NYSEHealth CareHealth Care EquipmentS&P SmallCap 600
$51.94
+0.44 (+0.85%)
Close of Nov 09, 2026 · end-of-day data
CNMD 8-K filings, explained
Every material Form 8-K CONMED has filed with the SEC since May 21, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
CONMED reported third quarter 2026 net sales of $335.6 million, down 0.7% from a year earlier, and adjusted diluted EPS of $1.04, down 3.2%. GAAP diluted EPS was $0.66, up from $0.09, and the company updated its full year 2026 guidance to net sales of $1,360 million to $1,366 million and adjusted diluted EPS of $4.54 to $4.61. The picture is mixed for shareholders: the adjusted EPS range moved higher, while the top end of the sales range was lowered.
Third quarter net sales were $335.6 million, down 0.7%; excluding GI product offering exits, organic constant currency net sales grew 6.7%.
Domestic sales fell 11.0% as reported, while international sales rose 13.1% as reported.
Full year 2026 net sales guidance is $1,360 million to $1,366 million, versus prior guidance of $1,358 million to $1,373 million.
Full year 2026 adjusted diluted EPS guidance is $4.54 to $4.61, versus prior guidance of $4.48 to $4.60.
CONMED reported second quarter 2026 net sales of $343.5 million, up 0.3% as reported and down 0.5% on a constant currency basis, with GAAP diluted EPS of $0.77 and adjusted diluted EPS of $1.38. The company raised its full year 2026 adjusted diluted EPS guidance to $4.48 to $4.60 from $4.30 to $4.45, and narrowed its net sales guidance to $1,358 million to $1,373 million from $1,350 million to $1,375 million.
Q2 2026 net sales $343.5 million, up 0.3% as reported; domestic sales down 8.0% and international sales up 10.8%
GAAP diluted EPS $0.77, up 11.6%; adjusted diluted EPS $1.38, up 20.0%, both including a $0.21 benefit from IEEPA tariff refunds
Full year 2026 adjusted diluted EPS guidance raised to $4.48 to $4.60 from $4.30 to $4.45
Full year 2026 net sales guidance $1,358 million to $1,373 million, versus prior $1,350 million to $1,375 million
CONMED Corporation appointed John E. Gallagher as Executive Vice President and Chief Financial Officer, effective July 15, 2026, succeeding Todd Garner, who remains with the company in an advisory role through November 2, 2026. Gallagher's pay includes a $650,000 base salary, a bonus target of 85% of base salary, and equity grants under the 2025 Long-Term Incentive Plan, which are subject to Compensation Committee approval.
Gallagher previously served as CFO of Certara, Inc. from April 2023 and as CFO of Cue Health Inc. from 2021 to 2023.
Annual base salary is $650,000, with an annual cash bonus targeted at 85% of base salary.
Equity grants include options with a $575,000 grant value, restricted stock units worth $1,150,000 plus $1,500,000, and performance stock units worth $575,000, subject to Compensation Committee approval.
Patrick Beyer stops serving as interim principal financial officer on the effective date and remains President and CEO.
On June 3, 2026, CONMED agreed in privately negotiated purchase agreements with certain holders to buy about $645.2 million of its 2.25% Convertible Senior Notes due 2027 for about $637.2 million in cash. The transactions are expected to close on June 15, 2026, subject to customary closing conditions, and would reduce the company's outstanding convertible debt.
Principal amount of notes to be purchased: approximately $645.2 million of 2.25% Convertible Senior Notes due 2027
Cash consideration: approximately $637.2 million
Agreements dated June 3, 2026, with certain holders of the notes in privately negotiated transactions
Expected closing date: June 15, 2026, subject to customary closing conditions
CONMED entered into an amendment to its credit agreement on May 27, 2026, providing commitments for a $450 million senior secured delayed draw term loan. The company may draw it in a single drawing on or before June 14, 2026, and the loan matures June 10, 2030. Proceeds are earmarked to repurchase part of its 2.25% Convertible Senior Notes due 2026 and to pay related fees and expenses, which adds $450 million of secured debt.
Term A-2 Loan Facility: $450 million, available in a single drawing on or before June 14, 2026
Maturity: June 10, 2030, same as existing revolving and term loan facilities
Interest: adjusted term SOFR plus 1.125% to 2.25%, or base rate plus 0.125% to 1.25%, based on senior secured leverage; 1.75% and 0.75% until the first adjustment date for the quarter ending September 30, 2026
Proceeds to repurchase part of the 2.25% Convertible Senior Notes due 2026 and pay related fees
CONMED added two independent directors, Celine Martin and Jeff Mirviss, effective July 1, 2026, and increased the board from eight to nine seats. The company also named Kimberly Lockwood as interim principal accounting officer effective June 1, 2026, and amended its bylaws, effective immediately. Shareholders at the May 18, 2026 annual meeting re-elected or elected seven directors and approved the advisory pay vote.
Celine Martin and Jeff Mirviss join the board effective July 1, 2026; board size rises to nine directors.
Kimberly Lockwood becomes Interim Corporate Controller and Interim Principal Accounting Officer effective June 1, 2026.
Amended bylaws took effect on Board approval on May 19, 2026; nominations for the 2027 annual meeting must be received between January 18 and February 17, 2027.
At the May 18, 2026 annual meeting, the advisory vote on executive compensation passed with 26,230,404 votes for and 1,742,683 against.
CONMED reported first-quarter 2026 net sales of $317.0 million, down 1.3% from a year earlier, while GAAP diluted EPS rose to $0.45 from $0.19 and adjusted diluted EPS fell to $0.89 from $0.95. The company raised its 2026 organic constant currency revenue growth outlook to 5.0% to 6.5% and kept its adjusted EPS outlook at $4.30 to $4.45, citing higher expected interest expense from a planned 2026 debt refinancing.
Q1 2026 net sales were $317.0 million, down 1.3% as reported and 2.9% in constant currency; a $15.5 million decrease came from exiting certain GI products.
GAAP diluted EPS was $0.45 versus $0.19; adjusted diluted EPS was $0.89 versus $0.95.
Full-year 2026 organic constant currency growth outlook raised to 5.0% to 6.5% from 4.5% to 6.0%.
Full-year 2026 reported revenue expected at $1.350 billion to $1.375 billion, versus prior guidance of $1.345 billion to $1.375 billion; adjusted EPS outlook reaffirmed at $4.30 to $4.45.
CONMED Corporation said Andrew Moller, currently Principal Accounting Officer and Vice President, Corporate Controller, will serve as Interim Principal Financial Officer starting March 15, 2026. The filing reports no change to his compensation for the interim role, so the change is administrative in nature and reflects a finance leadership appointment rather than a financial result.
Andrew Moller, age 51, to become Interim Principal Financial Officer effective March 15, 2026
Moller joined CONMED in January 2025 as Vice President, Corporate Controller and became Principal Accounting Officer in April 2025
Previously served at Smith & Nephew from May 2019 to December 2024, most recently as Global Controller and CFO Asia-Pacific
No change to his compensation arrangements in connection with the interim appointment
CONMED reported fourth-quarter 2025 sales of $373.2 million, up 7.9%, while GAAP diluted earnings per share fell to $0.54 from $1.08, and adjusted EPS rose to $1.43 from $1.34. For 2026, the company expects adjusted diluted EPS of $4.30 to $4.45, compared with $4.59 adjusted for full-year 2025, so shareholders face a lower adjusted earnings outlook despite higher sales.
Q4 2025 net sales $373.2 million, up 7.9% as reported and 7.1% in constant currency; international revenue up 17.0%, domestic up 1.4%
Q4 GAAP diluted EPS $0.54 vs $1.08 a year earlier; adjusted diluted EPS $1.43 vs $1.34
Full-year 2025 net sales $1,374.7 million, up 5.2%; GAAP diluted EPS $1.51 vs $4.25 in 2024; adjusted EPS $4.59 vs $4.17
2026 outlook: reported revenue $1.345 billion to $1.375 billion and adjusted diluted EPS $4.30 to $4.45
CONMED announced that Chief Financial Officer Todd Garner is separating from the company, effective on the earlier of March 15, 2026 or the appointment of a new permanent CFO. The company has retained an executive search firm to find his successor, and the filing states the separation did not arise from any disagreement about operations, policies, financial results or accounting practices.
CFO Todd Garner's separation takes effect on the earlier of March 15, 2026 or the appointment of a new permanent CFO
Garner remains employed through November 2, 2026 under a Transition Letter Agreement dated January 6, 2026
During the consulting period he keeps his base salary and is eligible for a pro-rated 2026 bonus, but gets no annual equity award grant in Q1 2026
The company has retained an executive search firm to find a new CFO
CONMED reported third quarter 2025 sales of $337.9 million, up 6.7% year over year, while GAAP diluted EPS fell to $0.09 from $1.57 a year earlier, after product rationalization costs and other charges. The company also raised the midpoint of its adjusted EPS guidance, authorized a $150.0 million share repurchase program, and suspended its quarterly cash dividend, which matters to shareholders because it changes how cash is returned to them.
Q3 2025 sales were $337.9 million, up 6.7% as reported and 6.3% in constant currency.
GAAP diluted EPS was $0.09 versus $1.57 in Q3 2024; adjusted diluted EPS was $1.08 versus $1.05.
Full-year 2025 adjusted diluted EPS guidance is $4.48 to $4.53, compared with the prior $4.40 to $4.55.
Board authorized a $150.0 million buyback effective October 31, 2025 and suspended the quarterly dividend; at least $25.0 million in annual repurchases is expected from 2026.
CONMED Corporation's Board appointed Kim Kelderman as an independent non-employee director effective immediately, on September 8, 2025. He currently serves as President, Chief Executive Officer and a board member of Bio-Techne, and joins the Corporate Governance and Nominating and Strategy Committees.
Appointed to the Board on September 8, 2025, effective immediately, with seats on the Corporate Governance and Nominating Committee and the Strategy Committee.
Board determined he is independent under New York Stock Exchange requirements.
Received a prorated annual director equity grant valued at approximately $134,766, comprising 500 restricted stock units and options on 6,227 shares, vesting in full on September 8, 2026.
Has been President and CEO of Bio-Techne (NASDAQ: TECH) since February 2024.
CONMED reported second-quarter 2025 sales of $342.3 million, up 3.1% from a year earlier, while GAAP diluted earnings per share fell to $0.69 from $0.96. The company raised its full-year adjusted EPS outlook to $4.40 to $4.55 from $4.31 to $4.46, and narrowed its reported revenue range to $1.356 billion to $1.378 billion, but said tariffs are expected to reduce EPS by about $0.09 in the second half.
Q2 net sales $342.3 million, up 3.1% year over year; Single-use Products up 6.6%, Capital Products down 15.5%
Q2 GAAP diluted EPS $0.69 vs. $0.96; adjusted diluted EPS $1.15 vs. $0.98 in Q2 2024
Full-year adjusted diluted EPS guidance raised to $4.40 to $4.55 from $4.31 to $4.46
Updated guidance includes an estimated $0.09 negative EPS impact from recent tariff announcements in the second half of 2025
CONMED director Martha Aronson resigned from the board effective July 7, 2025, to become President and Chief Executive Officer of Merit Medical Systems, Inc. The filing states there were no disagreements between the company and Ms. Aronson. Shareholders should note a board seat is vacated, but the filing gives no replacement details or financial figures.
Martha Aronson resigned from the CONMED Board of Directors effective July 7, 2025.
Ms. Aronson is assuming the role of President and CEO at Merit Medical Systems, Inc.
The filing states there were no disagreements between the company and Ms. Aronson.
Ms. Aronson joined the CONMED Board in February 2016 and previously served as Chair of the Board.
CONMED Corporation and subsidiary Linvatec Nederland B.V. entered into an Eighth Amended and Restated Credit Agreement on June 10, 2025, with JPMorgan Chase Bank, N.A. as administrative agent. The agreement replaces the 2021 credit agreement, extends maturities to June 10, 2030, and makes several covenant changes, including a new minimum interest coverage ratio of 2.75 to 1.00.
Facilities total $750 million: a $550.0 million U.S. dollar revolver, a $100.0 million multicurrency revolver and a $100.0 million term loan.
On the closing date, CONMED drew $16.0 million on the revolvers to repay existing revolving borrowings in full.
Maturities extended to June 10, 2030; the fixed charge coverage covenant was removed and a minimum interest coverage ratio of not less than 2.75 to 1.00 was added.
Borrowings are secured by assets of CONMED and certain subsidiaries, and the filing notes a minimum liquidity covenant of at least $75 million plus early maturing debt tied to convertible notes.
At its annual meeting on May 20, 2025, CONMED stockholders approved the 2025 Long-Term Incentive Plan, elected eight directors, approved the advisory vote on executive pay, and ratified PricewaterhouseCoopers LLP as auditor for fiscal 2025. Separately, the board declared a quarterly cash dividend of $0.20 per share, payable July 3, 2025. These are routine annual-meeting matters, though the incentive plan drew 6,772,960 votes against.
Long-Term Incentive Plan approved: 22,019,458 for, 6,772,960 against, 25,103 abstain, 882,621 broker non-votes.
Advisory vote on named executive officer compensation passed: 27,902,248 for, 889,653 against.
PricewaterhouseCoopers LLP ratified as independent auditor for fiscal 2025: 27,675,330 for, 2,018,428 against.
Quarterly cash dividend of $0.20 per share declared May 19, 2025; payable July 3, 2025 to holders of record as of June 13, 2025.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every CONMED filing is on SEC EDGAR ↗. 8-K briefs of other companies →