UTMD 10-K & 10-Q changes, risk factors and insider trading

LegislativePotential orgovernment executive order healthcare interference in the United Statesinvolvement renders the U.S. medical device marketplace unpredictable. A fully government-run healthcare system would likely eliminate healthcare consumer choice as well as commercial incentives for innovation.

IncreasingRegulatory regulatory burdens, including premarketing approval delays,burdens may result in significant loss of revenue, unpredictable costs and loss of management focus on developing and marketing products that improve the quality of healthcare:healthcare.

Group Purchasing Organizations (GPOs) in the U.S. add non-productive costs, weaken the Company’s marketing and sales efforts and cause lower revenues by restricting access:access.

GPOs, theoretically acting as bargaining agents for member hospitals, but actually collecting revenues from the companies that they are negotiating with, have made a concerted effort to turn medical devices that convey special patient safety advantages and better health outcomes, like UTMD’s, into undifferentiated commodities. GPOs have been granted an antitrust exemption by the U.S. Congress. In other industries their business model based on “kickbacks” would be a violation of law. Despite rhetoric otherwise, these bureaucratic entities do not recognize or adequately understand the overall cost of care as it relates to safety and effectiveness of devices, and they create a substantial administrative burden that is primarily driven by collection of administrative fees.

The Company’s business strategy may not be successful in the future:strategy.

The Company’s value-added approach may not be successful in the future. As the level of complexity and uncertainty in the medical device industry increases, evidenced, for example, by the unpredictable and overly cumbersome regulatory environment, the Company’s views of the future and product/ market strategy may not yield financial results consistent with the past.

As the healthcare industry becomes increasingly bureaucraticbureaucratic, it puts smaller companies like UTMD at a competitive disadvantage:

A product liability lawsuit could result in significant legal expenses and a large award against the Company:Company.

UTMD’s devices are frequently used in inherently risky situations to help physicians achieve a more positive outcome than what might otherwise be the case. In any lawsuit where an individual plaintiff suffered permanent physical injury, the possibility of a large award for damages exists whether or not a causal relationship exists.existed.

The Company’s reliance on third party distributors in some geographical markets can result in less predictable revenues. UTMD’s distributors have varying expertise in marketing and selling specialty medical devices. They also sell other devices that may result in less focus on the Company’s products. In some countries, notably China, Pakistan and India not subject to similarly rigorous standards, a distributor of UTMD’s products may eventually become a competitor with a cheaper but lower quality version of UTMD’s devices. In addition, unpredictable geopolitical relationships, such as in the indiscriminate deployment of tariffs, can eliminate an OUS third party’s ability to market UTMD’s devices within its country.

The loss of one or more key employees could negatively affect UTMD performance:employees.

Fluctuations in foreign currenciescurrency exchange (FX) rates relative to the USD can result in significant differences in period-to-period financial results:USD.

Since a significant portion of UTMD’s sales are invoiced in foreign currencies and consolidated financial results are reported in USD terms, a stronger USD can have negative revenue effects. Conversely, a weaker USD would increase foreign subsidiary operating costs in USD terms. For the portion of sales to foreign entities made in fixed USD terms, a stronger USD makes the devices more expensive and weakens demand. For the portion invoiced in a foreign currency, not only USD-denominated sales are reduced, but also gross profits may be reduced because finished distributed devices and/or U.S. made raw materials and components are likely being purchased in fixed USD. FX rate fluctuations can create differences in comparative period-to-period financial results:

TradeGovernment geopolitical policies which elicit reciprocal actions, including duties, trade restrictions and /or tariffs resulting from changing government geopolitical trade policiestariffs, have the potential to disrupt UTMD’s supply chain and/or significantly affect costs.

In 2024,2025, income statement measures of Utah Medical Products, Inc. (Nasdaq: UTMD) consolidated financial performance were substantially lower than in 2023,2024, as follows.

Despite 19% lower sales, profitProfit margins in 4Q and year 20242025 heldwere uphampered comparedby tohigher 4Qoperating andcosts yearcoupled 2023,with forlower reasonssales, as described later in this report:

Because revenue results for any given three-month period in comparison with a previous three-month period are not indicative of comparative results for the year as a whole, UTMD believessuggests that investors should focus primarily on the annual results in 2024. The $9.3 million consolidated worldwide (WW) decline in annual revenues in 2024, which drove income statement results overall, can be aggregated in the three following categories:2025.

OUS Direct Filshie revenues were sales by UTMD subsidiaries directly to medical facilities in the UK, France, Ireland, Canada, Australia and New Zealand. ForeignIn currencycontrast exchange (FX) rate changes hadto a minimallysales positiveincrease impactin onthe 2024U.S., USDOUS revenuesFilshie comparedsales towere 2023.significantly lower.

Despite $4,260$3,983 in stockholder dividends and $19,968$8,355 in share repurchases in 2024,2025, which reduced both cash and Stockholders’ Equity, measures of the Company’s liquidity and overall financial condition remained strong as of the end of 20242025 compared to the end of 2023.2024. DespiteBecause of the increase in cash, 2025 year-end working capital decliningincreased $8,985,$2,570. theThe Company’s current ratio improved to 37.6 at the end of 2025 from 25.6 at the end of 2024 from 22.6 at the end of 2023.2024. As a result of continued strong positive cash flow from normal operations, 20242025 year-end Stockholders’ Equity declinedincreased just $10,886$1,841 despite the $24,228$12,338 share repurchases and cash dividends. In comparison, UTMD paid $4,282$4,260 in stockholder cash dividends and made no$19,968 in share repurchases in 2023.2024. The Company also used $231$371 in cash in 20242025 along with $639$231 in 20232024 to invest in new manufacturing equipment and fixtures, as well as maintaining existing Property, Plant and Equipment (PP&E) in good working order. Two-year net capital expenditures for PP&E were $511$955 less than depreciation.

Year-end 20242025 total consolidated assets were $122,542 comprised of $97,742 in current assets, $9,908 in consolidated net PP&E and $14,892 in net intangible assets. This compares to $122,538 total assets at the end of 2024 comprised of $96,330 in current assets, $9,763 in consolidated net PP&E and $16,445 in net intangible assets. This compares to $135,458 total assets at the end of 2023 comprised of $106,269 in current assets, $10,551 in consolidated net PP&E and $18,637 in net intangible assets. Total asset turns (total consolidated sales divided by average total assets for the year) in 20242025 were 32%31% compared to 39%32% in 2023,2024, reflecting the large decrease in sales.

Current assets decreasedincreased $9,938$1,412 due to the $9,892$2,780 decreaseincrease in year-end cash and investments and $770 lower inventories, offset by $704$877 higherlower inventories and $573 lower accounts and other receivablesreceivables. The remaining net increase was due to Other Current Assets $81 higher. Year-end 2025 and $20 higher other current assets. Year-end 2024 and 2023 cash and investment balances were $82,976$85,756 and $92,869,$82,976, representing 68%70% and 69%68% of total assets, respectively. Net (after allowance for doubtful accounts) year-end trade accounts receivable (A/R) balances were $760$573 higherlower at the end of 20242025 compared to 2023,2024 despitebecause 4Q 20242025 sales $3,176were $113 lower than in 4Q 2023.2024 and days in receivables were also lower. Ending 20242025 average days in A/R were 4035 based on 4Q trade sales, instead of 2440 days at the end of 2023.2024. A/R over 90 days from invoice date increaseddeclined fromto 3.3%2.2% of total A/R at the end of 20232025 tofrom 6.4% at the end of 2024. The Company believes any older A/R will be collected or are within its reserve balances for uncollectible amounts. Inventories net of reserves for obsolescence at 20242025 year-end were 8%10% lower from the end of 2023.2024 when 2025 sales were just 6% lower.

Working capital (current assets minus current liabilities) at year-end 20242025 was 9%3% lowerhigher at $92,574$95,144 compared to $101,559$92,574 at year-end 2023,2024, primarily due to usingan $19,968increase in cash forfrom shareprofitable repurchases.operations. The end of 20242025 working capital exceeds UTMD’s needs for normal operations in an uncertain economic environment, funding of future organic growth and timely payment of accrued tax liabilities. Management believes that, despite the negative impact on Return on Stockholders’ Equity, retaining a high cash balance increases its likelihood of being able to allow for substantial funding of any future accretive acquisition without diluting stockholder interest, as well as repurchase of UTMD shares while paying a consistent dividend, and thus will leverage stockholder value in the long term.

Compared to the end of 2023,2024, ending 20242025 net consolidated PP&E (depreciated book value of all fixed assets) declinedincreased $789$145 asdespite adepreciation resultexceeding of the combination ofnew capital expenditures ofby $231,$455 depreciationbecause of $730 and the effect of foreign currency exchange (FX) rates on year-end foreign subsidiary asset balancesbalances, asbecause OUSat fixedthe assetsend wereof depreciated2025 furthercompared byto athe strongerend of 2024, the EUR was 13% higher, the GBP was 7% higher, the AUD was 8% higher and the CAD was 5% higher relative to the USD.

The year-end 20242025 net book value (after accumulated depreciation) of consolidated PP&E was 29%28% of purchase cost. End-of-year PP&E turns (Net Sales divided by Net PP&E) was 3.9 in 2025 compared to 4.2 in 2024 compared to 4.8 in 2023 due to 19%6% lower 20242025 sales togetherand withhigher lower USDUSD-denominated asset values of foreign subsidiaries.subsidiary assets. A future leverage in productivity of fixed assets which will not have to be further increased to support new business activity will be a source of incremental profitability.profitability because assets will not have to be increased in proportion to new business activity.

Net intangible assets (after accumulated amortization) are comprised of the capitalized costs of obtaining patents and other intellectual property, as well as the value of identifiable intangible assets (IIA) and goodwill resulting from acquisitions. Net intangible assets were $14,892 (12% of total assets) at the end of 2025 compared to $16,445 (13% of total assets) at the end of 2024 compared to $18,637 (14% of total assets) at the end of 2023.2024. Per US GAAP, intangible assets are categorized as either 1) IIA, which are amortized over the estimated useful life of the assets, or 2) goodwill, which is not amortized or expensed until the associated economic value of the acquired asset becomes impaired. Those two categories of Femcare intangibles at year-end 20242025 were net IIA of $2,415$457 and goodwill of $6,389.$6,861. The accumulated amortization of Femcare IIA as of December 31, 20242025 since the March 18, 2011 acquisition was $27,632.$31,808. The remaining Femcare IIA will be fully amortized in March1Q 2026. The goodwill portion of intangible assets resulting from the Femcare acquisition, which is not amortized, decreasedincreased $111$472 due to a weakerstronger GBP at year-end, i.e. the different FX rate onat fixed goodwill in GBP terms. In early 2019, UTMD acquired an additional $21,000 IIA from the purchase of the remaining life of exclusive U.S. distribution rights for the Filshie Clip System from CSI, all of which was amortized before the end of 2023.year-end. UTMD’s goodwill balance from prior acquisitions including Femcare, Columbia Medical, Gesco and Abcorp was $13,580$14,052 at the end of 2024.2025.

Because the products associated with UTMD’s acquisitions of Columbia Medical in 1997, Gesco in 1998, Abcorp in 2004 and Femcare in 2011 continue to be viable parts of UTMD’s overall business, UTMD does not expect the current goodwill value associated with the four acquisitions to become impaired in 2025.2026. Amortization of IIA was $2,065$2,126 in 20242025 compared to $5,692$2,065 in 2023.2024. The difference was mainlypredominantly due to the CSIGBP FX rate difference for Femcare IIA becoming fully-amortized in October 2023, resulting in $3,684 lower 2024 operating expense. In other words, the 2024 non-cash amortization expense of CSI IIA was zero compared to $3,684 in 2023.amortization. The Femcare IIA amortization expense was the same in both 20242025 and 20232024 at £1,589. But because of a difference in FX rates, the 20242025 non-cash amortization expense of Femcare IIA was $2,030$2,095 compared to $1,977$2,030 in 2023.2024. The 20252026 non-cash amortization expense (included as part of consolidated G&A operating expenses) of Femcare IIA will also be £1,589.340.

As a reminder, payments for the Federal and State repatriation (REPAT) tax liability which resulted from the U.S. TCJA enacted in 2017 were 8% of the respective tax liability per year for the first five years, 15% in the sixth year, 20% in the seventh year and will be 25% in the eighth year. At the end of 2024, UTMD’s total remaining REPAT tax liability was $2,792.$698. Calendar year 2025 representsrepresented the eighth year, so $698the isend theof 2024 liability was a current liability and no REPAT tax liability remains at 25%the end of the total liability, the final payment year.2025.

Year-end 2024 current liabilities were $953 lower than at the end of 2023 despite the $140 higher REPAT tax current liability for the ensuing year. Ending accrued liabilities were $1,020 lower due primarily to a $619 lower consolidated accrued income tax liability, $135 lower accrued employee profit-sharing bonuses, a $146 lower litigation expense reserve and $238 lower customer deposits. Total liabilities were $2,034$1,837 lower at the end of 20242025 compared to the end of 2023.2024. The resulting 20242025 year-end total debt ratio (total liabilities/ total assets) was just 4%3% compared to 5%4% at the end of 2023.2024. UTMD has no bank debt.

The following table shows the 20242025 USD-denominated revenues by sales channel compared to 2023.2024. Because domestic sales in foreign countries were invoiced in native currencies, the comparison in USD terms includes the change in foreign currency translation (FX) rates. In other words, just the FX rate relative to the USD in 20242025 compared to 20232024 reduceddecreased Canada USD-denominated domestic sales by 1.3%2.3% and Australia sales by 0.9%.2.5%. On the other hand, the FX rate differencedifferences increased Ireland domestic sales by 0.4%, UK domestic sales by 2.8% and France domestic sales by 0.1%.5.0% and UK domestic sales by 3.2%.

OUS USD-denominated sales in 2024 were $4,562 (20.7%) lower at $17,458 compared to $22,020 in 2023. Sales invoiced in foreign currencies, which were $12,911$11,388 when converted to USD, represented 74%72% of OUS sales and 32%30% of consolidated total sales. The stronger GBPEUR and EUR currenciesGBP added $113$397 in net OUS USD-denominated foreign currency sales compared to USD sales using the prior year’s foreign currency exchange (FX) rates (constant currency terms).terms. FX rates for income statement purposes are transaction-weighted averages. The weighted-average FX rates from the applicable foreign currency to USD during 20242025 and 20232024 for revenue purposes follow:

The combined weighted-average favorable FX impact on 20242025 foreign currency OUS sales was 0.7%3.6%, (+0.3%increasing ofreported total2025 consolidated 2024USD sales). by $397 relative to the same foreign currency sales in 2024. In constant currency terms, OUS sales in 20242025 were 21.2%12.0% lower than OUS sales in 2023.2024. The portion of OUS sales invoiced in foreign currencies in USD terms was 32%30% of total consolidated 20242025 USD sales compared to 30%32% in 2023.2024. Including the impact of changed FX rates, OUS 20242025 direct to end-user sales by UTMD subsidiaries in USD terms were 7% higher in Ireland, 13% lower in Canada, 17% lower in France and 3% higher in the UK. Direct to end-user sales in Australia, which included New Zealand, were 18% lower. USD denominated sales to OUS distributors were $2,359 (18.9%) lower in 2024 than in 2023.

b) Gross Profit (GP).Profit.

UTMD’s 2024 consolidated GP,Gross Profit, the surplus after subtracting costs of manufacturing, which includes purchasing and transporting raw materials,materials (along with applicable tariffs), forming components, assembling, inspecting, testing, packaging and sterilizing products, from net revenues, was $22,001 (57.1% of sales) in 2025 compared to $24,143 (59.0% of sales) comparedin to2024. $30,038Gross (59.8% of sales)Profit in 2023. GP in 20242025 was $5,895$2,142 (19.6%8.9%) lower with ana 18.6%5.8% decrease in revenues.

The Gross Profit Margin (GPM), in 2025, which is GPGross Profit divided by sales, although still healthy, contracted 0.81.9 percentage points infrom 20242024, mainly due to the fact that many fixed manufacturing overhead costs increased as expected while sales decreased. WhileManagement the 2024 GP margin decline was less than projected in UTMD’s 2023 SEC Form 10-K, a further overhead margin dilution effect is expected in 2025 because management has decided todid not reduce important manufacturing overhead resources in the same proportion as the expected 2025 decline in sales.sales Doingas doing so would limithave limited future UTMD capabilities to grow the Company. U.S. tariffs in 2025 were $140 (0.4%-points of consolidated sales) compared to $15 in 2024, representing about 20% of the margin change. Although supplier costs for raw materials haveoverall continued to increase and the Company implemented further cost-of-living salary adjustments during 20242025 for employees, management expects to be able to control the productivity of its variable manufacturing costs in 20252026 consistent with the past. InExcept addition,for qualitya assurancelate costsyear includedincrease in manufacturingdomestic overheadFilshie aredevice projectedprices to behelp higheroffset tariffs on Utah intercompany purchases of Filshie devices from implementingits requiredIreland clinicalmanufacturing reviewssubsidiary, underUTMD thedid newnot EUincrease Medicalprices Deviceto Regulationmedical forfacilities devicesin used OUS. Except on a selective basis after experiencing further variable cost increases,2025. UTMD does not intend to increase prices to customers again in 2025.2026, Thewith the exception of specific custom OEM products. If the Company is successful in its objective to replace all of the lost China Deltran low GPM 2025 revenues and remaining 2025 PendoTECH revenues with new product revenues in 2026, the resulting 20252026 GPM mightcould beexpand more than anothera full percentage point lowerhigher than in 2024,2025, resulting in a decline2% increase in GPGross inProfit for the rangesame level of 7-9%.revenues.

UTMD’s Ireland subsidiary’s (UTMD Ltd’s) 20242025 GPGross Profit was EUR 6,2835,524 (22.3%12.1% lower) compared to EUR 8,0846,283 in 20232024 whenas total EUR revenues, including direct sales to France and intercompany sales of devices manufactured in Ireland, were 21.6%8.8% lower. The associated GPMs were 56.3% in 2025 and 58.4% in 2024 and 58.9% in 2023.2024. Femcare UK GPGross Profit was GBP 1,440 in 2025 compared to GBP 1,579 in both 2024 and 2023.2024. The 20242025 UK GPM was 55.7%54.6% compared to 55.3%55.7% in 20232024 while UK GBP sales including intercompany revenues were 0.7%7.0% lower. Femcare Australia and Femcare Canada are simplyjust distribution facilities for UTMD finished devices in their respective countries. GPGross Profit is the result of subtracting intercompany purchase prices of devices, plus incoming freight, duties and applicable tariffs, from revenues. Australia 20242025 GPGross Profit was AUD 518 (46.0% of sales) compared to AUD 623 (46.9% of sales) comparedin to2024. AUDCanada 8412025 Gross Profit was CAD 414 (53.0%40.4% of sales) incompared 2023. Canada 2024 GP wasto CAD 538 (41.2% of sales) compared to CAD 874 (58.6% of sales) in 2023.2024. The GPMs in both Australia and Canada were diluted not only by higher overhead costs on substantiallywith lower sales, but also higher direct material costs resulting from weaker local currencies for devices purchased from the U.S., Ireland and the UK. In the U.S., GPGross Profit was $13,991$13,846 (21.2%1.0% lower) in 20242025 compared to $17,750$13,991 in 20232024 when revenues including intercompany sales were 16.7%3.8% lower. The U.S. GPM was 48.5%49.9% in 20242025 compared to 51.2%48.5% in 2023.2024. A summation of the above GPsubsidiaries’ ofGross each subsidiaryProfit will not yield UTMD’s consolidated total GPGross Profit because of the elimination of profit in inventory for intercompany sales.

bc)Operating Income.

Operating Income results from subtracting Operating Expenses from GP.Gross Profit. For the year 2024,2025, Operating Income was $13,594$11,402 compared to $16,777$13,594 in 2023,2024, a 19.0%16.1% decrease. The $3,183$2,192 decrease in Operating Income was from a combination of $5,895$2,142 lower GPGross andProfit $2,712with lower$50 higher Operating Expenses.

The UTMD Ltd (Ireland) Operating Income margin in 20242025 was 54.4%48.4% compared to 55.9%54.4% in 2023.2024. Femcare UK’s Operating Income margin per US GAAP, which includes the IIA amortization expense of the 2011 acquisition, was negative in both 20242025 and 2023.2024. Femcare Australia’s 20242025 US GAAP Operating Income margin was 23.6%negative as a result of the recognition in 4Q 2025 of a $195 loss of funds embezzled by UTMD’s former Australia subsidiary manager, about which she admitted guilt and promised to repay, but in fact hasn’t yet, compared to 32.2%23.6% in 2023.2024. Femcare Canada’s 20242025 Operating Income margin was 22.4%15.0% compared to 41.8%22.4% in 2023.2024. UTMD’s 20242025 Operating Income margin in the U.S. was 33.1%32.7% compared to 23.5%33.1% in 2023.2024. For clarity, in 2023both the CSI IIA amortization expense (none in 2024) hit the U.S. Operating Income margin,2025 and in both 2024 and 2023 the Femcare IIA amortization expense hit the Femcare UK Operating Income margin.

Operating expenses include sales and marketing (S&M) expenses, product development (R&D) expenses and general and administrative (G&A) expenses. Consolidated WW operating expenses were $10,599 (27.5% of sales) in 2025 compared to $10,549 (25.8% of sales) in 2024 compared to $13,261 (26.4% of sales) in 2023.2024. The following table provides a comparison of operating expense categories, as well as a further segmentation of G&A expenses:

S&M expenses are the costs of communicating UTMD’s differences and product advantages, providing training and other customer service in support of the use of UTMD’s solutions, attending clinical meetings and medical trade shows, administering customer agreements, advertising, processing orders,orders and shipping, and paying commissions to outside independent representatives. In markets where UTMD sells directly to end-users, which in 2023-20242024-2025 included the U.S., Ireland, UK, Australia, New Zealand, France and Canada, the largest components of S&M expenses were the cost of customer service required to timely process orders and the distribution costs associated with shipping products.

R&D expenses in 20242025 were $668 (1.7% of sales) compared to $813 (2.0% of sales) compared to $560 (1.1% of sales) in 2023.2024. R&D expenses include the costs of investigating clinical needs, developing innovative concepts, testing concepts for viability, validating methods of manufacture and materials, completing any necessary premarketing clinical trials, regulatory documentation and other activities required for design control, responding to customer requests for product enhancements, and assisting manufacturing engineering on an ongoing basis in developing new processes or improving existing processes. Product development (R&D) expenses increaseddeclined in 20242025 primarily as a result of $222higher spentcosts forof independent testing and validation of materials used in UTMD’s own biopharma sensors,sensors andin from cost-of-living adjustments for employees.2024. R&D also continued to play a significant role in manufacturing process improvements and quality assurance. No new UTMD devices were launched in 2024. UTMD projectsexpects R&D expenses in 20252026 will again be between 1% and 2% of projected revenues.

The major year-to-year changes in Operating Expense were in the G&A expense category, although the total consolidated 2025 G&A expenses were just $45 higher than in 2024. G&A expenses in 20242025 were $7,880 (20.5% of sales) compared to $7,835 (19.2% of sales) compared to $11,016 (21.9% of sales) in 2023.2024. G&A expenses include the “front office” functional costs of executive management and outside directors, finance and accounting, corporate information systems, human resources, stockholder relations, corporate risk management, corporate governance, protection of intellectual property, amortization of identifiable intangiblesintangibles, litigation and other legal costs.costs, and provision for bad debts. The table above helps identify certain specific categories of G&A expenses which might be of interest to stockholders.

Utah Medical Products, Inc. (UTMD) manufactures and markets a well-established range of specialty medical devices. The Company’s Form 10-K Annual Report for the year ended December 31, 2025 providedprovides a detailed description of products, technologies, markets, regulatory issues, business initiatives, resources and business risks, among other details, and should be read in conjunction with this report. Because of the relatively short span of time, results for any given three-monththree- or six-month period in comparison with a previous three-monththree- or six-month period may not be indicative of comparative results for the year as a whole. Currency amounts in the report are in thousands, except per share amounts or where otherwise noted. Currencies in this report are denoted as $ or USD = U.S. Dollars; AUD = Australia Dollars; £ or GBP = UK Pound Sterling; C$ or CAD = Canadian Dollars; and € or EUR = Euros.

Income statement results in thesecond firstcalendar quarter (1Q2Q) ofand first half (1H) 2026 compared to 1Qthe same periods of 2025 were as follows:

ProfitUTMD’s profit margins in 1Q 2026 compared to 1Qthose 2025of the prior year’s same periods follow:

Foreign currency exchange (FX) rates for Balance Sheet purposes are the applicable rates at the end of each reporting period. The FX rates from the applicable foreign currency to USD for assets and liabilities at the end of 1Q2Q 2026 compared to the end of calendar year 2025 and the end of 1Q2Q 2025 followwere as follows:

Terms of sale are established in advance of UTMD’s acceptance of customer orders. In the U.S., Ireland, UK, France, Canada, Australia and New Zealand, UTMD generally acceptedaccepts orders directly from and shippedships directly to end user clinicalmedical facilities, as well as third party medical/surgical distributors, under UTMD’s Standard Terms and Conditions (T&C) of Sale. UTMD’s T&C of Sale duringto bothend 1Quser 2026facilities are substantially the same in the U.S. and 1Q 2025.OUS. UTMD mayalso havehas separatestandard discounted pricing agreements with a specific clinical facility or groupT&C of affiliatedSale facilitiesfor basedOEM oncustomers, volumeother ofmedical purchases.device Pricingand agreementsnon-medical device customers for components manufactured by UTMD, which are documentedsubstantially arrangementsthe withsame, clinicalexcept facilities,that or groups of affiliated facilities, if applicable,prices are establishedgenerally in advance of orders accepted or shipments made. For existing customers, past actual shipment volumes typically determine the fixed price by part number for the next agreement period of one year. For new customers, the customer’s best estimate of volume is usually accepted by UTMD for determining the ensuing fixed prices for the agreement period. Prices are not adjusted after an order is accepted. For the sake of clarity, the separate pricing agreements with clinical facilities based on volume of purchases disclosure is not inconsistent with UTMD’s disclosure that the selling price is fixedquoted prior to the acceptance of a specific customereach order.

Domestic sales are invoiced in 1QUSD 2026and wereobviously almostnot the same at $5,560 comparedsubject to $5,583foreign incurrency 1Qconversion 2025.(FX) rate fluctuations. The components of domestic sales include 1) “direct non-Filshie device sales” of UTMD’s medical devices to user facilities (and med/surg stocking distributors for hospitals), excluding Filshie device sales, 2) “OEM sales” of components and other products manufactured by UTMD for other medical device and non-medical device companies, and 3) “domestic Filshie device sales”,. manufacturedUTMD byseparates domestic Filshie device sales from other medical device sales direct to medical facilities because UTMD is simply a distributor for Femcare and distributed in the U.S. by UTMD.

The following table provides USD consolidatedUSD-denominated sales amounts divided into general product categories for total worldwide salesrevenues and the subset of OUS sales.revenues:

OUS revenues (USD) by product category:

*includes assemblies and molded components sold to OEM customers.

c) Gross Profit