CONMED Corp
For the period ended Mar 31, 2026. Filed Apr 30, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Apr 30, 2026
CNMD$51.50-2.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0000816956-25-000056
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-04-30.
0000816956-26-000053
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 95 previous paragraphs and 95 current paragraphs.
57 unchanged; 27 reworded; 11 added; 11 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
•the impact of divestitures of products or product portfolios;
Current report
On December 5, 2025, we announced our intent to exit our gastroenterology product lines as part of our portfolio optimization strategy. This included the termination of our distribution agreement with W.L. Gore & Associates, Inc. ("Gore") for the Gore® VIABIL® biliary stent effective January 1, 2026 and the subsequent sale of certain assets related to our gastroenterology product lines during the three months ended March 31, 2026. We subsequently sold the remaining gastroenterology product lines during April 2026.
Current report
Net sales decreased 1.3% in the three months ended March 31, 2026 compared to the same period a year ago due to the exit from many products in the gastroenterology product line during the quarter. Gastroenterology sales were $9.5 million and $25.0 million during the three months ended March 31, 2026 and March 31, 2025, respectively. This decrease was partially offset by sales growth in Orthopedic surgery.
Current report
•General surgery sales decreased 7.4% in the three months ended March 31, 2026 primarily due to the exit from many products in the gastroenterology product line during the quarter.
Current report
The 260 basis point increase in gross profit margins during the three months ended March 31, 2026 was primarily due to a $1.9 million benefit resulting from the termination of our distribution agreement with W.L. Gore & Associates, Inc. for the Gore® VIABIL® biliary stent; the favorable impact of foreign currency exchange rates and product mix. In addition, during the three months ended March 31, 2025 we incurred costs of $3.4 million for the engagement of consultants to evaluate and propose improvements to our supply chain and manufacturing operations.
Current report
•a $3.9 million benefit resulting from the gain on the sale of certain assets related to gastroenterology products; and
Current report
The decrease in selling and administrative expense as a percentage of sales was partially offset by $7.5 million of consulting fees, legal fees and other costs related to operational optimization during three months ended March 31, 2026; $3.3 million of cash and stock-based compensation costs related to advisory services provided by our former Chief Financial Officer in the three months ended March 31, 2026; and increased investment into our key growth drivers.
Current report
•A decrease in cash flows from other assets due to the timing of payments on prepaid contracts and increases in field inventory.
Current report
•During the three months ended March 31, 2026, we paid $37.0 million for repurchases of common stock.
Current report
•During the three months ended March 31, 2025, we repaid $14.6 million on our term loan.
Current report
•During the three months ended March 31, 2025, we paid $6.2 million in dividends.
Removed paragraphs (11)
Previous report
•laws and government regulations;
Previous report
Under the terms of our Distribution Agreement with W. L. Gore & Associates, Inc. (“Gore®”), CONMED has exclusive distribution rights to the Gore® VIABIL® Biliary Endoprosthesis for endoscopic placement (“VIABIL® device”) in the United States and Canada (“Distribution Agreement”) through December 31, 2026. CONMED will not be renewing its Distribution Agreement for the commercial support and distribution of the Gore® VIABIL® device after December 31, 2026. The VIABIL distribution represented $44.1 million of net sales in the nine months ending September 30, 2025, with a gross profit margin of approximately 38%.
Previous report
Net sales increased 6.7% and 4.2% in the three and nine months ended September 30, 2025, respectively, compared to the same periods a year ago. The increases during the three and nine months ended September 30, 2025 were due to growth in both the orthopedic surgery and general surgery product lines. There was a return to growth in capital sales during the three months ended September 30, 2025; however, growth during the nine months ended September 30, 2025 was impacted by lower capital sales as we work through supply chain and manufacturing operation improvements.
Previous report
•General surgery sales increased 7.3% and 5.1% in the three and nine months ended September 30, 2025, respectively, primarily due to growth in our AirSeal®, Buffalo Filter® and biliary product offerings.
Previous report
During the three and nine months ended September 30, 2025 we incurred costs of $3.7 million and $12.3 million, respectively, for the engagement of consultants to evaluate and propose improvements to our supply chain and manufacturing operations. As a result of our consultations and internal review, we wrote off $19.7 million in inventory, equipment, tooling and patents related to the cancellation of planned new product lines and discontinuation of certain catalog numbers during the three and nine months ended September 30, 2025. During the nine months ended September 30, 2024, we wrote off $1.4 million in inventory, tooling and equipment related to the cancellation of a planned new product line. The 730 and 250 basis point decreases in gross profit margins during the three and nine months ended September 30, 2025, respectively, were mainly due to these charges as well as the cost of tariffs.
Previous report
•$5.5 million and $8.5 million of consulting fees related to operational optimization during the three and nine months ended September 30, 2025, respectively; and
Previous report
Other Expense
Previous report
Other expense during the nine months ended September 30, 2025 was related to costs associated with our eighth amended and restated senior credit agreement entered into June 10, 2025, as further described in Note 10. These costs included $0.4 million related to a loss on early extinguishment and third party fees.
Previous report
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the United States. The OBBBA permanently extends and modifies significant provisions of the Tax Cuts and Jobs Act. Key modifications expected to impact the Company’s effective tax rate and cash tax position include the increased business interest expense limitation and the reduced federal research credit benefit effective in 2025 and changes to the international tax provisions effective in 2026. The Company has included the estimated impact of the OBBBA in the income tax provision for the three and nine months ended September 30, 2025. The estimated impact was not material to the consolidated condensed financial statements.
Previous report
•During the nine months ended September 30, 2025, we had net payments on our term loan of $54.6 million, inclusive of a $25.2 million impact on both borrowings and repayments between independent counterparties associated with the eighth amended and restated senior credit agreement.
Previous report
•During the nine months ended September 30, 2024, we repaid the remaining $70.0 million outstanding on the 2.625% Notes.
Reworded paragraphs (27)
Previous wording
•compliance with and changes in regulatory requirements;
Current wording
•compliance with and changes in laws and regulatory requirements;
Previous wording
CONMED Corporation is a medical technology company that provides devices and equipment for surgical procedures. The Company’s products are used by surgeons and other healthcare professionals in a variety of specialties including orthopedics, general surgery, gynecology, thoracic surgery and gastroenterology.
Current wording
CONMED Corporation is a medical technology company that provides devices and equipment for surgical procedures. The Company’s products are used by surgeons and other healthcare professionals in a variety of specialties including orthopedics, general surgery, gynecology, and thoracic surgery.
Previous wording
Our product lines consist of orthopedic surgery and general surgery. Orthopedic surgery consists of sports medicine and lower extremities instrumentation and implants, small bone, large bone and specialty powered surgical instruments as well as imaging systems for use in minimally invasive surgery procedures and service fees related to the promotion and marketing of sports medicine allograft tissue. General surgery consists of a complete line of endo-mechanical instrumentation for minimally invasive laparoscopic and gastrointestinal procedures, clinical insufflation, smoke evacuation devices, a line of cardiac monitoring products as well as electrosurgical generators and related instruments. These product lines as a percentage of consolidated net sales are as follows:
Current wording
Our product lines consist of orthopedic surgery and general surgery. Orthopedic surgery consists of sports medicine and lower extremities instrumentation and implants, small bone, large bone and specialty powered surgical instruments as well as imaging systems for use in minimally invasive surgery procedures and service fees related to the promotion and marketing of sports medicine allograft tissue. General surgery consists of a complete line of endo-mechanical instrumentation for minimally invasive laparoscopic procedures, clinical insufflation, smoke evacuation devices, a line of cardiac monitoring products as well as electrosurgical generators and related instruments. These product lines as a percentage of consolidated net sales are as follows:
Previous wording
A significant amount of our products are used in surgical procedures with approximately 86% of our revenues derived from the sale of single-use products. Our capital equipment offerings also facilitate the ongoing sale of related single-use products and accessories, thus providing us with a recurring revenue stream. We manufacture substantially all of our products in facilities located in the United States and Mexico. We market our products both domestically and internationally directly to customers and through distributors. International sales approximated 43% of our consolidated net sales during both the nine months ended September 30, 2025 and 2024.
Current wording
A significant amount of our products are used in surgical procedures with approximately 85% of our revenues derived from the sale of single-use products. Our capital equipment offerings also facilitate the ongoing sale of related single-use products and accessories, thus providing us with a recurring revenue stream. We manufacture substantially all of our products in facilities located in the United States and Mexico. We market our products both domestically and internationally directly to customers and through distributors. International sales approximated 45% and 43% of our consolidated net sales during the three months ended March 31, 2026 and 2025, respectively.
Previous wording
The Company has been and continues to be impacted by the macro-economic environment and we are experiencing higher manufacturing and operating costs caused by inflationary pressures and ongoing supply chain challenges. We continue to monitor our spending and expenses in light of these factors. This will likely impact our results of operations and we therefore engaged a consulting firm to evaluate and propose improvements in our supply chain and manufacturing operations. In addition, our results of operations are being impacted by tariffs placed on imported goods to the United States as well as exporting of products to other countries. We are actively working to mitigate this impact. See "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024 for more information.
Current wording
In recent years, the Company has experienced higher manufacturing and operating costs as well as ongoing supply chain challenges. We continue to monitor our spending and expenses in light of these factors. We engaged a consulting firm during the past year to evaluate and propose improvements in our manufacturing operations. In addition, our results of operations are being impacted by tariffs placed on imported goods to the United States as well as exporting of products to other countries. During the first quarter of 2026, the Supreme Court ruled tariffs paid under the International Emergency Economic Powers Act ("IEEPA") were illegal. We are following the process to submit refund claims for such payments however this requires review and approval from the U.S. Customs and Border Protection agency and therefore we have not recorded any receivables related to these potential refunds at this time. See "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 for more information.
Previous wording
The following table presents net sales by product line for the three and nine months ended September 30, 2025 and 2024:
Current wording
The following table presents net sales by product line for the three months ended March 31, 2026 and 2025:
Previous wording
•Orthopedic surgery sales increased 5.9% and 3.0% in the three and nine months ended September 30, 2025, respectively, primarily due to growth in our procedure specific, foot and ankle and BioBrace® product offerings.
Current wording
•Orthopedic surgery sales increased 6.8% in the three months ended March 31, 2026, primarily due to growth in our procedure-specific and BioBrace® product offerings.
Previous wording
Cost of sales increased to $171.8 million in the three months ended September 30, 2025 as compared to $137.7 million in the three months ended September 30, 2024 and increased to $469.3 million in the nine months ended September 30, 2025 as compared to $426.4 million in the nine months ended September 30, 2024. Gross profit margins decreased 730 basis points to 49.2% in the three months ended September 30, 2025 as compared to 56.5% in the three months ended September 30, 2024. Gross profit margins decreased 250 basis points to 53.1% in nine months ended September 30, 2025 as compared to 55.6% in the nine months ended September 30, 2024.
Current wording
Cost of sales decreased to $133.6 million in the three months ended March 31, 2026 as compared to $143.5 million in the three months ended March 31, 2025. Gross profit margins increased 260 basis points to 57.9% in the three months ended March 31, 2026 as compared to 55.3% in the three months ended March 31, 2025.
Previous wording
Selling and administrative expense increased to $140.3 million in the three months ended September 30, 2025 as compared to $99.7 million in the three months ended September 30, 2024 and increased to $425.2 million in the nine months ended September 30, 2025 as compared to $345.6 million in the nine months ended September 30, 2024. Selling and administrative expense as a percentage of net sales increased 1,000 basis points to 41.5% in the three months ended September 30, 2025 as compared to 31.5% in the three months ended September 30, 2024 and increased 650 basis points to 42.5% in the nine months ended September 30, 2025 as compared to 36.0% in the nine months ended September 30, 2024. The increases in selling and administrative expense as a percentage of sales for the three and nine months ended September 30, 2025 were primarily driven by:
Current wording
Selling and administrative expense decreased to $141.7 million in the three months ended March 31, 2026 as compared to $148.8 million in the three months ended March 31, 2025. Selling and administrative expense as a percentage of net sales decreased 160 basis points to 44.7% in the three months ended March 31, 2026 as compared to 46.3% in the three months ended March 31, 2025. The decrease in selling and administrative expense as a percentage of sales for the three months ended March 31, 2026 was primarily driven by:
Previous wording
•$12.2 million of cash and stock-based compensation costs related to advisory services provided by our former Chief Executive Officer in the nine months ended September 30, 2025;
Current wording
•$12.2 million of cash and stock-based compensation costs related to advisory services provided by our former Chief Executive Officer in the three months ended March 31, 2025;
Previous wording
•$1.3 million and $3.5 million in expense related to fair value adjustments to contingent consideration in the three and nine months ended September 30, 2025, respectively, compared to income of $27.0 million and $42.3 million in the three and nine months ended September 30, 2024, respectively, see Note 6.
Current wording
•a decrease of $3.2 million in costs related to fair value adjustments to contingent consideration ($0.7 million of expense for the three months ended March 31, 2026 compared to $4.0 million of expense for the three months ended March 31, 2025), see Note 6
Previous wording
Salesforce and commissions, marketing, general & administrative costs and amortization expense in the three and nine months ended September 30, 2025 were in line with the three and nine months ended September 30, 2024 as a percentage of sales.
Current wording
General and administrative costs and amortization expense in the three months ended March 31, 2026 were in line with the three months ended March 31, 2025 as a percentage of sales.
Previous wording
Research and development expense increased to $13.9 million in the three months ended September 30, 2025 as compared to $13.6 million in the three months ended September 30, 2024 and decreased to $41.0 million in the nine months ended September 30, 2025 as compared to $41.3 million in the nine months ended September 30, 2024. As a percentage of net sales, research and development expense decreased 20 basis points to 4.1% in both the three and nine months ended September 30, 2025 as compared to 4.3% in both the three and nine months ended September 30, 2024. Spend as a percentage of sales was mainly driven by the timing of research and development projects.
Current wording
Research and development expense increased to $16.3 million in the three months ended March 31, 2026 as compared to $12.9 million in the three months ended March 31, 2025. As a percentage of net sales, research and development expense increased 120 basis points to 5.2% in the three months ended March 31, 2026 as compared to 4.0% in the three months ended March 31, 2025. The increase in research and development expense as a percentage of sales was mainly driven by increased investments into our key growth drivers as well as $1.2 million in costs to comply with the European Union's Medical Device Regulations in the three months ended March 31, 2026.
Previous wording
Interest expense decreased to $7.6 million in the three months ended September 30, 2025 from $9.3 million in the three months ended September 30, 2024 and decreased to $23.7 million in the nine months ended September 30, 2025 from $28.4 million in the nine months ended September 30, 2024. The weighted average interest rates on our borrowings decreased to 2.80% in the three months ended September 30, 2025 as compared to 3.15% in the three months ended September 30, 2024 and decreased to 2.83% in the nine months ended September 30, 2025 as compared to 3.18% in the nine months ended September 30, 2024. The decrease in interest expense in the three and nine months ended September 30, 2025 was driven by lower weighted average borrowings outstanding and lower weighted average interest rates during 2025.
Current wording
Interest expense decreased to $7.1 million in the three months ended March 31, 2026 from $8.3 million in the three months ended March 31, 2025. The weighted average interest rates on our borrowings decreased to 2.62% in the three months ended March 31, 2026 as compared to 2.90% in the three months ended March 31, 2025. The decrease in interest expense in the three months ended March 31, 2026 was driven by lower weighted average borrowings outstanding and lower weighted average interest rates during 2026.
Previous wording
Income tax expense has been recorded at an effective tax rate of 33.1% for the three months ended September 30, 2025 compared to 13.2% for the three months ended September 30, 2024. Income tax expense has been recorded at an effective tax rate of 27.6% for the nine months ended September 30, 2025 compared to 17.4% for the nine months ended September 30, 2024. The higher effective tax rates for the three and nine months ended September 30, 2025 was primarily the result of lower income in 2025 incurring a higher percentage of tax expense and year to date expense related to the fair value adjustments to contingent consideration which is not deductible for federal tax as compared to the effective tax rates for the three and nine months ended September 30, 2024 which included year to date income related to the fair value adjustments to contingent consideration which is not subject to federal tax. A reconciliation of the United States statutory income tax rate to our effective tax rate is included in our Annual Report on Form 10-K for the year ended December 31, 2024 under Note 9 to the consolidated financial statements.
Current wording
Income tax expense has been recorded at an effective tax rate of 24.7% for the three months ended March 31, 2026 compared to 21.3% for the three months ended March 31, 2025. The higher effective tax rate for the three months ended March 31, 2026 was primarily the result of a lower discrete benefit from changes in unrecognized tax benefits related to acquired federal research credits recorded in 2026 as compared to the same period for 2025. A reconciliation of the United States statutory income tax rate to our effective tax rate is included in our Annual Report on Form 10-K for the year ended December 31, 2025 under Note 8 to the consolidated financial statements.
Previous wording
Our net working capital position was $347.5 million at September 30, 2025. Net cash provided by operating activities was $124.4 million in the nine months ended September 30, 2025 compared to net cash provided by operating activities of $123.6 million in the nine months ended September 30, 2024, generated on net income of $30.3 million and $98.7 million for the nine months ended September 30, 2025 and 2024, respectively. Net income in the nine months ended September 30, 2024 included a $42.3 million non-cash gain related to the adjustment to fair value of the contingent consideration liability compared to a $3.5 million non-cash charge in the current year. In addition, below is a summary of significant changes in assets and liabilities in the nine months ended September 30, 2025:
Current wording
Our net working capital position was $377.9 million at March 31, 2026. Net cash provided by operating activities was $13.5 million and $41.5 million in the three months ended March 31, 2026 and March 31, 2025, respectively, generated on net income of $13.8 million and $6.0 million for the three months ended March 31, 2026 and 2025, respectively. Net income in the three months ended March 31, 2026 included a $3.9 million gain on the sale of certain assets related to gastroenterology products. In addition, below is a summary of significant changes in assets and liabilities in the three months ended March 31, 2026:
Previous wording
•An increase in cash flows from accounts payable due to the timing of payments; and
Current wording
•An increase in cash flows from accounts payable due to the timing of payments;
Previous wording
•An increase in cash flows from accrued compensation and benefits as a result of lower incentive compensation payments during the period.
Current wording
•A decrease in cash flows from accrued compensation and benefits as a result of higher incentive compensation payments during the period; and
Previous wording
Net cash used in investing activities in the nine months ended September 30, 2025 increased $4.8 million from the same period a year ago. Capital expenditures were $14.7 million in the nine months ended September 30, 2025 compared to $9.0 million in the same period a year ago.
Current wording
Net cash provided by investing activities in the three months ended March 31, 2026 increased $7.0 million from the same period a year ago mainly driven by cash proceeds of $7.0 million from the sale of certain assets related to gastroenterology products. Capital expenditures were $2.9 million in the three months ended March 31, 2026 compared to $3.8 million in the same period a year ago.
Previous wording
Net cash used in financing activities in the nine months ended September 30, 2025 was $98.5 million compared to net cash used in financing activities of $99.9 million during 2024. Below is a summary of the significant financing activities impacting the change during the nine months ended September 30, 2025 compared to 2024:
Current wording
Net cash used in financing activities in the three months ended March 31, 2026 was $22.6 million compared to net cash used in financing activities of $28.4 million during 2025. Below is a summary of the significant financing activities impacting the change during the three months ended March 31, 2026 compared to 2025:
Previous wording
•During the nine months ended September 30, 2025, we did not have any net borrowings on our revolving line of credit compared to $34.0 million in net borrowings during the nine months ended September 30, 2024.
Current wording
•During the three months ended March 31, 2026, we had $25.0 million in net borrowings on our revolving line of credit and we did not have any net borrowings during the three months ended March 31, 2025.
Previous wording
•During the nine months ended September 30, 2025, we paid $22.6 million in contingent consideration related to the Biorez acquisition compared to $48.1 million related to the Biorez and In2Bones acquisitions in the same period a year ago.
Current wording
•During the three months ended March 31, 2026, we paid $11.4 million in contingent consideration related to the Biorez acquisition compared to $7.2 million related to the Biorez acquisition in the same period a year ago.
Previous wording
Our cash balances and cash flows generated from operations may be used to fund strategic investments, business acquisitions, including contingent consideration payments, working capital needs, research and development, common stock repurchases and payments of dividends to our shareholders. Management believes that cash flow from operations, including cash and cash equivalents on hand and available borrowing capacity under our eighth amended and restated senior credit agreement, will be adequate to meet our anticipated operating working capital requirements, debt service, funding of capital expenditures, dividend payments and common stock repurchases in the foreseeable future. In addition, management believes we could access capital markets, as necessary, to fund future business acquisitions.
Current wording
Our cash balances and cash flows generated from operations may be used to fund strategic investments, business acquisitions, including contingent consideration payments, working capital needs, research and development, common stock repurchases and payments of dividends to our shareholders. Management believes that cash flow from operations, including cash and cash equivalents on hand and available borrowing capacity under our eighth amended and restated senior credit agreement, will be adequate to meet our anticipated operating working capital requirements, debt service, funding of capital expenditures, and common stock repurchases in the foreseeable future. In addition, management believes we could access capital markets, as necessary, to fund future business acquisitions.
Previous wording
There were $60.0 million in borrowings outstanding on the term loan facility as of September 30, 2025. There were no borrowings outstanding under the revolving credit facility as of September 30, 2025. Our available borrowings on the revolving credit facility at September 30, 2025 were $648.5 million with approximately $1.5 million of the facility set aside for outstanding letters of credit.
Current wording
There were $40.0 million in borrowings outstanding on the term loan facility as of March 31, 2026. There were $25.0 million in borrowings outstanding under the revolving credit facility as of March 31, 2026. Our available borrowings on the revolving credit facility at March 31, 2026 were $623.4 million with approximately $1.6 million of the facility set aside for outstanding letters of credit.
Previous wording
The eighth amended and restated senior credit agreement is collateralized by substantially all of our personal property and assets. The eighth amended and restated senior credit agreement contains covenants and restrictions which, among other things, require the maintenance of certain financial ratios and restrict dividend payments and the incurrence of certain indebtedness and other activities, including acquisitions and dispositions. We were in full compliance with these covenants and restrictions as of September 30, 2025. We are also required, under certain circumstances, to make mandatory prepayments from net cash proceeds from any issuance of equity and asset sales.
Current wording
The eighth amended and restated senior credit agreement is collateralized by substantially all of our personal property and assets. The eighth amended and restated senior credit agreement contains covenants and restrictions which, among other things, require the maintenance of certain financial ratios and restrict dividend payments and the incurrence of certain indebtedness and other activities, including acquisitions and dispositions. It also includes a minimum liquidity covenant that commences 91 days prior to the earliest scheduled maturity date of the Company’s convertible notes. This covenant requires the Company to maintain liquidity of at least $75 million plus the aggregate principal amount of the early maturing debt so long as the aggregate principal amount of such early maturing debt exceeds $200 million. We were in full compliance with these covenants and restrictions as of March 31, 2026. We are also required, under certain circumstances, to make mandatory prepayments with net cash proceeds from the incurrence of certain additional indebtedness, certain asset sales, or insurance proceeds or condemnation awards, in each case, subject to certain exceptions and reinvestment rights.
Previous wording
On June 6, 2022, we issued $800.0 million aggregate principal amount of 2.250% Convertible Notes due 2027 (the "2.250% Notes"). Interest is payable semi-annually in arrears on June 15 and December 15 of each year, commencing December 15, 2022. The 2.250% Notes will mature on June 15, 2027, unless earlier repurchased or converted.
Current wording
On June 6, 2022, we issued $800.0 million aggregate principal amount of 2.250% Convertible Notes due 2027 (the "2.250% Notes"). Interest is payable semi-annually in arrears on June 15 and December 15 of each year, commencing December 15, 2022. The 2.250% Notes will mature on June 15, 2027, unless earlier repurchased or converted. We intend to secure incremental financing to fund the maturity of the 2.250% Convertible Notes. There can be no assurance we will be able to obtain such financing on acceptable terms. If we are unable to service our indebtedness, we will be forced to adopt an alternative strategy that may include actions such as foregoing acquisitions, reducing or delaying capital expenditures, selling assets, restructuring or refinancing our indebtedness or seeking additional equity capital.
Previous wording
Effective as of October 31, 2025, our Board of Directors has authorized a $150.0 million share repurchase program (the "Modified Program") which modified our prior $200.0 million share repurchase program (the “Prior Program”), under which $37.4 million had remained available for repurchases prior to the establishment of the Modified Program. Through September 30, 2025, we repurchased a total of 6.1 million shares of common stock aggregating $162.6 million under the Prior Program. The Modified Program calls for shares to be purchased in the open market or in private transactions from time to time. We may suspend or discontinue the Modified Program at any time. We have not purchased any shares of common stock under the Prior Program or the Modified Program during 2025. The Company expects to repurchase at least $25.0 million in shares annually beginning in 2026. We have financed the repurchases and may finance additional repurchases through operating cash flow and from available borrowings under our revolving credit facility. With the decision to extend the share repurchase program, we have suspended our dividend payments and the Board of Directors will consider whether to declare dividends and the amount of such dividends from time to time in the future. We paid approximately $18.6 million of dividends year-to-date through October 31, 2025.
Current wording
Our Board of Directors has authorized a $150.0 million share repurchase program. Through March 31, 2026, we repurchased a total of 0.9 million shares of common stock aggregating $37.4 million under this program. The program calls for shares to be purchased in the open market or in private transactions from time to time. We may suspend, modify or discontinue the program at any time. The Company expects to repurchase at least $25.0 million in shares annually with $61.8 million planned for 2026. We have financed the repurchases and may finance additional repurchases through operating cash flow and from available borrowings under our revolving credit facility. With the authorization of the share repurchase program, we have suspended our dividend payments and the Board of Directors will consider whether to declare dividends and the amount of such dividends from time to time in the future.