Item 2.02. Results of Operations and Financial Condition.
On January 8, 2026, Merit Medical Systems, Inc. (“Merit”) issued a press release announcing (i) its preliminary unaudited revenue earned for the quarter ended December 31, 2025, and (ii) its plans to report its fourth quarter and year ended 2025 financial results and issue its fiscal year 2026 guidance. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference. The preliminary unaudited revenue information presented in the press release is based upon Merit’s current expectations and may be adjusted as a result of, among other things, completion of customary financial review and audit procedures.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As further discussed in the attached press release, Fred P. Lampropoulos resigned as a director and Chair of Merit’s Board of Directors (the “Board”), effective January 4, 2026, citing personal reasons. This followed the conclusion of Mr. Lampropoulos’ employment as Executive Chair of the Board on January 3, 2026 pursuant to Merit’s CEO Transition Agreement, and his resignation as Merit’s President and Chief Executive Officer.
Mr. Lampropoulos’ resignation is not the result of a dispute or disagreement with Merit’s management or the Board , nor any matter related to Merit’s financial reporting, internal controls, operations, policies, or business practices.
On January 7, 2026, Merit entered into a consulting agreement with Mr. Lampropoulos pursuant to which Mr. Lampropoulos agreed to provide consulting services to Merit for a three-month period in exchange for consulting fees of $250,000 per month.
Following Mr. Lampropoulos’ resignation, the Board appointed F. Ann Millner, Ed.D., formerly Merit’s Lead Independent Director, as Chair of the Board, effective January 5, 2026. Also, effective January 5, 2026, the Board voted unanimously to reduce its size from eleven members to ten members
Item 7.01 Regulation FD Disclosure
The information contained in Item 2.02 and Item 7.01 of this Current Report on Form 8-K (including the exhibit 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 the press release attached as Exhibit 99.1 to this report, Merit makes reference to a financial measure that differs from that presented in accordance with U.S. generally accepted accounting principles (“non-GAAP measure”). Reconciliation of this non-GAAP measure to the comparable GAAP financial measure is included in the attached press release.
