ICU MEDICAL INC/DE

Previous wording

Our Vital Care business unit includes IV Solutions, Hemodynamic Monitoring, General Anesthesia and Respiratory, Temperature Management Solutions and Regional Anesthesia/Pain Management products.

Current wording

Our Vital Care business unit includes IV Solutions, General Anesthesia and Respiratory, Critical Care, Temperature Management and Regional Anesthesia/Pain Management products.

Previous wording

•Level 1® rapid infusion, fluid warming, routine blood and fluid warming, irrigation fluid warming, convective patient warming and temperature probes.

Current wording

Our Temperature Management products include rapid infusion, blood and fluid warming, irrigation fluid warming, convective patient warming and temperature monitoring products used in perioperative and critical care settings.

Previous wording

In February 2026, the Supreme Court ruled that the U.S. Administration lacked the authority to impose tariffs under the International Emergency Economic Powers Act ("IEEPA"); the U.S. Court of International Trade subsequently ruled that companies are entitled to seek refunds for tariffs previously paid under that Act. We account for potential tariff refunds under the gain contingency model, recognizing recoveries in the period in which the contingency is resolved and realization is assured; during the second quarter of 2026, $18.9 million of tariff refunds were recognized in cost of goods sold and $0.7 million of related interest income was recognized in interest expense, net. The ultimate outcome, timing and amount of any additional potential refunds remain uncertain. In response to the Supreme Court ruling, the Administration formally repealed the tariffs imposed under IEEPA while immediately implementing new broader tariff measures under Section 122 of the Trade Act of 1974. The Section 122 tariffs expired on July 24, 2026 and the Administration subsequently announced new tariffs under Section 301 of the Trade Act of 1974, including tariffs ranging from 10% to 12.5% on imports from certain countries. In addition, the U.S. Department of Commerce continues to evaluate imports of medical consumables and equipment under a Section 232 national security investigation, which could result in additional tariffs and/or changes to currently available exemptions such as the United States-Mexico-Canada Agreement if the imports are determined to pose a national security risk. The applicability, duration, and resulting impact of these tariff measures, including ongoing legal challenges and potential changes to tariff levels or exemptions, remain uncertain. Any new tariffs, increases to existing tariff levels, or changes to currently available exemptions could increase the cost of products we import into the U.S. and adversely affect our business, financial condition and results of operations.

Current wording

In February 2026, the Supreme Court ruled that the U.S. Administration lacked the authority to impose tariffs under the International Emergency Economic Powers Act ("IEEPA"); the U.S. Court of International Trade subsequently ruled that companies are entitled to seek refunds for tariffs previously paid under that Act. We account for potential tariff refunds under the gain contingency model, recognizing recoveries in the period in which the contingency is resolved and realization is assured; during the nine months ended September 30, 2026, $29.2 million of tariff refunds were recognized in cost of goods sold and $1.1 million of related interest income was recognized in interest expense, net. We do not expect any additional refunds related to tariffs previously paid under IEEPA to be material. In response to the Supreme Court ruling, the Administration formally repealed the tariffs imposed under IEEPA while immediately implementing new broader tariff measures under Section 122 of the Trade Act of 1974. The Section 122 tariffs expired on July 24, 2026 and the Administration subsequently implemented new tariffs under Section 301 of the Trade Act of 1974, including tariffs ranging from 10% to 12.5% on imports from certain countries. In addition, the U.S. Department of Commerce continues to evaluate imports of medical consumables and equipment under a Section 232 national security investigation, which could result in additional tariffs and/or changes to currently available exemptions such as the United States-Mexico-Canada Agreement if the imports are determined to pose a national security risk. The applicability, duration, and resulting impact of these tariff measures, including ongoing legal challenges and potential changes to tariff levels or exemptions, remain uncertain. Any new tariffs, increases to existing tariff levels, or changes to currently available exemptions could increase the cost of products we import into the U.S. and adversely affect our business, financial condition and results of operations.

Previous wording

At the closing of the transaction on May 1, 2025, under the Agreement, we sold a 60% interest in the joint venture to OPF. The total sales price, inclusive of our final purchase price adjustments, was $211.2 million, of which we used $200.0 million of the proceeds from the sale to pay down a portion of our outstanding Term Loan A (as defined below) long-term debt during the second quarter of 2025.

Current wording

On April 24, 2025, pursuant to a purchase agreement (the "Agreement") with Otsuka Pharmaceutical Factory America, Inc., a Delaware corporation ("OPF") (described in Note 4: Disposal of Business to our accompanying condensed consolidated financial statements), we completed the formation of ICU Medical Pearl LLC (n/k/a Otsuka ICU Medical LLC (the "joint venture")) and transferred the assets, liabilities and operations that comprise our IV Solutions product line to the joint venture. At the closing of the transaction on May 1, 2025, under the Agreement, we sold a 60% interest in the joint venture to OPF. The total sales price, inclusive of our final purchase price adjustments, was $211.2 million, of which we used $200.0 million of the proceeds from the sale to pay down a portion of our outstanding Term Loan A (as defined below) long-term debt during the second quarter of 2025.

Previous wording

We present income statement data in Part I, Item 1. "Financial Statements." The following table shows, for the three and six months ended June 30, 2026 and 2025, the percentages of each income statement caption in relation to total revenue:

Current wording

We present income statement data in Part I, Item 1. "Financial Statements." The following table shows, for the three and nine months ended September 30, 2026 and 2025, the percentages of each income statement caption in relation to total revenue:

Previous wording

Consumables revenue increased for the three and six months ended June 30, 2026, as compared to the same periods in the prior year. Price increases contributed approximately 1% to growth, for both the three and six months ended June 30, 2026, with the remaining revenue increase driven by higher sales volumes for our Infusion Consumables and Oncology product lines of approximately $9 million and $17 million for the three and six months ended June 30, 2026, respectively.

Current wording

Consumables revenue increased for the three and nine months ended September 30, 2026, as compared to the same periods in the prior year. Price increases contributed approximately 1% to growth for both periods and higher sales volumes for our Infusion Therapy and Oncology product lines increased revenue by approximately $17 million and $38 million for the three and nine months ended September 30, 2026, respectively. These increases were partially offset by lower sales volumes in other product lines.

Previous wording

Infusion Systems revenue increased for the three and six months ended June 30, 2026, as compared to the same periods in the prior year, primarily driven by approximately $26 million and $33 million, respectively, in increased sales volumes of LVP hardware.

Current wording

Infusion Systems revenue increased for the three and nine months ended September 30, 2026, as compared to the same periods in the prior year, primarily driven by approximately $16 million and $48 million, respectively, in increased sales volumes of LVP hardware.

Previous wording

Vital Care revenue decreased for the three and six months ended June 30, 2026, as compared to the same periods in the prior year, primarily due to the sale of our IV Solutions business on May 1, 2025 (see Note 4: Disposal of Business to our accompanying condensed consolidated financial statements), which reduced revenue by approximately $32 million and $127 million, respectively. The remaining decrease of approximately $3 million and $8 million, respectively, was primarily due to lower sales volumes of Pain Management and Temperature Management products.

Current wording

Vital Care revenue decreased for the three and nine months ended September 30, 2026, as compared to the same periods in the prior year. The decrease for the three months ended September 30, 2026, was primarily due to lower sales volumes of Pain Management products of approximately $4 million. The decrease for the nine months ended September 30, 2026, was primarily due to the sale of our IV Solutions business on May 1, 2025 (see Note 4: Disposal of Business to our accompanying condensed consolidated financial statements), which reduced revenue by approximately $127 million. The remaining decrease of approximately $16 million was primarily due to lower sales volumes across the portfolio outside of the U.S.

Previous wording

For the three and six months ended June 30, 2026, gross margins were 42.6% and 40.8%, respectively, as compared to 37.9% and 36.3% for the same periods in the prior year.

Current wording

For the three and nine months ended September 30, 2026, gross margins were 41.9% and 41.2%, respectively, as compared to 37.4% and 36.6% for the same periods in the prior year.

Previous wording

The increase in gross margin for the six months ended June 30, 2026, as compared to the same period in the prior year, was primarily driven by (i) 18.9 million or 1.7% impact from tariff refunds that were received during the second quarter of 2026 and (ii) approximately a 3.4% impact from the May 1, 2025 sale of a 60% interest in our lower margin IV Solutions business. The remaining increase was related to integration synergies and pricing changes. These favorable impacts were partially offset by a 1.3% unfavorable impact from tariff expense and the impact of foreign currency exchange rate changes.

Current wording

The increase in gross margin for the three months ended September 30, 2026, as compared to the same period in the prior year, was primarily driven by (i) $10.4 million or 1.9% impact from tariff refunds that were received during the third quarter of 2026 and (ii) approximately 1.5% from price increases. The remaining net increase was related to integration synergies and product mix, partially offset by higher freight costs and the impact of foreign currency exchange rate changes.

Previous wording

The increase in gross margin for the three months ended June 30, 2026, as compared to the same period in the prior year, was primarily driven by (i) 18.9 million or 3.4% impact from tariff refunds that were received during the second quarter of 2026 and (ii) approximately a 1.7% impact from the May 1, 2025 sale of a 60% interest in our lower margin IV Solutions business. The remaining increase was related to integration synergies and pricing changes. These favorable impacts were partially offset by a 1% unfavorable impact from tariff expense and the impact of foreign currency exchange rate changes.

Current wording

The increase in gross margin for the nine months ended September 30, 2026, as compared to the same period in the prior year, was primarily driven by (i) $29.2 million or 1.8% impact from tariff refunds that were received during the second and third quarter of 2026 and (ii) approximately a 2.2% impact from the May 1, 2025 sale of a 60% interest in our lower margin IV Solutions business and (iii) approximately 1.5% from price increases. The remaining net increase was related to pricing changes, integration synergies and product mix, partially offset by a 0.8% unfavorable impact from tariff expense and the impact of foreign currency exchange rate changes.

Previous wording

SG&A expenses decreased for the three months ended June 30, 2026, as compared to the same period in the prior year, primarily due to a decrease of $2.7 million in stock based compensation and $1.1 million in professional services, which were combined with other smaller category increases and decreases. Stock based compensation decreased driven by the timing of our equity award vestings, which resulted in one less outstanding annual award during the second quarter of 2026, partially offset by the adoption of a retirement policy on the 2026 equity awards. Professional services decreased primarily due to lower costs related to the use of third-party service providers supporting various projects and initiatives.

Current wording

SG&A expenses increased for the three months ended September 30, 2026, as compared to the same period in the prior year, primarily due to an increase of $1.3 million in professional fees and $1.2 million in dealer fees, combined with other smaller category increases, which were primarily offset by a decrease of $3.6 million in stock compensation. Professional services increased primarily due to increase in accounting and consulting fees. Dealer fees increased due to an increase in revenue to distributors. Stock based compensation decreased driven by the timing of our equity award vestings, which resulted in one less outstanding annual award during the second quarter of 2026, partially offset by the adoption of a retirement policy on the 2026 equity awards.

Previous wording

SG&A expenses decreased for the six months ended June 30, 2026, as compared to the same period in the prior year, primarily due to a decrease of $2.4 million in dealer fees, $1.9 million in IT expenses, $1.8 million in facilities expenses, $1.5 million in loss contract amortization, combined with other smaller category decreases, were primarily offset by an increase of $1.6 million in compensation costs. Dealer fees decreased primarily due to the timing of end customer sales. IT expenses decreased primarily due to lower computer maintenance costs and lower outsourced data processing costs as a result of integration synergies. Facilities expenses decreased primarily due to a decrease in rent expense as a result of the expiration and exit of certain facility leases and due to lower operating lease expense driven by a lower amortization base following ROU asset impairments. Loss contract amortization decreased due to the release of an unfavorable contract liability related to the sale of the IV Solutions business in the second quarter of 2025. Compensation increased due to an increase in cash incentive compensation and employee benefits.

Current wording

SG&A expenses decreased for the nine months ended September 30, 2026, as compared to the same period in the prior year, primarily due to a decrease of $4.7 million in stock compensation, $2.3 million in facilities expenses, $2.2 million in IT expenses, $1.7 million in marketing and promotion expenses, $1.6 million in loss contract amortization, which when combined with other smaller category increases, were primarily offset by an increase of $2.8 million in compensation costs. The stock based compensation decrease was driven by the timing of our equity award vestings, which resulted in one less outstanding annual award during the second quarter of 2026, partially offset by the adoption of a retirement policy on the 2026 equity awards. Facilities expenses decreased primarily due to a decrease in rent expense as a result of the expiration and exit of certain facility leases and due to lower operating lease expense driven by a lower amortization base following ROU asset impairments. IT expenses decreased primarily due to lower outsourced data processing costs as a result of integration synergies. Marketing and promotion expenses decreased primarily due to lower marketing materials and market research costs. Loss contract expense decreased due to higher amortization of the unfavorable contract liability in 2026 as compared to 2025, as the liability was recorded in connection with the sale of the IV Solutions business in the second quarter of 2025. Compensation increased due to an increase in employee benefits.

Previous wording

R&D expenses slightly increased for the three months ended June 30, 2026, as compared to the same period in the prior year, primarily related to higher employment expense that support ongoing R&D projects. R&D expenses decreased for the six months ended June 30, 2026, as compared to the same period in the prior year, primarily related to organizational synergies and project reprioritization. R&D expenses for both periods presented generally include compensation and benefit expenses, consulting fees, production supplies, samples, travel costs, utilities and other miscellaneous administrative costs incurred in our ongoing R&D projects.

Current wording

R&D expenses slightly increased for the three months ended September 30, 2026, as compared to the same period in the prior year, primarily related to higher employment expense that support ongoing R&D projects. R&D expenses slightly decreased for the nine months ended September 30, 2026, as compared to the same period in the prior year, primarily related to organizational synergies and project reprioritization. R&D expenses for both periods presented generally include compensation and benefit expenses, consulting fees, production supplies, samples, travel costs, utilities and other miscellaneous administrative costs incurred in our ongoing R&D projects.

Previous wording

Restructuring, strategic transaction and integration expenses were $21.3 million and $38.1 million for the three and six months ended June 30, 2026, respectively, as compared to $16.2 million and $32.9 million for the three and six months ended June 30, 2025, respectively.

Current wording

Restructuring, strategic transaction and integration expenses were $6.3 million and $44.4 million for the three and nine months ended September 30, 2026, respectively, as compared to $13.1 million and $46.1 million for the three and nine months ended September 30, 2025, respectively.

Previous wording

Restructuring charges were $13.0 million and $19.9 million for the three and six months ended June 30, 2026, respectively, as compared to $8.2 million and $15.0 million for the three and six months ended June 30, 2025, respectively. The restructuring costs for the three and six months ended June 30, 2026 were primarily related to facility closure costs and severance costs, which included $5.8 million of non-cash impairment charges related to operating lease right-of-use assets and property, plant and equipment. The restructuring costs for the three and six months ended June 30, 2025 were primarily related to facility closure costs and severance costs. As of June 30, 2026, we expect to pay the majority of our outstanding restructuring charges during the next twelve months. We expect restructuring costs to decrease during the remainder of 2026.

Current wording

Restructuring charges were $3.6 million and $23.5 million for the three and nine months ended September 30, 2026, respectively, as compared to $6.2 million and $21.2 million for the three and nine months ended September 30, 2025, respectively. The restructuring costs for the three and nine months ended September 30, 2026 were primarily related to facility closure costs and severance costs, which included $5.8 million of non-cash impairment charges related to operating lease right-of-use assets and property, plant and equipment. The restructuring costs for the three and nine months ended September 30, 2025 were primarily related to facility closure costs and severance costs. As of September 30, 2026, we expect to pay the majority of our outstanding restructuring charges during the next twelve months. We expect restructuring costs to decrease during the remainder of 2026.

Previous wording

Strategic transaction and integration expenses were $8.3 million and $18.2 million for the three and six months ended June 30, 2026, respectively, as compared to $8.0 million and $17.9 million for the three and six months ended June 30, 2025, respectively. The strategic transaction and integration expenses during the three and six months ended June 30, 2026 and 2025 were primarily related to ongoing consulting expenses, employee costs and costs from certain facility consolidations incurred to integrate our Smiths Medical business acquired in 2022. For the three and six months ended June 30, 2025, transaction costs also included expenses related to the sale of 60% of our IV solutions business that was completed during the second quarter of 2025.

Current wording

Strategic transaction and integration expenses were $2.7 million and $20.9 million for the three and nine months ended September 30, 2026, respectively, as compared to $6.9 million and $24.9 million for the three and nine months ended September 30, 2025, respectively. The strategic transaction and integration expenses during the three and nine months ended September 30, 2026 and 2025 were primarily related to ongoing consulting expenses and employee costs incurred to integrate our Smiths Medical business acquired in 2022. For the nine months ended September 30, 2026, strategic transaction and integration expenses also included costs from certain facility consolidations incurred to integrate our Smiths Medical business acquired in 2022. For the nine months ended September 30, 2025, transaction costs also included expenses related to the sale of a 60% ownership in our IV solutions business that was completed during the second quarter of 2025.

Previous wording

Interest expense, net for the three and six months ended June 30, 2026 and 2025 primarily included the contractual interest incurred on borrowings under the Credit Agreement, as defined below, the per annum commitment fee charged on the available amount of the revolving credit facility contained in the Credit Agreement, the amortization of debt issuance costs incurred in connection with entering into the Credit Agreement (see Note 18: Long-Term Debt in our accompanying condensed consolidated financial statements), the impact of the interest rate swaps, and interest income. Additionally, interest expense includes the interest accretion on an unfavorable contract loss provision beginning in the second quarter of 2025.

Current wording

Interest expense, net for the three and nine months ended September 30, 2026 and 2025 primarily included the contractual interest incurred on borrowings under the Credit Agreement, as defined below, the per annum commitment fee charged on the available amount of the revolving credit facility contained in the Credit Agreement, the amortization of debt issuance costs incurred in connection with entering into the Credit Agreement (see Note 18: Long-Term Debt in our accompanying condensed consolidated financial statements), the impact of the interest rate swaps, and interest income. Additionally, interest expense includes the interest accretion on an unfavorable contract loss provision beginning in the second quarter of 2025.

Previous wording

The interest expense component decreased for the three and six months ended June 30, 2026, as compared to the respective prior year periods, primarily due to lower obligation principal balances resulting from principal prepayments including the $200.0 million paydown of our Term Loan A in May 2025 using proceeds from the sale of a 60% interest of our IV Solutions business.

Current wording

The interest expense component decreased for the three and nine months ended September 30, 2026, as compared to the respective prior year periods, primarily due to lower obligation principal balances resulting from principal prepayments, including the $45.3 million prepayment of our Term Loan B in the second quarter of 2026. For the nine months ended September 30, 2026, the decrease in interest expense also reflected the $200.0 million paydown of our Term Loan A in May 2025 using proceeds from the sale of a 60% interest of our IV Solutions business.

Previous wording

For the three and six months ended June 30, 2026, the foreign exchange losses were primarily related to the strengthening of the U.S. dollar relative to certain foreign currencies, including the Euro. For the three and six months ended, June 30, 2025, the foreign exchange gains were primarily related to the weakening of the U.S. dollar relative to certain foreign currencies, most notably including the British Pound in the second quarter of 2025.

Current wording

For the three and nine months ended September 30, 2026, the foreign exchange losses were primarily related to the strengthening of the U.S. dollar relative to certain foreign currencies, including the Euro. For the three and nine months ended, September 30, 2025, the foreign exchange gains were primarily related to the weakening of the U.S. dollar relative

Previous wording

For the three and six months ended June 30, 2026, other miscellaneous income (expense), net primarily includes the recognition of UK research and development tax credits.

Current wording

For the three and nine months ended September 30, 2026, we recognized a $2.8 million impairment loss related to the full write-down of an equity method investment (see Note 11: Investment Securities to our accompanying condensed consolidated financial statements). For the nine months ended September 30, 2026, other miscellaneous income (expense), net primarily included the recognition of UK research and development tax credits.

Previous wording

For the three and six months ended June 30, 2026, income taxes were accrued at an estimated effective tax rate of 31% and (144)%, respectively, as compared to 3% and 25% for the three and six months ended June 30, 2025, respectively.

Current wording

For the three and nine months ended September 30, 2026, income taxes were accrued at an estimated effective tax rate of 20% and (37)%, respectively, as compared to 26% and 25% for the three and nine months ended September 30, 2025, respectively.

Previous wording

The effective tax rate for the three and six months ended June 30, 2026 differs from the federal statutory rate of 21% principally because of the effect of the mix of U.S. and foreign incomes, section 162(m) excess compensation, federal and state valuation allowance, FDII, and tax credits. Additionally, the effective tax rate for the three and six months ended June 30, 2026 included a tax benefit of $0.9 million and $30.1 million, respectively, related to unrecognized tax benefits released as a result of the expiration of statute of limitations.

Current wording

The effective tax rate for the three and nine months ended September 30, 2026 differs from the federal statutory rate of 21% principally because of the effect of the mix of U.S. and foreign incomes, section 162(m) excess compensation, federal and state valuation allowance, FDII, and tax credits. The effective tax rate for the three and nine months ended September 30, 2026 included a tax benefit of $0.0 million and $30.1 million, respectively, related to unrecognized tax benefits released as a result of the expiration of statutes of limitations. Additionally, U.S. return-to-provision adjustments net of related tax reserves for the year ended December 31, 2025 resulted in a tax benefit of $3.3 million, for both the three and nine months ended September 30, 2026.

Previous wording

The Company regularly assesses the realizability of deferred tax assets and records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. In assessing the realizability of our deferred tax assets, we weigh all available positive and negative evidence. This evidence includes, but is not limited to, historical earnings, scheduled reversal of taxable temporary differences, tax planning strategies and projected future taxable income. Due to the weight of objectively verifiable negative evidence, the Company recorded a change to the valuation allowance against certain U.S. federal and state deferred tax assets, resulting in a $1.5 million tax expense and $2.7 million tax benefit during the three and six months ended June 30, 2026, respectively. The significant piece of objectively verifiable negative evidence evaluated was the recent U.S. cumulative losses. The Company's ability to use our deferred tax assets depends on the amount of taxable income in future periods.

Current wording

The Company regularly assesses the realizability of deferred tax assets and records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. In assessing the realizability of our deferred tax assets, we weigh all available positive and negative evidence. This evidence includes, but is not limited to, historical earnings, scheduled reversal of taxable temporary differences, tax planning strategies and projected future taxable income. Due to the weight of objectively verifiable negative evidence, the Company recorded a change to the valuation allowance against certain U.S. federal and state deferred tax assets, resulting in a $2.5 million tax benefit and $5.2 million tax benefit during the three and nine months ended September 30, 2026, respectively. The significant piece of objectively verifiable negative evidence evaluated was the recent U.S. cumulative losses. The Company's ability to use its deferred tax assets depends on the amount of taxable income in future periods.

Previous wording

The effective tax rate for the three and six months ended June 30, 2025 differs from the federal statutory rate of 21% principally because of the effect of the mix of U.S. and foreign incomes, section 162(m) excess compensation, federal and state valuation allowance, and tax credits. The effective tax rate during the three and six months ended June 30, 2025 included a tax expense of $6.1 million related to the sale of a 60% interest of our IV solutions business. Additionally, there were unrecognized tax benefits released as a result of the expiration of statute of limitations during the three and six months ended June 30, 2025 of $5.0 million.

Current wording

The effective tax rate for the three and nine months ended September 30, 2025 differs from the federal statutory rate of 21% principally because of the effect of the mix of U.S. and foreign incomes, section 162(m) excess compensation, federal and state valuation allowance, and tax credits. The effective tax rate during the three and nine months ended September 30, 2025 included a tax expense of $0.0 million and $6.1 million, respectively, related to the sale of a 60% interest in our IV solutions business. Additionally, there were unrecognized tax benefits released as a result of the expiration of statutes of limitations during the three and nine months ended September 30, 2025 of $0.0 million and $5.0 million, respectively. The effective tax rate during the three and nine months ended September 30, 2025 also included a tax benefit of $12.0 million related to U.S. return-to-provision adjustments.

Previous wording

The Company recorded a change to the valuation allowance against certain U.S. federal and state deferred tax assets, resulting in a $2.7 million tax benefit and $3.7 million tax expense during the three and six months ended June 30, 2025, respectively.

Current wording

The Company recorded a change to the valuation allowance against certain U.S. federal and state deferred tax assets, resulting in a $1.4 million tax benefit and $2.3 million tax expense during the three and nine months ended September 30, 2025, respectively.

Previous wording

For the three and six months ended June 30, 2026, we recorded equity in earnings of unconsolidated affiliates of $3.0 million and $2.4 million, respectively, as compared to equity in earnings of unconsolidated affiliates of $2.8 million for each of the three and six months ended June 30, 2025, related to our 40% proportionate share of the joint venture's financial results (see Note 4: Disposal of Business to our accompanying condensed consolidated financial statements). The joint venture's earnings are typically lower in the second half of the year due to seasonality and planned facility shutdowns.

Current wording

For the three and nine months ended September 30, 2026, we recorded equity in (losses) earnings of unconsolidated affiliates of $(2.1) million and $0.3 million, respectively, as compared to equity in (losses) earnings of unconsolidated affiliates of $(1.5) million and $1.3 million, respectively for the three and nine months ended September 30, 2025, related to our 40% proportionate share of the joint venture's financial results (see Note 4: Disposal of Business to our accompanying condensed consolidated financial statements). The joint venture's earnings are typically lower in the second half of the year due to seasonality and planned facility shutdowns.

Previous wording

Funds generated from operations are held in cash and cash equivalents. During the six months ended June 30, 2026, our cash and cash equivalents decreased by $9.7 million from $308.0 million at December 31, 2025 to $298.3 million at June 30, 2026. This decrease was due to principal payments in 2026, including a $45.3 million prepayment on our Term Loan B during the second quarter of 2026 and $38.9 million of tax withholding payments made during 2026 to settle employee equity award vests. Tax withholding payments are typically highest during the first quarter due to the timing of employee equity vesting activity. These payments represent the value of the shares withheld by the Company to satisfy employee tax obligations, which effectively reduced the total number of shares issued upon vesting and minimized shareholder dilution.

Current wording

Funds generated from operations are held in cash and cash equivalents. During the nine months ended September 30, 2026, our cash and cash equivalents decreased by $6.2 million from $308.0 million at December 31, 2025 to $301.8 million at September 30, 2026. This decrease was primarily due to principal payments in 2026, including a $45.3 million prepayment on our Term Loan B during the second quarter of 2026 and a $75.3 million prepayment on our Term Loan B during the third quarter of 2026, as well as $39.2 million of tax withholding payments made during 2026 to settle employee equity award vests. Tax withholding payments are typically highest during the first quarter due to the timing of employee equity vesting activity. These payments represent the value of the shares withheld by the Company to satisfy employee tax obligations, which effectively reduced the total number of shares issued upon vesting and minimized shareholder dilution.

Previous wording

As of June 30, 2026, we now expect capital expenditures to be approximately $85 million for estimated 2026 planned capital expenditures, which is at the low end of our previously disclosed $85 million to $100 million range in our 2025 Annual Report on Form 10-K.

Current wording

As of September 30, 2026, we now expect capital expenditures to be approximately $75 million for estimated 2026 planned capital expenditures, which is lower than our previously disclosed $85 million to $100 million range in our 2025 Annual Report on Form 10-K, due to the timing of project spend.

Previous wording

The New Credit Facilities mature on October 31, 2030, subject to a springing maturity provision under which, if any of the Term Loan B tranche remains outstanding on the date that is 91 days prior to the Term Loan B maturity date (the "Springing Maturity Date"), the maturity date for the Term Loan A and the Revolving Credit Facility will automatically accelerate to the

Current wording

The New Credit Facilities mature on October 31, 2030, subject to a springing maturity provision under which, if any of the Term Loan B tranche remains outstanding on the date that is 91 days prior to the Term Loan B maturity date (the "Springing Maturity Date"), the maturity date for the Term Loan A and the Revolving Credit Facility will automatically accelerate to the Springing Maturity Date, if earlier than October 31, 2030. We are monitoring our liquidity position to ensure we can address this potential earlier repayment obligation.

Previous wording

Due to a principal prepayment of $45.3 million during the second quarter of 2026 and principal prepayments in 2025, we have no mandatory principal payments on our Term Loan B until 2029.

Current wording

As a result of principal prepayments made in 2025 and principal prepayments of $45.3 million during the second quarter of 2026 and $75.3 million during the third quarter of 2026, we have no mandatory principal payments on our Term Loan B until 2029.

Previous wording

In 2015, legislation was enacted in Italy, which requires medical device companies to make payments to the Italian government if Italy's medical device expenditures for certain years exceeded annual regional expenditure ceilings. Since its enactment, the legislation has been subject to appeals in the Italian court system. In the third quarter of 2024, Italy's Constitutional Court issued two judgments, one of which confirmed the legitimacy of the legislation on the Italy Medical Device Payback ("IMDP"). In September 2025, the Italian government enacted a law that allows medical device companies to settle certain historical periods (2015-2018) for 25% of the original assessed value. During the third quarter of 2025, we settled the liability related to the 2015-2018 historical periods and paid $2.5 million. Additionally, we recorded a release of $3.8 million in previously established reserves. See Note 16: Accrued Liabilities to our accompanying condensed consolidated financial statements for details on remaining amounts accrued for potential payments related to the IMDP.

Current wording

Constitutional Court issued two judgments, one of which confirmed the legitimacy of the legislation on the Italy Medical Device Payback ("IMDP"). In September 2025, the Italian government enacted a law that allows medical device companies to settle certain historical periods (2015-2018) for 25% of the original assessed value. During the third quarter of 2025, we settled the liability related to the 2015-2018 historical periods and paid $2.5 million. Additionally, we recorded a release of $3.8 million in previously established reserves. See Note 16: Accrued Liabilities to our accompanying condensed consolidated financial statements for details on remaining amounts accrued for potential payments related to the IMDP.

Previous wording

Our net cash provided by operations for the six months ended June 30, 2026 was $119.1 million. The changes in operating assets and liabilities included a $4.6 million decrease in inventories. Offsetting these amounts was a $7.6 million increase in accounts receivable, a $16.5 million increase in prepaid expenses and other current assets, a $2.9 million increase in other assets, a $4.9 million decrease in accounts payable, $5.9 million decrease in accrued liabilities, and $45.3 million in net changes in income taxes, including excess tax benefits and deferred income taxes. The decrease in inventory was primarily due to strong sales volume of certain products and delays in the inventory production as a result of plant transfers. The increase in accounts receivable was primarily due to the amount and timing of collections. The increase in prepaid expenses and other current assets was primarily due to an increase in deferred costs related to infusion pumps sold, prepaid income taxes, and amounts due from the joint venture. The increase in other assets was due to the purchase of spare parts. The decrease in accounts payable was due to the timing of payments. The decrease in accrued liabilities was primarily due to payout of annual bonuses and operating lease payments offset by an increase in deferred revenue. The net changes in income taxes was a result of the timing of payments, recording of the current deferred provision, and valuation allowance.

Current wording

Our net cash provided by operations for the nine months ended September 30, 2026 was $218.6 million. The changes in operating assets and liabilities included a $2.3 million decrease in inventories and $12.8 million increase in accrued liabilities. Offsetting these amounts were a $29.5 million increase in accounts receivable, an $8.7 million increase in prepaid expenses and other current assets, a $1.7 million increase in other assets, a $10.7 million decrease in accounts payable, and $42.6 million in net changes in income taxes, including excess tax benefits and deferred income taxes. The decrease in inventory was primarily due to strong sales volume of certain products and delays in inventory production as a result of plant transfers. The increase in accrued liabilities was primarily due to an increase in deferred revenue, offset by operating lease payments. The increase in accounts receivable was primarily due to the amount and timing of sales and collections. The increase in prepaid expenses and other current assets was primarily due to an increase in deferred costs related to infusion pumps sold. The increase in other assets was due to the purchase of spare parts. The decrease in accounts payable was due to the timing of payments. The net changes in income taxes was a result of the timing of payments, recording of the current deferred provision, and valuation allowance.

Previous wording

Our net cash provided by operations for the six months ended June 30, 2025 was $62.5 million. The changes in operating assets and liabilities included a $16.7 million decrease in accounts receivable and a $14.4 million increase in accounts payable. Offsetting these amounts was a $29.2 million increase in inventories, a $9.2 million increase in prepaid expenses and other current assets, a $5.7 million increase in other assets, $19.8 million decrease in accrued liabilities, and $28.1 million in net changes in income taxes, including excess tax benefits and deferred income taxes. The decrease in accounts receivable was primarily due to the sale of accounts receivable as part of our accounts receivable purchase program with BMO and the amount and timing of revenues. The increase in accounts payable was due to the timing of payments. The increase in inventory was primarily to build inventory safety stock levels and the impact of the capitalization of tariffs in our accounting. The increase in prepaid expenses and other current assets was primarily due to an increase in the payment of miscellaneous prepaid invoices. The increase in other assets was due to the purchase of spare parts. The decrease in accrued liabilities was primarily due to payout of annual bonuses and operating lease payments. The net changes in income taxes was a result of the timing of payments.

Current wording

Our net cash provided by operations for the nine months ended September 30, 2025 was $119.2 million. The changes in operating assets and liabilities included a $3.9 million decrease in accounts receivable and a $23.3 million increase in accounts payable. Offsetting these amounts was a $36.2 million increase in inventories, a $4.7 million increase in prepaid expenses and other current assets, a $7.1 million increase in other assets, $28.9 million decrease in accrued liabilities, and $33.5 million in net changes in income taxes, including excess tax benefits and deferred income taxes. The decrease in accounts receivable was primarily due to the amount and timing of revenues. The increase in accounts payable was due to the timing of payments. The increase in inventory was primarily to build inventory safety stock levels and the impact of the capitalization of tariffs in our accounting. The increase in prepaid expenses and other current assets was primarily due to an increase in the payment of miscellaneous prepaid invoices. The increase in other assets was due to the purchase of spare parts. The decrease in accrued liabilities was primarily due to payout of annual bonuses and decrease in deferred revenue. The net changes in income taxes was a result of the timing of payments.

Previous wording

(2) In 2025, we sold a 60% ownership interest in our IV Solutions business to OPF, see Note 4: Disposal of Business to our accompanying condensed consolidated financial statements.

Current wording

(2) During the three and nine months ended September 30, 2026, we completed the sale of a business. In 2025, we sold a 60% ownership interest in our IV Solutions business to OPF. See Note 4: Disposal of Business to our accompanying condensed consolidated financial statements.

Previous wording

(1)Relates to scheduled principal payments and any prepayments on the Senior Secured Credit Facilities. In March 2025, we prepaid $35.0 million on our Term Loan B. In May 2025, we used $200.0 million received from the sale of a 60% interest in our IV Solutions business to pay down a portion of our Term Loan A. In June 2026, we prepaid $45.3 million on our Term Loan B. Due to prepayments in 2025 and 2026, we do not have any mandatory principal payment on our Term Loan B until 2029.

Current wording

(1)Relates to scheduled principal payments and any prepayments on the Senior Secured Credit Facilities. In March 2025, we prepaid $35.0 million on our Term Loan B. In May 2025, we used $200.0 million received from the sale of a 60% interest in our IV Solutions business to pay down a portion of our Term Loan A. In June 2026, we prepaid $45.3 million on our Term Loan B. In September 2026, we prepaid an additional $75.3 million on our Term Loan B. Due to prepayments in 2025 and 2026, we do not have any mandatory principal payments on our Term Loan B until 2029.

Previous wording

(3) During the six months ended June 30, 2026, our employees surrendered 296,524 shares of our common stock from vested restricted stock unit awards as consideration for approximately $38.9 million in minimum statutory withholding obligations paid on their behalf. During the six months ended June 30, 2025, our employees surrendered 61,066 shares of our common stock from vested restricted stock unit awards as consideration for approximately $8.7 million in minimum statutory withholding obligations paid on their behalf.

Current wording

(3) During the nine months ended September 30, 2026, our employees surrendered 298,361 shares of our common stock from vested restricted stock unit awards as consideration for approximately $39.2 million in minimum statutory withholding obligations paid on their behalf. During the nine months ended September 30, 2025, our employees surrendered 61,304 shares of our common stock from vested restricted stock unit awards as consideration for approximately $8.7 million in minimum statutory withholding obligations paid on their behalf.

Previous wording

See Note 2: New Accounting Pronouncements Not Yet Adopted to the accompanying condensed consolidated financial statements.

Current wording

See Note 2: New Accounting Pronouncements to the accompanying condensed consolidated financial statements.