Contingent consideration expense

1,198

29

1,227

 

0.02

Amortization of intangibles

7,497

(1,771)

5,726

 

0.09

Performance-based share-based compensation (a)

19,681

(2,344)

17,337

0.29

Corporate restructuring (b)

2,873

(678)

2,195

 

0.04

Acquisition-related

2,088

(2)

2,086

 

0.03

Medical Device Regulation expenses (c)

4,883

(1,153)

3,730

 

0.06

Other (d)

103

(24)

79

0.00

Other (Income) Expense

 

Amortization of long-term debt issuance costs

4,242

(1,002)

3,240

 

0.05

Other non-operating loss (gain) (e)

11

(61)

(50)

(0.00)

Non-GAAP net income

$

218,501

$

(49,643)

$

168,858

$

2.79

Diluted shares

 

 

  

 

  

 

60,604

Nine Months Ended

September 30, 2024

    

Pre-Tax

    

Tax Impact

    

After-Tax

    

Per Share Impact

GAAP net income

$

116,848

$

(24,438)

$

92,410

$

1.57

Non-GAAP adjustments:

 

  

 

  

 

  

 

  

Cost of Sales

 

  

 

  

 

  

 

  

Amortization of intangibles

 

40,827

(9,654)

 

31,173

 

0.53

Inventory mark-up related to acquisitions

 

559

(132)

 

427

 

0.01

Operating Expenses

 

 

  

 

Contingent consideration expense

 

292

(31)

 

261

 

0.00

Amortization of intangibles

 

5,546

(1,312)

 

4,234

 

0.07

Performance-based share-based compensation (a)

9,396

(1,466)

7,930

0.13

Corporate restructuring (b)

 

2,030

(479)

 

1,551

 

0.03

Acquisition-related

 

3,610

(852)

 

2,758

 

0.05

Medical Device Regulation expenses (c)

6,120

(1,445)

4,675

0.08

Other (d)

302

(72)

230

0.00

Other (Income) Expense

 

 

  

 

Amortization of long-term debt issuance costs

 

4,431

(1,046)

 

3,385

 

0.06

Non-GAAP net income

$

189,961

$

(40,927)

$

149,034

$

2.53

Diluted shares

 

 

  

 

  

 

58,948


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

Nine Months Ended

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

    

Amounts

    

% Sales

    

Amounts

    

% Sales

    

Amounts

    

% Sales

    

Amounts

    

% Sales

Net Sales as Reported

$

384,157

$

339,845

$

1,121,970

$

1,001,356

GAAP Operating Income

42,612

11.1

%

37,261

11.0

%

130,525

11.6

%

119,129

11.9

%

Cost of Sales

Amortization of intangibles

19,212

5.0

%

14,896

4.4

%

55,798

5.0

%

40,827

4.1

%

Inventory mark-up related to acquisitions

183

0.0

%

559

0.2

%

250

0.0

%

559

0.1

%

Operating Expenses

Contingent consideration expense

32

0.0

%

103

0.0

%

1,198

0.1

%

292

0.0

%

Amortization of intangibles

2,560

0.7

%

2,038

0.6

%

7,497

0.7

%

5,546

0.6

%

Performance-based share-based compensation (a)

9,028

2.4

%

3,736

1.1

%

19,681

1.8

%

9,396

0.9

%

Corporate restructuring (b)

286

0.1

%

2,084

0.6

%

2,873

0.3

%

2,030

0.2

%

Acquisition-related

(68)

(0.0)

%

2,351

0.7

%

2,088

0.2

%

3,610

0.4

%

Medical Device Regulation expenses (c)

1,655

0.4

%

1,983

0.6

%

4,883

0.4

%

6,120

0.6

%

Other (d)

74

0.0

%

125

0.0

%

103

0.0

%

302

0.0

%

Non-GAAP Operating Income

$

75,574

19.7

%

$

65,136

19.2

%

$

224,896

20.0

%

$

187,811

18.8

%


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 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 (the “DOJ”).
(e) Includes gains and losses associated with the disposal of business units and equity method investment loss (income) 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

Nine Months Ended

September 30, 

September 30, 

    

% Change

    

2025

    

2024

    

% Change

    

2025

    

2024

Reported Revenue

 

13.0

%  

$

384,157

$

339,845

 

12.0

%  

$

1,121,970

$

1,001,356

Add: Impact of foreign exchange

 

 

(1,926)

 

 

 

(778)

 

Constant Currency Revenue (a)

 

12.5

%  

$

382,231

$

339,845

 

12.0

%  

$

1,121,192

$

1,001,356

Less: Revenue from certain acquisitions

(16,031)

(51,445)

Constant Currency Revenue, Organic (a)

7.8

%  

$

366,200

$

339,845

6.8

%  

$

1,069,747

$

1,001,356


(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.”

13


Reconciliation of Reported Gross Margin to Non-GAAP Gross Margin (Non-GAAP)

(Unaudited, as a percentage of reported revenue)

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

    

2025

    

2024

    

2025

    

2024

 

Reported Gross Margin

 

48.5

%  

46.4

%  

48.4

%  

47.0

%

Add back impact of:

 

  

 

  

 

  

 

  

Amortization of intangibles

 

5.0

%  

4.4

%  

5.0

%  

4.1

%

Inventory mark-up related to acquisitions

 

0.0

%  

0.2

%

0.0

%  

0.1

%

Non-GAAP Gross Margin

53.6

%  

50.9

%  

53.4

%  

51.1

%  


Note: Certain percentages may not sum to totals due to rounding.

14


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 7,400 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 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 could 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 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.

15


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 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 which 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, 2024 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, 2025, June 30, 2025 and September 30, 2025, which Merit filed with the SEC.

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.

# # #

16


EX-99.2 3 mmsi-20251030xex99d2.htm EX-99.2
Exhibit 99.2

GRAPHIC

1 Merit Medical Investor Call October 30, 2025 Third Quarter 2025 Results Martha Aronson President and CEO Raul Parra CFO


GRAPHIC

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 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 could 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 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 Delaware, L.L.C. (“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 from Cook Medical Holdings LLC in November 2024 (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 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 which 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, 2024 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, 2025, June 30, 2025 and September 30, 2025, which Merit filed with the SEC. 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.


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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.


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4 Q3 2025 Q3 2024 % Change YTD 2025 YTD 2024 % Change Revenue $384.2 $339.8 13.0% $1,122.0 $1,001.4 12.0% Gross Margin 48.5% 46.4% 4.7% 48.4% 47.0% 3.0% Operating Margin 11.1% 11.0% 1.2% 11.6% 11.9% (2.2)% Net Income $27.8 $28.4 (2.4)% $90.5 $92.4 (2.1)% Earnings per Share $0.46 $0.48 (3.0)% $1.49 $1.57 (4.8)% 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


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5 Q3 2025 Q3 2024 % Change YTD 2025 YTD 2024 % Change Revenue $366.2† $339.8 7.8% $1,069.7† $1,001.4 6.8% Gross Margin 53.6% 50.9% 5.2% 53.4% 51.1% 4.5% Operating Margin 19.7% 19.2% 2.6% 20.0% 18.8% 6.9% Net Income $54.9 $51.2 7.4% $168.9 $149.0 13.3% Earnings per Share $0.92 $0.86 6.7% $2.79 $2.53 10.2% 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. † A non-GAAP financial measure, representing constant currency revenue, organic. In millions, except per share amounts and percentages


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6 Revenue Breakdown – Q3 Region Q3 2025 Q3 2024 $ Change % Change CC % Change* U.S. $230,597 $206,492 $24,105 11.7% 12.1% APAC 64,855 60,382 4,473 7.4% 7.7% EMEA 71,531 58,474 13,057 22.3% 17.5% Rest of World 17,174 14,497 2,677 18.5% 17.8% Total International 153,560 133,353 20,207 15.2% 13.1% Total $384,157 $339,845 $44,312 13.0% 12.5% 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


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7 Revenue Breakdown - YTD Region YTD 2025 YTD 2024 $ Change % Change CC % Change* U.S. $671,243 $587,250 $83,993 14.3% 14.3% APAC 193,983 190,053 3,930 2.1% 2.7% EMEA 207,431 181,802 25,629 14.1% 11.7% Rest of World 49,313 42,251 7,062 16.7% 22.0% Total International 450,727 414,106 36,621 8.8% 8.6% Total $1,121,970 $1,001,356 $120,614 12.0% 12.0% 7 * 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


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8 Financial Metrics Metric Q3 2025 Q3 2024 YTD 2025 YTD 2024 Depreciation & Amortization $31.3 $26.4 $91.6 $74.1 Stock Comp (performance-based) 9.0 3.7 19.7 9.4 Stock Comp (not performance-based) 4.6 3.1 13.9 9.6 Operating Cash Flow 75.0 47.3 198.9 152.1 Capital Expenditures-Property and Equipment 22.4 9.4 57.3 31.7 8 In millions


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9 Fiscal Year 2025 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 reliably predict the impact of these items and Merit believes inclusion of 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, 2025, 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 October 30, 2025. 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 2025 financial guidance, previously introduced on July 30, 2025. Financial Measure Year Ending % Change Year Ending % Change December 31, 2025 Y/Y December 31, 2025 Y/Y Net S ales $1.502 - $1.515 billion 11% - 12% $1.495 - $1.507 billion 10% - 11% Cardiovascular Segment $1.430 - $1.441 billion 10% - 11% $1.423 - $1.434 billion 9% - 10% Endoscopy Segment $72.0 - $74.0 million 32% - 34% $72.0 - $73.0 million 32% - 34% Non-GAAP Earnings Per Share(1) $3.66 - $3.79 6% - 10% $3.52 - $3.72 2% - 8% Updated Guidance Prior Guidance(2) * Percentage figures approximated; percentage and dollar figures may not foot due to rounding 2025 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 $0.04 per share for the year ending December 31, 2025. Any offsetting impacts of the capped call associated with the Convertible Notes are not considered. (2) “Prior Guidance” reflects Merit’s full-year 2025 financial guidance, previously introduced on July 30, 2025. Low High Low High 2025 Net Sales Guidance - % Change from Prior Year (GAAP) 10.7% 11.7% 10.2% 11.1% Estimated impact of foreign currency exchange rate fluctuations (0.5%) (0.5%) (0.5%) (0.5%) 2025 Net Sales Guidance - % Change from Prior Year (Constant Currency) 10.3% 11.2% 9.7% 10.6% Updated Guidance Prior Guidance(1)


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10 Appendix


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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 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.


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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 adjustments of ($1.9) million and ($0.8) million to reported revenue for the three and nine-month periods ended September 30, 2025, respectively, were calculated using the applicable average foreign exchange rates for the three and nine-month periods ended September 30, 2024. Constant Currency Revenue, Organic Merit’s constant currency revenue, organic, is defined, with respect to prior fiscal year periods, as GAAP revenue. 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. For the three-month period ended September 30, 2025, Merit’s constant currency revenue, organic, excludes revenues attributable to products acquired in connection with (i) Merit’s merger transaction with Biolife in May 2025 (the “Biolife Merger”) and (ii) the Cook Transaction. For the nine-month period ended September 30, 2025, Merit’s constant currency revenue, organic, excludes revenues attributable to products acquired in connection with (i) the Biolife Merger, (ii) the Cook Transaction and (iii) the assets acquired from EndoGastric Solutions, Inc. in July 2024. 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.


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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 debt issuance costs, 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 nine-month periods ended September 30, 2025 and 2024. The non-GAAP income adjustments referenced in the following tables do not reflect non-performance-based stock compensation expense of $4.6 million and $3.1 million for the three-month periods ended September 30, 2025 and 2024, respectively and $13.9 million and $9.6 million for the nine-month periods ended September 30, 2025 and 2024, respectively.


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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 $ 38,540 $ (10,785) $ 27,755 $ 0.46 $ 36,657 $ (8,213) $ 28,444 $ 0.48 Non-GAAP adjustments: Cost of Sales Amortization of intangibles 19,212 (4,539) 14,673 0.24 14,896 (3,522) 11,374 0.19 Inventory mark-up related to acquisitions 183 (43) 140 0.00 559 (132) 427 0.01 Operating Expenses Contingent consideration expense 32 (5) 27 0.00 103 (6) 97 0.00 Amortization of intangibles 2,560 (604) 1,956 0.03 2,038 (482) 1,556 0.03 Performance-based share-based compensation (a) 9,028 (1,413) 7,615 0.13 3,736 (609) 3,127 0.05 Corporate restructuring (b) 286 (67) 219 0.00 2,084 (492) 1,592 0.03 Acquisition-related (68) 16 (52) (0.00) 2,351 (555) 1,796 0.03 Medical Device Regulation expenses (c) 1,655 (391) 1,264 0.02 1,983 (468) 1,515 0.03 Other (d) 74 (17) 57 0.00 125 (30) 95 0.00 Other (Income) Expense Amortization of long-term debt issuance costs 1,414 (334) 1,080 0.02 1,477 (349) 1,128 0.02 Other non-operating loss (e) 260 (61) 199 0.00 — — — — Non-GAAP net income $ 73,176 $ (18,243) $ 54,933 $ 0.92 $ 66,009 $ (14,858) $ 51,151 $ 0.86 Diluted shares 59,919 59,537 Three Months Ended Three Months Ended September 30, 2025 September 30, 2024 Pre-Tax Tax Impact After-Tax Per Share Impact Pre-Tax Tax Impact After-Tax Per Share Impact


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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 $ 119,877 $ (29,394) $ 90,483 $ 1.49 $ 116,848 $ (24,438) $ 92,410 $ 1.57 Non-GAAP adjustments: Cost of Sales Amortization of intangibles 55,798 (13,184) 42,614 0.70 40,827 (9,654) 31,173 0.53 Inventory mark-up related to acquisitions 250 (59) 191 0.00 559 (132) 427 0.01 Operating Expenses Contingent consideration expense 1,198 29 1,227 0.02 292 (31) 261 0.00 Amortization of intangibles 7,497 (1,771) 5,726 0.09 5,546 (1,312) 4,234 0.07 Performance-based share-based compensation (a) 19,681 (2,344) 17,337 0.29 9,396 (1,466) 7,930 0.13 Corporate restructuring (b) 2,873 (678) 2,195 0.04 2,030 (479) 1,551 0.03 Acquisition-related 2,088 (2) 2,086 0.03 3,610 (852) 2,758 0.05 Medical Device Regulation expenses (c) 4,883 (1,153) 3,730 0.06 6,120 (1,445) 4,675 0.08 Other (d) 103 (24) 79 0.00 302 (72) 230 0.00 Other (Income) Expense Amortization of long-term debt issuance costs 4,242 (1,002) 3,240 0.05 4,431 (1,046) 3,385 0.06 Other non-operating loss (gain) (e) 11 (61) (50) (0.00) — — — — Non-GAAP net income $ 218,501 $ (49,643) $ 168,858 $ 2.79 $ 189,961 $ (40,927) $ 149,034 $ 2.53 Diluted shares 60,604 58,948 Nine Months Ended Nine Months Ended September 30, 2025 September 30, 2024 Pre-Tax Tax Impact After-Tax Per Share Impact Pre-Tax Tax Impact After-Tax Per Share Impact


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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 $ 384,157 $ 339,845 $ 1,121,970 $ 1,001,356 GAAP Operating Income 42,612 11.1 % 37,261 11.0 % 130,525 11.6 % 119,129 11.9 % Cost of Sales Amortization of intangibles 19,212 5.0 % 14,896 4.4 % 55,798 5.0 % 40,827 4.1 % Inventory mark-up related to acquisitions 183 0.0 % 559 0.2 % 250 0.0 % 559 0.1 % Operating Expenses Contingent consideration expense 32 0.0 % 103 0.0 % 1,198 0.1 % 292 0.0 % Amortization of intangibles 2,560 0.7 % 2,038 0.6 % 7,497 0.7 % 5,546 0.6 % Performance-based share-based compensation (a) 9,028 2.4 % 3,736 1.1 % 19,681 1.8 % 9,396 0.9 % Corporate restructuring (b) 286 0.1 % 2,084 0.6 % 2,873 0.3 % 2,030 0.2 % Acquisition-related (68) (0.0) % 2,351 0.7 % 2,088 0.2 % 3,610 0.4 % Medical Device Regulation expenses (c) 1,655 0.4 % 1,983 0.6 % 4,883 0.4 % 6,120 0.6 % Other (d) 74 0.0 % 125 0.0 % 103 0.0 % 302 0.0 % Non-GAAP Operating Income $ 75,574 19.7 % $ 65,136 19.2 % $ 224,896 20.0 % $ 187,811 18.8 % Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 Amounts % Sales Amounts % Sales Amounts % Sales Amounts % Sales


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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 the U.S. Department of Justice. e) Includes gains and losses associated with the disposal of business units and equity method investment loss (income) from equity investees.


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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.” % Change % Change Reported Revenue 13.0 % $ 384,157 $ 339,845 12.0 % $ 1,121,970 $ 1,001,356 Add: Impact of foreign exchange (1,926) — (778) — Constant Currency Revenue (a) 12.5 % $ 382,231 $ 339,845 12.0 % $ 1,121,192 $ 1,001,356 Less: Revenue from certain acquisitions — (16,031) (51,445) — Constant Currency Revenue, Organic (a) 7.8 % $ 366,200 $ 339,845 6.8 % $ 1,069,747 $ 1,001,356 T hree Months Ended Nine Months Ended September 30, September 30, 2025 2024 2025 2024


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19 Reconciliation of Reported 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. 2025 2024 2025 2024 Reported Gross Margin 48.5 % 46.4 % 48.4 % 47.0 % Add back impact of: Amortization of intangibles 5.0 % 4.4 % 5.0 % 4.1 % Inventory mark-up related to acquisitions 0.0 % 0.2 % 0.0 % 0.1 % Non-GAAP Gross Margin % 50.9 53.6 % 53.4 % 51.1 % September 30, Three Months Ended Nine Months Ended September 30,


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