MERIT MEDICAL SYSTEMS INC 8-K

What Happened

• Merit Medical Systems (MMSI) filed an 8-K on January 8, 2026 announcing two primary items: preliminary, unaudited revenue for the quarter ended December 31, 2025, and a leadership change on the Board. The company said it will report full fourth-quarter and year‑end 2025 results and issue fiscal 2026 guidance in a future release.
• Fred P. Lampropoulos concluded his employment as Executive Chair on January 3, 2026 under a CEO Transition Agreement, resigned as President and CEO, and then resigned as a director and Chair of the Board effective January 4, 2026 for personal reasons. The filing states his resignation was not due to any dispute with management or the Board or any accounting or operational matters.
• The Board appointed F. Ann Millner, Ed.D., the former Lead Independent Director, as Chair of the Board effective January 5, 2026, and voted to reduce the Board size from 11 to 10 members.

Key Details

• Preliminary, unaudited revenue announced for Q4 ended Dec. 31, 2025; figures are based on current expectations and may change after customary review and audit.
• On Jan. 7, 2026 Merit entered a three‑month consulting agreement with Fred Lampropoulos paying $250,000 per month.
• Leadership dates: Executive Chair employment ended Jan. 3, 2026; director/Chair resignation effective Jan. 4, 2026; new Chair appointment effective Jan. 5, 2026.
• The press release includes a non‑GAAP financial measure and provides reconciliation to the comparable GAAP measure.

Why It Matters

• Revenue guidance and the upcoming audited Q4/year‑end results are directly relevant to investors watching Merit’s near‑term earnings and fiscal 2026 outlook. Preliminary revenue is an early indicator but subject to change.
• The Board leadership change and the short-term consulting arrangement with the former CEO are important governance and continuity signals—investors should note the transition terms and the Board’s move to a new Chair as part of succession and oversight.