ICU医疗 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-34634 Securities registered pursuant to section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesNo Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and "emerging growth company," in Rule 12b-2 of the Exchange Act: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statementsof the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐YesNo The aggregate market value of the voting stock held by non-affiliates of registrant as of June30, 2025, the last business day ofregistrant’s most recently completed second fiscal quarter, was $3,225,011,330. The number of shares outstanding of registrant’s common stock, $.10 par value, as of January31, 2026 was 24,690,275. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for registrant’s 2026 Annual Meeting of Stockholders filed or to be filed pursuant to Regulation14A within 120 days following registrant’s fiscal year ended December31, 2025, are incorporated by reference into Part III of thisReport. ICU Medical, Inc.Form 10-KFor the Year Ended December31, 2025TABLE OF CONTENTS PageForward-Looking StatementsRisk Factors SummaryPART IItem 1Business1Item 1ARisk Factors14Item 1BUnresolved Staff Comments37Item 1CCybersecurity37Item 2Properties38Item 3Legal Proceedings39Item 4Mine Safety Disclosures39PART IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of EquitySecurities40Item 6Reserved41Item 7Management's Discussion and Analysis of Financial Condition and Results of Operations41Item 7AQuantitative and Qualitative Disclosures about Market Risk56Item 8Financial Statements and Supplementary Data57Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure109Item 9AControls and Procedures109Item 9BOther Information110Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections110PART IIIItem 10Directors, Executive Officers and Corporate Governance110Item 11Executive Compensation112Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters113Item 13Certain Relationships and Related Transactions, and Director Independence113Item 14Principal Accountant Fees and Services113PART IVItem 15Exhibits and Financial Statement Schedules114Item 16Form 10-K Summary118Signatures118 Forward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private SecuritiesLitigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securitie