Financial Analysis

"COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time, we are involved in various legal proceedings, most of which are routine litigation, in the normal course of business. Our management does not believe that the resolution of the unsettled legal proceedings that we are involved with will have a material adverse impact on our financial position or results of operations. Off Balance Sheet Arrangements In the normal course of business, we have agreed to indemnify our officers and directors to the maximum extent permitted under Delaware law and to indemnify customers as to certain intellectual property matters related to sales of our products. There is no maximum limit on the indemnification that may be required under these agreements. We have never incurred, nor do we expect to incur, any liability for indemnification. Contingencies Prior to being acquired, during 2021, Smiths Medical received a Warning Letter from the FDA following an inspection of Smiths Medicals Oakdale, Minnesota Facility (the ""2021 Warning Letter""). The 2021Warning Letter cited, among other things, failures to comply with FDA's medical device reporting requirements and failures to comply with applicable portions of the Quality System Regulation. A provision for the estimated costs related to the field service corrective actions identified as of the closing date of the acquisition was recorded on the opening acquired balance sheet of Smiths Medical. The initial estimate recorded was based on …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"LONG-TERM OBLIGATIONS Amended Credit Agreement On October 31, 2025 (the ""Closing Date""), ICU Medical, Inc., as Borrower, entered into Amendment No. 2 to the Existing Credit Agreement (the ""Amendment"") with Wells Fargo Bank and certain other financial institutions (the Lenders) to refinance the existing Term Loan A and the existing Revolving Credit Facility under the Credit Agreement dated as of January 6, 2022 (as amended by Amendment No. 1, dated as of October 5, 2022, the ""Existing Credit Agreement,"" and as further amended by the Amendment, the ""Amended Credit Agreement""). The Amendment includes new credit facilities (the ""New Credit Facilities"") that consists of a $750.0 million senior secured Term Loan A and a new $500.0 million revolving credit facility. The proceeds from the New Term Loan A were primarily used by the borrower to (i) directly repay the $559.7 million outstanding principal amount of the existing Term Loan A in full (the ""Refinancing"") under the Existing Credit Agreement, and (ii) directly repay $190.0 million of the outstanding balance of the Term Loan B under the Existing Credit Agreement. These direct payoffs have been excluded from the proceeds from and payments on long-term debt within the consolidated cash flows. The refinancing was evaluated on a lender-by-lender basis to determine the appropriate accounting treatment. For those lenders who did not participate in the New Credit Facilities, we accounted for that portion of the refinancin …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

"The following table represents our revenues disaggregated by product line (in thousands) and our disaggregated product line revenue as a percentage of total revenue: Year ended December 31, 2025 2024 2023 Product line Revenue % of Revenue Revenue % of Revenue Revenue % of Revenue Consumables $ 1,109,130 50 % $ 1,038,869 44 % $ 969,129 43 % Infusion Systems 684,208 31 % 652,410 27 % 629,043 28 % Vital Care 437,924 19 % 690,767 29 % 660,954 29 % Total Revenues $ 2,231,262 100 % $ 2,382,046 100 % $ 2,259,126 100 % We report revenue on a ""where sold"" basis, which reflects the revenue within the country or region in which the ultimate sale is made to our external customer. The following table represents our revenues disaggregated by geography (in thousands): Year ended December 31, Geography 2025 2024 2023 United States $ 1,356,114 $ 1,532,104 $ 1,440,017 Europe, the Middle East and Africa 411,684 393,530 373,571 Asia-Pacific 232,903 232,820 241,699 Other Foreign 230,561 223,592 203,839 Total Revenues $ 2,231,262 $ 2,382,046 $ 2,259,126 Domestic sales accounted for 61%, 64% and 64% of total revenue in 2025, 2024 and 2023, respectively. International sales accounted for 39%, 36% and 36% of total revenue in 2025, 2024 and 2023, respectively."

DisaggregationOfRevenueTableTextBlock

"SHARE-BASED AWARDS 2011 Stock Incentive Plan (the ""2011 Plan"") Our stock incentive plan is intended to attract, retain and provide incentives for our employees and directors. Shares to be issued under this plan will be issued either from authorized but unissued or reacquired shares. In 2025, our stockholders approved an amendment to the 2011 plan that increased the shares available for issuance under the 2011 plan by 2.2 million shares, bringing the total common shares reserved for issuance under the 2011 plan as of December 31, 2025 to 8.5 million shares. We currently grant restricted stock units (""RSUs"") and performance restricted stock units (""PRSUs"") to eligible employees and directors under the 2011 Plan. We have not granted stock options under the 2011 Plan since 2022. Shares subject to awards other than options and stock appreciation rights are charged against the 2011 Plan's share reserve as 2.09 shares for 1 share issued. Stock-based Compensation Expense We incur stock compensation expense for RSUs and PRSUs and in years prior to 2024 also for stock options. As of 2023, our outstanding stock options were all fully vested. We receive a tax benefit on stock compensation expense and direct tax benefits from the exercise of stock options and vesting of restricted stock units. The table below summarizes compensation costs and related tax benefits (in thousands): Year ended December 31, 2025 2024 2023 Stock compensation expense $ 55,758 $ 46,883 $ 40,563 Tax benefit …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

"FAIR VALUE MEASUREMENTS Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1: quoted prices in active markets for identical assets or liabilities; Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities. Contingent earn-out liabilities In August 2021, we entered into an agreement with one of our international distributors whereby that distributor would not compete with us in a specific territory for a three-year period that ended September 2024. The terms of the agreement included a contingent earn-out payment. The contingent earn-out payment could not exceed $6.0 million an …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

"INCOME TAXES Income from continuing operations before taxes consisted of the following (in thousands): Year Ended December 31, 2025 2024 2023 United States $ (31,495) $ (116,024) $ (136,980) Foreign 35,853 50,012 58,681 $ 4,358 $ (66,012) $ (78,299) The provision (benefit) for income taxes consisted of the following (in thousands): Year Ended December 31, 2025 2024 2023 Current: Federal $ (10,147) $ 16,589 $ (8,235) State 1,627 4,256 5,035 Foreign 24,731 25,164 24,500 $ 16,211 $ 46,009 $ 21,300 Deferred: Federal $ (1,947) $ 1,294 $ (43,042) State (2,288) 14,850 (14,657) Foreign (9,539) (10,477) (12,245) (13,774) 5,667 (69,944) $ 2,437 $ 51,676 $ (48,644) We have accrued for tax contingencies for potential tax assessments, and in 2025 we recognized a $1.0 million net decrease, most of which related to federal, state, and foreign tax reserves net of the release of various federal and foreign tax reserves. During 2025, on a prospective basis, we adopted ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures . The following table is a reconciliation of the provision for income taxes at the U.S. federal statutory rate of 21% to our effective tax rate for the year ended December 31, 2025 in accordance with the guidance in ASU No. 2023-09: Year Ended December 31, 2025 (In thousands, except percentages) Amount Percent U.S. federal statutory tax rate $ 915 21.0 % State and local income taxes, net of federal income tax effect* 479 11.0 % Foreign tax effect …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

"RESTRUCTURING, STRATEGIC TRANSACTION AND INTEGRATION Restructuring, strategic transaction and integration expenses were $66.5 million, $59.8 million and $41.3 million in 2025, 2024 and 2023, respectively. Restructuring Restructuring charges net of any reversed accruals were $30.0 million, $19.6 million and $5.7 million in 2025, 2024 and 2023, respectively, which are included in the above restructuring, strategic transaction and integration expenses in our consolidated statement of operations. In 2025, we incurred restructuring charges primarily related to facility closure costs and severance expenses. We adjusted certain severance restructuring accrued balances, shown in the table below under ""Other adjustments"", to reclass prior year accrued restructuring charges for estimated severance costs to other accounts. In 2024, we incurred restructuring charges primarily related to severance expenses. We adjusted certain severance restructuring accrued balances, shown in the table below under ""Other adjustments"", as a result of merging Smiths Medical entities during 2024. In 2023, we incurred restructuring charges primarily related to severance expenses. We adjusted certain facility and severance restructuring accrued balances to reverse certain accrued balances that will not be utilized. The following table summarizes the activity in our restructuring-related accrual by major type of cost (in thousands): Employee & Related Costs Facility & Other Closure Costs Total Acc …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

"REVENUE Revenue Recognition Our business units are Consumables, Infusion Systems and Vital Care. The vast majority of our sales of these products within these business units are made on a stand-alone basis to hospitals and distributors. Revenue is typically recognized upon transfer of control of the products, which we deem to be at point of shipment. For purposes of revenue recognition for our software licenses and renewals, we consider the control of these products to be transferred to a customer at a certain point in time; therefore, we recognize revenue at the start of the applicable license term. Payment is typically due in full within 30 days of delivery or the start of the contract term. Revenue is recorded in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We include variable consideration in net sales only to the extent that a significant reversal in revenue is not probable when the uncertainty is resolved. Our variable consideration includes distributor chargebacks, product returns and end customer rebates with distributor chargebacks representing the majority and subject to the greatest judgment (see Note 1: Basis of Presentation and Significant Accounting Policies). We also offer certain volume-based rebates to both our distribution and end customers, which is recorded as variable consideration when calculating the transaction price. Rebates are offered on both a fixed and tiered/variable basis. In bot …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

"SEGMENT DATA The Company has a single operating and reportable segment. The segment is organized by and derives revenues from the manufacture and sale of our medical products which are used in infusion therapy, vascular access, and vital care applications. Our product portfolio includes ambulatory, syringe, and large volume IV pumps and safety software; dedicated and non-dedicated IV sets, needlefree IV connectors, IV catheters, and sharps safety products; closed system transfer devices and pharmacy compounding systems; as well as a range of respiratory, anesthesia, patient monitoring, and temperature management products. We also offer IV Solutions products through a commercial relationship with the joint venture. Our product lines, as disclosed in Note 4: Revenue, were determined to be a single operating segment as discrete financial information by product-line is limited to revenue and standard cost. Other cost of sale expenses, which include above-site manufacturing costs, manufacturing variances and supply chain costs including freight and warehousing are not allocated to individual product lines. Similarly, quality, regulatory and other operating expenses are only provided to our chief operating decision maker (""CODM"") at the consolidated level. The accounting policies of our single reportable segment are the same as those described in Note 1: Basis of Presentation and Significant Accounting Policies. For information on disaggregation of revenues by product-line and g …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"STOCKHOLDERS' EQUITY Treasury Stock In August 2019, our Board of Directors approved a common stock purchase plan to purchase up to $100.0 million of our common stock. This plan has no expiration date. We have $100.0 million remaining on this purchase plan. We did not purchase any of our common stock under our common stock purchase plan in 2024, 2023 or 2022. We are limited on share purchases in accordance with the terms and conditions of our Senior Secured Credit Facilities (see Note 12: Long-Term Obligations). In 2025, we withheld 61,693 shares of our common stock from employee vested restricted stock units in consideration for $8.8 million in payments for the employees' share award income tax withholding obligations. We had 172 shares remaining in treasury at December 31, 2025. In 2024, we withheld 114,787 shares of our common stock from employee vested restricted stock units in consideration for $12.0 million in payments for the employees' share award income tax withholding obligations. We had 571 shares remaining in treasury at December 31, 2024. In 2023, we withheld 59,377 shares of our common stock from employee vested restricted stock units in consideration for $9.4 million in payments for the employees' share award income tax withholding obligations. We had 2,428 shares remaining in treasury at December 31, 2023. We use treasury stock to issue shares for stock option exercises and restricted stock grants. Accumulated Other Comprehensive (Loss) Income (""AOCI"") The c …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

"Commitments and Contingencies Legal Proceedings From time to time, we are involved in various legal proceedings, most of which are routine litigation, in the normal course of business. Our management does not believe that the resolution of the unsettled legal proceedings that we are involved with will have a material adverse impact on our financial position or results of operations. Off-Balance Sheet Arrangements In the normal course of business, we have agreed to indemnify our officers and directors to the maximum extent permitted under Delaware law and to indemnify customers as to certain intellectual property matters or other matters related to sales of our products. There is no maximum limit on the indemnification that may be required under these agreements. Although we can provide no assurances, we have never incurred, nor do we expect to incur, any material liability for indemnification. Contingencies Prior to being acquired, during 2021, Smiths Medical received a Warning Letter from the U.S. Food and Drug Administration (""FDA"") following an inspection of Smiths Medicals Oakdale, Minnesota Facility (the ""2021 Warning Letter""). The 2021 Warning Letter cited, among other things, failures to comply with FDA's medical device reporting requirements and failures to comply with applicable portions of the Quality System Regulation. A provision for the estimated costs related to the field service corrective actions identified as of the closing date of the acquisition was re …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

The following table represents our revenues disaggregated by product line (in thousands): Three months ended September 30, Nine months ended September 30, Product line 2025 2024 2025 2024 Consumables $ 285,089 $ 264,875 $ 824,448 $ 770,730 Infusion Systems 173,909 159,769 507,905 480,745 Vital Care 77,992 164,487 358,205 500,766 Total Revenues $ 536,990 $ 589,131 $ 1,690,558 $ 1,752,241 The following table represents our revenues disaggregated by geography (in thousands): Three months ended September 30, Nine months ended September 30, Geography 2025 2024 2025 2024 United States $ 307,131 $ 369,515 $ 1,030,808 $ 1,118,810 Europe, the Middle East and Africa 115,092 101,710 309,839 295,409 APAC 57,477 60,288 175,292 173,365 Other Foreign 57,290 57,618 174,619 164,657 Total Revenues $ 536,990 $ 589,131 $ 1,690,558 $ 1,752,241

DisaggregationOfRevenueTableTextBlock

"Fair Value Measurements Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There are three levels of inputs that may be used to measure fair value: Level 1: quoted prices in active markets for identical assets or liabilities; Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities. Recurring Fair Value Measurements We measure certain assets and liabilities on a recurring basis, including contingent earn-out liabilities and derivative financial instruments. Contingent Earn-out Liabilities In 2022, we acquired Smiths Medical with a combination of cash consideration and share consideration issued at closing. Total consideration for the acquisition included a potential earn-out payment of $100.0 million in cash contingent on our common stock achieving a certain volume-weighted average price (the ""Price Targets"") from the closing date to either the third or f …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Goodwill and Intangible Assets, Net Goodwill The following table presents the changes in the carrying amount of our goodwill (in thousands): Total Balance as of January 1, 2025 $ 1,432,772 Currency translation 65,995 Balance as of September 30, 2025 $ 1,498,767 Intangible Assets, Net Intangible assets, carried at cost less accumulated amortization and amortized on a straight-line basis, were as follows (in thousands): Weighted-Average Amortization Life in Years September 30, 2025 Cost Accumulated Amortization Net Patents 10 $ 39,997 $ 24,794 $ 15,203 Customer contracts 12 10,060 7,321 2,739 Non-contractual customer relationships 8 561,041 288,073 272,968 Trademarks 1 5,425 5,425 Trade name 15 18,247 9,270 8,977 Developed technology (1) 10 625,973 277,434 348,539 Non-compete 3 9,100 9,100 Total amortized intangible assets $ 1,269,843 $ 621,417 $ 648,426 Internally developed software (2) $ 16,401 $ 16,401 Total intangible assets $ 1,286,244 $ 621,417 $ 664,827 ______________________________ (1) Developed technology primarily consists of acquired patented technologies and internally developed software. Upon completion of development, the assets are amortized over their estimated useful lives. (2) Internally developed software will be reclassified to developed technology and amortized when the projects are complete and the assets are ready for their intended use. Weighted-Average Amortization Life in Years December 31, 2024 Cost Accumulated Amortization Net Patents 10 $ 36,811 $ …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

"Income Taxes Income taxes were accrued at an estimated effective tax rate of 26% and 25% for the three and nine months ended September 30, 2025, respectively, as compared to (84)% and (26)% for the three and nine months ended September 30, 2024, respectively. 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, tax credits, and the following discrete items recognized during the interim period: Tax expense of $0.0 million and $6.1 million related to the sale of a 60% interest of our IV solutions business during the three and nine months ended September 30, 2025 respectively. Unrecognized tax benefits released as a result of the expiration of statute of limitations during the three and nine months ended September 30, 2025 of $0.0 million and $5.0 million, respectively. U.S. return-to-provision adjustments net of related tax reserves for the year ended December 31, 2024 resulted in a tax benefit of $12.0 million, for both the three and nine months ended September 30, 2025. The adjustments related primarily to a decrease to the U.S. valuation allowance. 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 …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

"Leases We determine if an arrangement is a lease at inception. Our operating lease assets are separately stated in operating lease right-of-use (""ROU"") assets and our financing lease assets are included in other assets on our condensed consolidated balance sheets. Our lease liabilities are included in accrued liabilities and other long-term liabilities on our condensed consolidated balance sheets. We have elected not to recognize an ROU asset and lease liability for leases with terms of twelve months or less. Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Most of our leases do not provide an implicit rate; therefore, we use our incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term based on the information available at commencement date. Our lease ROU assets exclude lease incentives and initial direct costs incurred. Our lease terms include options to extend when it is reasonably certain that we will exercise that option. All of our leases have stated lease payments, which may include fixed rental increases. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Our leases are for corporate, research and development and sales and support offices, manufacturing and distribution facilities, device service centers and certain equipment. Our leases have original lea …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

"Long-Term Debt 2022 Credit Agreement In 2022, in connection with the acquisition of Smiths Medical, we entered into a Credit Agreement (the ""Credit Agreement"") with Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Barclays Bank PLC and certain other financial institutions (the Lenders) for $2.2 billion of senior secured credit facilities. The senior secured credit facilities include (i) a five-year Tranche A term loan of $850.0 million (the ""Term Loan A""), (ii) a seven-year Tranche B term loan of $850.0 million (the ""Term Loan B"") and (iii) a five-year revolving credit facility of $500.0 million (the ""Revolving Credit Facility""), with separate sub-limits of $50.0 million for letters of credit and swingline loans (collectively, the ""Senior Secured Credit Facilities""). We used the proceeds from borrowings under the Term Loan A and the Term Loan B (collectively, the ""Term Loans"") to fund a portion of the cash consideration for the purchase of Smiths Medical and the related fees and expenses incurred in connection with the acquisition. We did not incur borrowings under the Revolving Credit Facility on the closing date of the acquisition. The proceeds from any future borrowings under the Revolving Credit Facility may be used for working capital and other general corporate purposes. In connection with entering into the Credit Agreement in 2022, we incurred $37.8 million in debt discount and issuance costs, which were allocated to the Term Loan A, th …

LongTermDebtTextBlock · excerpt; the full note is in the filing

Restructuring, Strategic Transaction and Integration Restructuring, strategic transaction and integration expenses were $13.1 million and $46.1 million for the three and nine months ended September 30, 2025, respectively, as compared to $16.8 million and $50.1 million for the three and nine months ended September 30, 2024, respectively. Restructuring During the three and nine months ended September 30, 2025 restructuring charges were $6.2 million and $21.2 million, respectively, as compared to $3.6 million and $16.6 million for the three and nine months ended September 30, 2024, respectively, and were primarily related to facility closure costs and severance costs. The following table summarizes the activity in our restructuring-related accrual by major type of cost for the three and nine months ended September 30, 2025 (in thousands), which is included in accrued liabilities and other long-term liabilities on the condensed consolidated balance sheets: Employee & Related Costs Facility & Other Closure Costs Total Accrued balance, January 1, 2025 $ 9,538 $ 407 $ 9,945 Charges incurred 2,401 4,397 6,798 Payments (3,482) (2,905) (6,387) Other (1) (900) (900) Currency translation 155 14 169 Accrued balance, March 31, 2025 $ 7,712 $ 1,913 $ 9,625 Charges incurred 4,289 3,934 8,223 Payments (3,930) (2,538) (6,468) Currency translation 287 95 382 Accrued balance, June 30, 2025 $ 8,358 $ 3,404 $ 11,762 Charges incurred 2,901 3,267 6,168 Payments (3,409) (3,389) (6,798) Curren …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

Revenue Revenue Recognition Our business units are Consumables, Infusion Systems and Vital Care. The vast majority of our sales of these products within these business units are made on a stand-alone basis to hospitals and distributors. Revenue is typically recognized upon transfer of control of the products, which we deem to be at point of shipment. For purposes of revenue recognition for our software licenses and renewals, we consider the control of these products to be transferred to a customer at a certain point in time; therefore, we recognize revenue at the start of the applicable license term. Payment is typically due in full within 30 days of delivery or the start of the contract term. Revenue is recorded in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We include variable consideration in net sales only to the extent that a significant reversal in revenue is not probable when the uncertainty is resolved. Our variable consideration includes distributor chargebacks, product returns and end customer rebates with distributor chargebacks representing the majority and subject to the greatest judgment. Chargebacks are the difference between the prices we charge our distribution customers at the time they purchase our products and the contracted prices we have with the end customer, most often in the U.S. and Canada. When a distributor sells our products to one of our contracted end customers, the distributor t …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

"Segment Data The Company has a single operating and reportable segment. The Company derives revenues from the manufacture and sale of our medical products which are used in infusion therapy, vascular access, and vital care applications. Our product portfolio includes ambulatory, syringe, and large volume IV pumps and safety software; dedicated and non-dedicated IV sets, needlefree IV connectors, IV catheters, sharps safety products, and sterile IV solutions; closed system transfer devices and pharmacy compounding systems; as well as a range of respiratory, anesthesia, patient monitoring, and temperature management products. Our product lines, as disclosed in Note 5: Revenue, were determined to be a single operating segment as discrete financial information by product-line is limited to revenue and standard cost. Other cost of sale expenses, which include above-site manufacturing costs, manufacturing variances and supply chain costs including freight and warehousing are not allocated to individual product lines. Similarly, quality, regulatory and other operating expenses are only provided to our chief operating decision maker (""CODM"") at the consolidated level. For information on disaggregation of revenues by product-line and geography, see Note 5: Revenue. Our chief executive officer is our CODM . Our CODM uses net profit (loss) to manage our business activities on a consolidated basis and to evaluate and assess the performance of the Company when determining how to alloca …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"Stockholders' Equity Treasury Stock In August 2019, our Board approved a share purchase plan to purchase up to $100.0 million of our common stock. This plan has no expiration date. During the three months ended September 30, 2025 and 2024, we did not purchase any shares of our common stock under our share purchase plan. As of September 30, 2025, all of the $100.0 million available for purchase was remaining under the plan. We are currently limited on share purchases in accordance with the terms and conditions of our Credit Agreement (see Note 18: Long-Term Debt). For the nine months ended September 30, 2025, we withheld 61,304 shares of our common stock from employee vested restricted stock units in consideration for $8.7 million in payments made on the employees' behalf for their minimum statutory income tax withholding obligations. For the nine months ended September 30, 2024, we withheld 114,023 shares of our common stock from employee vested restricted stock units in consideration for $11.9 million in payments made on the employees' behalf for their minimum statutory income tax withholding obligations. Treasury stock is used to issue shares for stock option exercises and restricted stock grants. Accumulated Other Comprehensive (Loss) Income (""AOCI"") The components of AOCI, net of tax, were as follows (in thousands): Foreign Currency Translation Adjustments Unrealized Losses on Cash Flow Hedges Other Adjustments Total Balance as of January 1, 2025 $ (146,942) $ 5,722 $ …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

"Subsequent Event On October 31, 2025 (the ""Closing Date""), ICU Medical, Inc., as Borrower, entered into Amendment No. 2 to the Existing Credit Agreement (the ""Amendment"") with Wells Fargo Bank and certain other financial institutions (the Lenders) to refinance the existing Term Loan A and the existing Revolving Credit Facility under the Credit Agreement dated as of January 6, 2022 (as amended by Amendment No. 1, dated as of October 5, 2022, the ""Existing Credit Agreement,"" and as further amended by the Amendment, the ""Amended Credit Agreement""). The existing Term Loan A had an outstanding principal balance of $559.7 million as of September 30, 2025 and there were no borrowings under the existing $500.0 million revolver as of September 30, 2025. The Amended Credit Agreement includes new credit facilities (the ""New Credit Facilities"") that consists of a $750.0 million senior secured term loan A and a new $500.0 million revolving credit facility. The proceeds from and commitments under the New Credit Facilities were used to (i) repay the outstanding principal amount of the existing Term Loan A in full and refinance the existing Revolving Credit Facility (collectively, the ""Refinancing"") under the Existing Credit Agreement, (ii) repay a portion of the outstanding balance of the existing Term Loan B under the Existing Credit Agreement and (iii) to finance the payment of fees and expenses incurred in connection with the Refinancing. The final maturity of the New Credit …

SubsequentEventsTextBlock · excerpt; the full note is in the filing