UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 1226, 2025

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ARTIVION, INC.

(Exact name of registrant as specified in its charter)

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Delaware	1-13165	59-2417093
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


1655 Roberts Boulevard, N.W., Kennesaw, Georgia						30144
(Address of principal executive office)						(Zip Code)

Registrant’s telephone number, including area code: (770) 419-3355

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	AORT	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 1226, 2025 ~~(the “Second Amendment Effective Date”)~~, Artivion, Inc. (the “~~Artivion~~Company”) entered into atwo ~~Second~~Real ~~Amendment~~Estate toPurchase ~~Credit~~ and ~~Guaranty~~Sale ~~Agreement~~Contracts ~~(the~~having ~~“Amendment”),~~substantially ~~among~~similar ~~Artivion,~~material ~~as borrower~~terms, ~~certain~~except ~~subsidiaries of Artivion,~~ as ~~guarantors,~~noted ~~the~~otherwise lenders party thereto and Ares Capital Corporation, as administrative agent, which amends the Credit and Guaranty Agreement dated as of January 18, 2024 (as amended from time to time prior to the date hereof, the “Credit Agreement”), among Artivion, as borrower, certain subsidiaries of Artivion, as guarantors, the lenders from time to time party thereto and Ares Capital Corporation, as administrative agent and collateral agentherein.

The ~~Amendment~~first ~~provides~~agreement ~~for~~is ~~(i)~~between ~~an extension of~~ the ~~maturity~~Company ~~date~~and of1300 ~~the~~East ~~existing~~Anderson ~~term~~Lane, ~~loans~~Ltd. (the “~~Existing~~1300 ~~Term Loan Facility~~Seller”), ~~and~~a ~~the~~Texas ~~existing~~limited ~~revolving~~partnership ~~credit facility~~ (the “~~Existing~~1300 ~~Revolving~~Purchase ~~Credit Facility~~Agreement”). ~~under~~Pursuant to the ~~Credit~~1300 Purchase Agreement, bythe ~~one~~1300 ~~year~~Seller agreed to ~~January 18~~sell, ~~2031,~~and ~~(ii) a reduction in~~ the ~~interest~~Company ~~rate~~agreed ~~margin applicable~~ to purchase, the ~~Existing~~two ~~Term~~office ~~Loan~~buildings ~~Facility~~currently leased and ~~the~~occupied ~~Existing~~by ~~Revolving~~the ~~Credit~~Company ~~Facility~~for ~~and~~a ~~(iii)~~cash apurchase ~~new~~price of $~~150~~12.005 million. ~~secured~~These ~~delayed~~buildings ~~draw~~serve ~~term~~as ~~loan~~the ~~facility~~basis (for the ~~“New~~Company’s On-X ~~Delayed~~manufacturing ~~Draw~~operation. ~~Term~~The ~~Loan~~purchase ~~Facility”~~includes ~~and~~the underlying land, ~~together~~along with ~~the~~certain ~~Existing~~appliances ~~Term~~and ~~Loan~~equipment ~~Facility~~located thereon (collectively, the “~~Term~~1300 ~~Loan Facilities~~Property”). The buildings comprise approximately 75,000 square feet of combined manufacturing, administrative, laboratory, warehouse, and office space located in Austin, Texas.

~~There~~The ~~are~~second noagreement ~~scheduled~~is ~~repayments~~between ofthe ~~principal~~Company ~~required~~and toSentinel beAustin ~~made~~I, ~~prior~~LLC to (the ~~final~~“1200 ~~maturity~~Seller”), ~~date~~a ~~under~~Delaware limited liability company (the ~~Credit~~“1200 Purchase Agreement”). ~~Artivion~~Pursuant ~~has~~to the ~~right~~1200 toPurchase ~~prepay~~Agreement, ~~loans~~the ~~under~~1200 Seller agreed to sell, and the ~~Credit~~Company ~~Agreement~~agreed into ~~whole~~purchase, ora inbuilding ~~part~~comprising atapproximately ~~any~~87,000 ~~time~~square feet, ~~provided~~together ~~that~~with ~~any~~the ~~prepayment~~underlying ofland ~~loans~~and ~~under~~certain ~~the~~appliances ~~Term~~and ~~Loan~~equipment ~~Facilities~~located thereon (orcollectively, ~~loans~~the ~~under~~“1200 ~~the~~Property”), ~~Revolving~~for ~~Credit~~a ~~Facility~~cash topurchase ~~the~~price ~~extent~~of ~~reducing~~$8.45 ~~the~~million. The ~~balance~~1200 ofProperty ~~outstanding~~is ~~loans~~immediately ~~below~~adjacent ~~$30~~to the 1300 Property in Austin,~~000,000)~~ Texas and will beallow ~~subject~~the Company to aexpand ~~prepayment~~its ~~premium~~footprint ofin ~~1.00%~~the ifAustin ~~the~~area ~~prepayment~~as ~~occurs~~its ~~prior~~capacity needs continue to ~~July~~rise ~~18,~~in ~~2027~~the coming years.

OnEach ~~and~~agreement ~~after~~includes ~~the~~a ~~Second~~feasibility ~~Amendment~~period ~~Effective~~during ~~Date,~~which ~~(i) loans under~~ the ~~Term~~Company ~~Loan~~has ~~Facilities~~a ~~bear~~right ~~interest,~~to atconduct ~~Artivion’s~~an ~~option,~~investigation atand ainspection ~~floating~~of ~~annual~~the ~~rate~~property ~~equal~~and tocertain ~~either~~related ~~the~~documents ~~base~~and ~~rate~~records. ~~plus~~The aCompany ~~margin~~may ofdecide, ~~3.75%~~in orits ~~the~~sole ~~Secured~~discretion, ~~Overnight~~not ~~Financing~~to ~~Rate~~proceed ~~(“SOFR”)~~with ~~plus~~the apurchase ~~margin~~ of ~~4.75%~~either ~~and~~or ~~(ii)~~both ~~loans~~properties ~~under~~during the ~~Revolving~~respective ~~Credit~~feasibility ~~Facility~~periods. ~~bear~~The ~~interest,~~feasibility atperiod ~~Artivion’s~~under ~~option,~~the at1300 aPurchase ~~floating~~Agreement ~~annual~~is ~~rate~~45 ~~equal~~days toand ~~either~~under the ~~base~~1200 ~~rate~~Purchase ~~plus~~Agreement ais ~~margin~~100 ~~of 2~~days.~~50% or SOFR plus a margin of 3.50%.~~

~~Subject~~The toclosings ~~the satisfaction~~ of athe ~~specified~~transactions ~~maximum~~contemplated ~~total~~by ~~net leverage ratio and other customary conditions, Artivion may borrow under~~ the ~~New~~agreements ~~Delayed~~are ~~Draw~~expected ~~Term Loan Facility at any time and from time~~ to ~~time~~occur on or ~~prior~~before to30 ~~September~~days ~~12,~~after ~~2027.~~the ~~The~~expiration ~~proceeds~~ of ~~borrowings~~each ~~under~~respective ~~the~~feasibility ~~Delayed~~period. ~~Draw~~Each ~~Term~~agreement ~~Loan~~contains ~~Facility~~customary ~~may~~representations ~~be used to fund permitted acquisitions (including any earnouts~~ and ~~other similar payments in connection therewith)~~warranties, ~~other investments permitted by the Credit Agreement~~ and ~~capital expenditures, among other things. Loans borrowed under~~ the ~~New~~closing ~~Delayed~~of ~~Draw~~each ~~Term~~transaction ~~Loan~~is ~~Facility~~subject ~~will~~to ~~have~~customary ~~the same terms and interest rate margins as the loans under the Existing Term Loan Facility~~conditions.

~~The description of the Credit Agreement contained herein is qualified in its entirety by reference to the text of the Amendment, which is attached hereto as Exhibit 10~~Item 9.101 Financial Statements and ~~is incorporated herein by reference.~~Exhibits

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number			~~Exhibit~~ Description
10.1			~~Second~~Real ~~Amendment~~Estate toPurchase ~~Credit~~ and ~~Guaranty~~Sale ~~Agreement~~Contract, dated as of September 1226, 2025, by and among Artivion, Inc., as the ~~borrower,~~purchaser ~~On-X~~and ~~Life~~1300 ~~Technologies~~East ~~Holdings,~~Anderson ~~Inc.~~Lane, ~~On-X Life Technologies, Inc~~Ltd. ~~and Ascyrus Medical~~, ~~LLC,~~ as ~~subsidiary guarantors,~~ the ~~lenders from time to time party thereto and Ares Capital Corporation, as administrative agent~~seller.
10.2			Real Estate Purchase and Sale Contract, dated as of September 26, 2025, by and among Artivion, Inc., as the purchaser and Sentinel Austin I, LLC, as the seller.
104			Inline XBRL for the cover page of this Current Report on Form 8-K.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Artivion, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 1529, 2025

ARTIVION, INC. By: /s/ Lance A. Berry Name: Lance A. Berry Title: Executive Vice President, Chief Operating Officer, Chief Financial Officer, and Treasurer

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