Groowe Groowe BETA / Newsroom
⏱ News is delayed by 15 minutes. Sign in for real-time access. Sign in

Form 8-K

sec.gov

8-K — TELEFLEX INC

Accession: 0001193125-26-249764

Filed: 2026-06-01

Period: 2026-06-01

CIK: 0000096943

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d126202d8k.htm (Primary)

EX-99.1 (d126202dex991.htm)

EX-99.2 (d126202dex992.htm)

GRAPHIC (g126202g0527085212990.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d126202d8k.htm · Sequence: 1

8-K

TELEFLEX INC false 0000096943 0000096943 2026-06-01 2026-06-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2026

Teleflex Incorporated

(Exact Name of Registrant as Specified in Charter)

Delaware

1-5353

23-1147939

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

550 E. Swedesford Rd, Suite 400

Wayne, PA

19087

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (610) 255-6800

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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, par value $1.00 per share

TFX

New York Stock Exchange

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:

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))

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 7.01.

Regulation FD Disclosure.

In connection with the proposed offering of Notes described in Item 8.01 below, Teleflex Incorporated (the “Company”) is providing potential investors with a preliminary offering memorandum, dated June 1, 2026 (the “Preliminary Offering Memorandum”). The Preliminary Offering Memorandum contains certain financial information not previously publicly disclosed by the Company, including unaudited Adjusted EBITDA and unaudited Adjusted proforma EBITDA and capitalization metrics. The financial information is provided for illustrative and informational purposes only and does not purport to represent what the Company’s actual consolidated results of operations, financial position or capitalization would have been had the applicable transactions and adjustments occurred on the dates assumed, nor is it necessarily indicative of future results of operations, financial position or capitalization for any future period or as of any future date. Actual results may differ significantly from those reflected. This information is included in Exhibit 99.2 attached to this Current Report on Form 8-K , and incorporated herein by reference to be furnished as part of this Regulation FD Disclosure under Item 7.01.

Item 8.01.

Other Events.

On June 1, 2026, the Company announced that it intends to offer $500.0 million aggregate principal amount of Senior Notes due 2032 (the “Notes”). The Company intends to use the net proceeds from the offering, together with cash on hand, to redeem all of its outstanding 4.625% Senior Notes due 2027 (the “2027 Notes”). A copy of the press release announcing the offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The offering of the Notes will be made in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in the United States only to investors who are reasonably believed to be “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act, or to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This Current Report on Form 8-K is not an offer to purchase or a solicitation of an offer to purchase, nor does it constitute a notice of redemption with respect to, the 2027 Notes.

Forward-Looking Statements

This report may contain statements concerning our expectations, beliefs, plans, objectives, goals, strategies, and future events or performance, including, but not limited to, the statements about the proposed offering of the Notes, our intention to issue the Notes, the expected use of proceeds, the Biotronik VI acquisition and the Strategic Divestitures. Such statements are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and relate to trends and events that may affect our future financial position and operating results. The terms such as “will,” “may,” “could,” “would,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “project,” “target,” and similar words or expressions, as well as statements in future tense, are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and may differ materially from those expressed in or suggested by the forward-looking statements. These risks and uncertainties related to the Company include factors detailed in the reports the Company files with the Securities and Exchange Commission, including those described under “Risk Factors” in its most recent Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. It is not possible to foresee or identify all such factors and we make no commitment to update any forward-looking statement or to disclose any facts, events or circumstances after the date hereof that may affect the accuracy of any forward-looking statement.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press release, dated June 1, 2026.

99.2

Excerpts from Preliminary Offering Memorandum

104

Cover Page Interactive Data File (embed within Inline XBRL document)

SIGNATURES

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

Date: June 1, 2026

TELEFLEX INCORPORATED

By:

/s/ Daniel V. Logue

Name:

Daniel V. Logue

Title:

Corporate Vice President, General Counsel and Secretary

EX-99.1

EX-99.1

Filename: d126202dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Contact:

Lawrence Keusch

Vice President, Investor Relations and Strategy Development

610-948-2836

FOR IMMEDIATE RELEASE

TELEFLEX INCORPORATED ANNOUNCES PRIVATE OFFERING OF $500 MILLION OF SENIOR NOTES DUE 2032

WAYNE, Pa. — June 1, 2026 – Teleflex Incorporated (NYSE: TFX) (“Teleflex”) announced today the commencement of a private

offering of $500.0 million aggregate principal amount of senior notes due 2032 (the “Notes”), subject to market and other conditions. The interest rate and other terms of the Notes will be determined at pricing.

The Notes will be guaranteed by each of Teleflex’s existing and future wholly-owned domestic subsidiaries that is a guarantor or other obligor under its

credit agreement and certain other indebtedness.

Teleflex intends to use the net proceeds from the offering, together with cash on hand, to redeem all of

its outstanding 4.625% Senior Notes due 2027 (the “2027 Notes”).

The offering of the Notes will be made in a private transaction in reliance

upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in the United States only to investors who are reasonably believed to be “qualified institutional buyers,”

as that term is defined in Rule 144A under the Securities Act, or to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The Notes and the

related guarantees have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from

registration requirements.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be

any sale of the Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release is not an offer to purchase or a

solicitation of an offer to sell with respect to the 2027 Notes.

ABOUT TELEFLEX INCORPORATED

Teleflex is a global provider of medical technologies designed to improve the health and quality of people’s lives. Teleflex is the home of Arrow®, Barrigel®, Deknatel®,

LMA®, Pilling®, QuikClot®,

Rusch®, UroLift®, and Weck®—trusted brands united by a common sense of

purpose.

CAUTION CONCERNING FORWARD-LOOKING INFORMATION

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements. Forward-looking statements in

this press release include, but are not limited to, statements about the terms of and completion of the offering of the Notes, the anticipated use of the net proceeds from the offering and the redemption of the outstanding 2027 Notes. Any

forward-looking statements contained herein are based on our management’s current beliefs and expectations, but are subject to a number of risks, uncertainties and changes in circumstances, which may cause actual results or company actions to

differ materially from what is expressed or implied by these statements. These risks and uncertainties are identified and described in more detail in our filings with the Securities and Exchange Commission (“SEC”), including our Annual

Report on Form 10-K filed with the SEC on February 27, 2026 and our Quarterly Report on Form 10-Q filed with the SEC on May 7, 2026, which can be obtained on

the SEC’s website at http://www.sec.gov. We undertake no obligation to publicly update or revise any forward-looking statements, except as otherwise specifically stated by us or as required by law or regulation.

EX-99.2

EX-99.2

Filename: d126202dex992.htm · Sequence: 3

EX-99.2

Exhibit 99.2

The following information was included in the preliminary offering memorandum.

Adjusted EBITDA and Adjusted Proforma EBITDA

The following information is provided for illustrative purposes and does not purport to represent what the actual consolidated results of

operations of Teleflex Incorporated (the “Company”) would have been had the respective transactions and adjustments occurred on the date assumed or any other date, nor is it necessarily indicative of the Company’s future results of

operations for any future period or as of any future date. Actual results may differ significantly from those reflected.

Adjusted EBITDA

represents net income before interest expense, provision for income taxes, depreciation and amortization, as further adjusted to exclude unusual items and other adjustments (including the pro forma effect of certain acquisitions) that are required

or permitted in determining our ability to engage in certain activities, such as incurring additional debt and incurring liens and engaging in certain sale and lease back transactions under the indenture that governs the 4.25% Senior Notes due 2028

and the indenture that will govern the notes offered hereby. Adjusted Proforma EBITDA represents Adjusted EBITDA with certain adjustments for the Biotronik VI acquisition and transition services in connection with the Strategic Divestitures. The

amounts presented for Adjusted EBITDA and Adjusted Proforma EBITDA are calculated under the definition of Consolidated EBITDA that will govern the notes offered hereby. The amounts presented for Adjusted EBITDA and Adjusted Proforma EBITDA differ

from the amounts calculated under the definition of Consolidated EBITDA used in our credit agreement dated May 26, 2026 among the Company, as borrower, the various loan parties, as guarantors, JPMorgan Chase Bank, N.A. as administrative agent

and lender, and the various lender parties party thereto (the “Credit Agreement”) as a result of differences in certain adjustments.

We believe that the presentation of Adjusted EBITDA and Adjusted Proforma EBITDA is appropriate to provide additional information to investors

about certain non-cash items, unusual items that we do not expect to continue at the same level in the future, or other items that we do not believe to be reflective of our ongoing operating performance.

Adjusted EBITDA and Adjusted Proforma EBITDA are not measurements of operating performance computed in accordance with accounting principles

generally accepted in the United States (“GAAP”) and should not be considered a substitute for income from continuing operations, net income or cash flows from operating activities of continuing operations computed in accordance with

GAAP. Adjusted EBITDA and Adjusted Proforma EBITDA have limitations as an analytical tool. Some of the limitations are:

Adjusted EBITDA and Adjusted Proforma EBITDA do not reflect our cash expenditures, or future requirements for

capital expenditures or contractual commitments;

Adjusted EBITDA and Adjusted Proforma EBITDA do not reflect changes in, or cash requirements for, our working

capital needs;

Adjusted EBITDA and Adjusted Proforma EBITDA do not reflect the significant interest expense or the cash

requirements necessary to service interest or principal payments on our debt;

although depreciation and amortization are non-cash charges, the assets

being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA and Adjusted Proforma EBITDA do not reflect any cash requirements for such replacements; and

other companies in our industry may calculate Adjusted EBITDA and Adjusted Proforma EBITDA differently than we

do, limiting its usefulness as a comparative measure.

Because of these limitations, Adjusted EBITDA and Adjusted

Proforma EBITDA should not be considered measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA and Adjusted

Proforma EBITDA only supplementally. We further believe that our presentation of these GAAP and non-GAAP financial measurements provide information that is useful to investors because they are important

indicators of the strength of our operations and the performance of our core business.

A reconciliation of net income (loss) to Adjusted EBITDA and Adjusted Proforma EBITDA is

provided below:

Years ended December 31,

Three months ended

Twelve months

ended

(dollars in thousands)

2025

2024

2023

March 31,

2026

March 30,

2025

March 31,

2026

Net (loss) income

$

(905,640

)

$

69,675

$

356,328

$

(8,154

)

$

95,002

$

(1,008,796

)

(Loss) income from discontinued operations, net of tax

(964,170

)

12,484

212,811

(3,316

)

42,668

(1,010,154

)

Income (loss) from continuing operations

58,530

57,191

143,517

(4,838

)

52,334

1,358

(Benefit) taxes on income (loss) from continuing operations

(33,977

)

(30,901

)

41,873

1,011

6,417

(39,383

)

Interest expense

100,223

83,513

85,014

25,718

18,537

107,404

Depreciation and amortization

177,738

161,534

148,105

53,743

38,620

192,861

Restructuring, restructuring-related charges and asset impairments(a)

170,661

31,958

18,811

34,955

7,962

197,654

Non-cash stock based compensation

25,695

25,960

27,301

6,742

6,630

25,807

Pension termination settlement

charge(b)

139,626

45,483

Acquisition costs and adjustments(c)

102,591

18,028

(26,422

)

6,086

2,536

106,141

Foreign currency (gains) losses

(68,490

)

(2,115

)

6,737

(1,420

)

(15,397

)

(54,513

)

Other non-recurring items

(2,120

)

(10,440

)

(15,447

)

(929

)

(2,358

)

(691

)

Adjusted EBITDA

$

530,851

$

474,354

$

474,972

$

121,068

$

115,281

$

536,638

Proforma EBITDA adjustment for Biotronik VI acquisition(d)

28,841

16,496

12,345

Proforma EBITDA adjustment for OEM Transition Services(e)

14,204

14,204

14,204

3,551

3,551

14,204

Proforma EBITDA adjustment for Acute Care/IU Transition Services(e)

76,795

76,795

76,795

19,199

19,199

76,795

Total Adjusted Proforma EBITDA

$

650,691

$

565,353

$

565,971

$

143,818

$

154,527

$

639,982

(a)

Includes employee termination benefits, facility closure and other exit costs, contract termination costs and

other costs including accelerated depreciation, project management and other regulatory costs directly related to the restructuring plans, as well as asset impairments and acquisition integration costs.

(b)

These adjustments represent charges associated with the planned termination of the Teleflex incorporated

retirement income plan, a frozen United States defined benefit pension plan, and related direct incremental expenses including certain charges stemming from the liquidation of surplus plan assets.

(c)

Includes third party costs related to acquisitions, expense/benefit resulting from the revaluation of

acquisition-related contingent consideration obligations and the amortization of the step-up in the carrying value of acquired inventory to estimated fair value at the acquisition date.

(d)

Adjustment gives effect to our acquisition of the Biotronik VI business as if it had occurred on the first day

of the respective financial periods for which the adjustment was made. The pro forma information is presented for informational purposes only and is not necessarily indicative of the historical results that would have occurred under our ownership

and management, nor the results that may be obtained in the future. For further information on the Biotronik VI acquisition see Note 4 to our annual consolidated financial statements.

(e)

These adjustments give effect to transition services agreements and other arrangements related to the

previously announced strategic divestitures (the “Strategic Divestitures”) as if they had commenced on the first day of each of the periods presented. The transition services agreements and other arrangements provide the framework under

which certain commercial, manufacturing and administrative activities will be provided between the parties in connection with the transition of the businesses to the respective buyers following the closing date of the transactions. The estimates

were calculated at a point in time based on the most recent available information. Although the material terms of these agreements have been substantially determined, they remain subject to finalization and execution. We expect to execute these

agreements at the close of each transaction. These estimates were calculated at a point in time and are shown in all periods presented for comparative purposes. The estimates may not be indicative of the actual amounts that would have been

recognized in each of the periods presented. For quarterly periods, the adjustments reflect annual estimates divided by four.

The

presentation of Adjusted EBITDA and Adjusted Proforma EBITDA above is shown on a continuing operations basis. As a supplement to this information, Adjusted EBITDA and Adjusted Pro Forma EBITDA for the year ended December 31, 2025, as shown

below, is presented on a consolidated, total company basis, including the results of the discontinued operations that we expect to divest as part of the Strategic Divestitures. Accordingly, the adjustments related to the OEM and Acute Care/IU

Transition Services are not included in the Adjusted Proforma EBITDA shown below as we only expect to recognize these amounts in connections with the Strategic Divestitures. Adjusted EBITDA and Adjusted Pro Forma EBITDA on a consolidated, total

company basis for the year ended December 31, 2025, are being presented solely as supplemental historical information. There can be no assurances that the information would be similar for any other period, if the Strategic Divestitures do not

occur. Because of these limitations, you should carefully consider this presentation of Adjusted EBITDA and Adjusted Proforma EBITDA on a consolidated, total company basis for the year ended December 31, 2025, as shown below, only in light of

our financial and other disclosures on a continuing operations basis.

Year ended

December 31,

(dollars in thousands)

2025

Net loss

$

(905,640

)

(Loss) Income from discontinued operations, net of tax

(383

)

Loss from continuing operations

(905,257

)

Tax benefit from continuing operations

(166,871

)

Interest expense

100,248

Depreciation and amortization

292,554

Restructuring, restructuring-related charges and asset impairments(a)

1,456,716

Non-cash stock based compensation

30,891

Acquisition costs and adjustments(b)

105,272

Separation costs (c)

72,058

Foreign currency (gains) losses

(72,248

)

Other non-recurring items

(7,137

)

Adjusted EBITDA

$

906,226

Proforma EBITDA adjustment for Biotronik VI acquisition(d)

28,841

Total Adjusted Proforma EBITDA

$

935,067

(a)

Includes employee termination benefits, facility closure and other exit costs, contract termination costs and

other costs including accelerated depreciation, project management and other regulatory costs directly related to the restructuring plans, as well as asset impairments and acquisition integration costs.

(b)

Includes third party costs related to acquisitions, expense/benefit resulting from the revaluation of

acquisition-related contingent consideration obligations and the amortization of the step-up in the carrying value of acquired inventory to estimated fair value at the acquisition date.

(c)

These are expenses related to the Strategic Divestitures, including activities to prepare the businesses for

divestiture and maintain continuity through the separation process.

(d)

Adjustment gives effect to our acquisition of the Biotronik VI business as if it had occurred on the first day

of the respective financial periods for which the adjustment was made. The pro forma information is presented for informational purposes only and is not necessarily indicative of the historical results that would have occurred under our ownership

and management, nor the results that may be obtained in the future. For further information on the Biotronik VI acquisition see Note 4 to our annual consolidated financial statements.

Free Cash Flow

Free Cash Flow is calculated by

subtracting capital expenditures from cash provided by operating activities from continuing operations. Free Cash Flow is a non-GAAP financial measure. This financial measure is used in addition to and in

conjunction with results presented in accordance with GAAP, and should not be considered a substitute for net cash provided by operating activities from continuing operations, the most comparable GAAP financial measure. Management believes that Free

Cash Flow is a useful measure to investors because it facilitates an assessment of funds available to satisfy current and future obligations, pay dividends and fund acquisitions. We also use this financial measure for internal managerial purposes

and to evaluate period-to-period comparisons. Free Cash Flow is not a measure of cash available for discretionary expenditures since we have certain non-discretionary obligations, such as debt service, that are not deducted from the measure. We strongly encourage investors to review our financial statements and publicly-filed reports in their entirety and not to

rely on any single financial measure. The following is a reconciliation of Free Cash Flow to the most comparable GAAP measure.

Years ended December 31,

Three months ended

Twelve months

ended

(dollars in thousands)

2025

2024

2023

March 31,

2026

March 30,

2025

March 31,

2026

Net cash provided by operating activities from continuing operations

$

96,682

$

301,882

$

206,138

$

46,662

$

27,724

$

115,620

Less: Capital expenditures

95,236

90,437

46,421

18,791

24,132

89,895

Free Cash Flow

$

1,446

$

211,445

$

159,717

$

27,871

$

3,592

$

25,725

Capitalization

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2026:

on an actual basis;

on an adjusted basis after giving effect to the notes offering and our credit facilities refinancing (the

“Financing Transactions”); and

on an as further adjusted for the Strategic Divestitures and the use of proceeds therefrom.

This table should be read in conjunction with the information set forth under our consolidated financial statements and

the notes thereto.

As of March 31, 2026

(Dollars in thousands)

Actual

As adjusted

As further

adjusted(4)

(Unaudited)

(Unaudited)

Cash and cash equivalents(1)

$

309,411

$

293,342

$

293,342

Current borrowings:

Securitization Facility

$

75,000

$

75,000

$

75,000

Current portion of Term Loan Facility due 2027

28,125

Current portion of Term Loan Facility due 2031

9,375

9,375

Total current borrowings

$

103,125

$

84,375

$

84,375

Long-term borrowings:

Revolving Credit Facility due

2027(2)

$

406,000

Revolving Credit Facility due

2031(2)(3)

550,000

250,000

Term Loan A due 2027(2)

415,625

Term Loan A-1 due 2031(2)

490,625

490,625

Delayed Draw Term Loan A due

2027(2).

700,000

Term Loan A-2 due 2028(2).

700,000

4.625% Senior Notes due 2027(2)

500,000

4.25% Senior Notes due 2028(2).

500,000

500,000

500,000

% Senior Notes due January 2032 offered hereby.

500,000

500,000

Total long-term borrowings(4)

$

2,521,625

$

2,740,625

$

1,740,625

Total indebtedness

$

2,624,750

$

2,825,000

$

1,825,000

Total shareholders’

equity(2)(5)

$

3,084,436

$

2,884,436

$

2,084,436

Total capitalization(5)

$

5,709,186

$

5,709,436

$

3,909,436

(1)

As adjusted and as further adjusted presented with adjustments to reflect the payment of certain fees and

expenses in connection with the consummation of the Financing Transactions, including $6.8 million of fees and expenses in connection with entering into the Credit Agreement.

(2)

On May 15, 2026, we borrowed $100.0 million under our prior revolving credit facility due 2027 (the

“Prior Revolving Credit Facility”). Following this borrowing, we had $506.0 million in borrowings outstanding under our Prior Revolving Credit Facility. On May 26, 2026, in connection with our credit facilities refinancing, we

borrowed an additional $100.3 million under our Credit Agreement. We intend to use the proceeds from each of these borrowings to fund share repurchases under our previously announced $1.0 billion share repurchase program (the “Share

Repurchase Transactions”). We can give no assurances that we will repurchase the full $1.0 billion amount under the share repurchase program. In connection with the Financing Transactions, all outstanding borrowings and loans under the

prior credit agreement were repaid in full, including balances under our Prior Revolving Credit Facility, our Term Loan A due 2027 and our Delayed Draw Term Loan A due 2027, and we entered into the Credit Agreement, borrowing $550.0 million

under our Revolving Credit Facility (inclusive of the May 26, 2026, borrowings noted above), borrowing $500.0 million under the Term Loan A-1 facility due 2031 and $700.0 million under the new

Term Loan A-2 facility due 2028. The current portion of the Term Loan A-1 borrowing is $9.4 million based on the repayment schedule per our Credit Agreement. As further adjusted reflects the use of

$700.0 million of the net proceeds from the Strategic Divestitures to pay down the Term Loan A-2 facility due 2028, and $300.0 million to pay down borrowings under the Revolving Credit Facility. We

can give no assurances that the Strategic Divestitures will be consummated, that the Strategic Divestitures will be consummated on the timeframe contemplated; that the amount of proceeds realized upon the Strategic Divestitures will be in the

amounts contemplated; or that the use of proceeds of the Strategic Divestitures will be as disclosed herein.

(3)

As of March 31, 2026, on an as adjusted basis after giving effect to the Financing Transactions, we would

have had additional borrowing capacity under our Revolving Credit Facility, after taking into account the limitations under the covenants thereunder, of $444.9 million, or as further adjusted to give effect to the Strategic Divestitures and the

use of proceeds therefrom, of $744.9 million.

(4)

Actual, as adjusted, and as further adjusted presented as principal amount outstanding, excluding unamortized

debt issuance costs. We expect to amortize certain debt issuance costs incurred in connection with the Financing Transactions, which are not reflected in the presentation of as adjusted and as further adjusted figures above.

(5)

As adjusted reflects a reduction of shareholders’ equity of $200.0 million as a result of the Share

Repurchase Transactions. As further adjusted total shareholders’ equity and total capitalization reflect a further reduction in shareholders’ equity and total capitalization related to the Strategic Divestitures and the planned use of a

portion of the net proceeds thereof for $800.0 million of share repurchases under the previously announced $1.0 billion share repurchase program. As further adjusted total shareholders’ equity and total capitalization does not

reflect the anticipated gain that we expect to recognize as an increase in total shareholders’ equity upon completion of the OEM component of the Strategic Divestitures. We can give no assurances that the Strategic Divestitures will be

consummated on the timeframe contemplated; that the amount of proceeds realized upon the Strategic Divestitures will be in the amounts contemplated; or that the use of proceeds of the Strategic Divestitures will be as disclosed herein.

GRAPHIC

GRAPHIC

Filename: g126202g0527085212990.jpg · Sequence: 7

Binary file (3871 bytes)

Download g126202g0527085212990.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 9

v3.26.1

Document and Entity Information

Jun. 01, 2026

Cover [Abstract]

Entity Registrant Name

TELEFLEX INC

Amendment Flag

false

Entity Central Index Key

0000096943

Document Type

8-K

Document Period End Date

Jun. 01, 2026

Entity Incorporation State Country Code

DE

Entity File Number

1-5353

Entity Tax Identification Number

23-1147939

Entity Address, Address Line One

550 E. Swedesford Rd

Entity Address, Address Line Two

Suite 400

Entity Address, City or Town

Wayne

Entity Address, State or Province

PA

Entity Address, Postal Zip Code

19087

City Area Code

(610)

Local Phone Number

255-6800

Security 12b Title

Common Stock, par value $1.00 per share

Trading Symbol

TFX

Security Exchange Name

NYSE

Written Communications

false

Soliciting Material

false

Pre Commencement Tender Offer

false

Pre Commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

X

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

na

Period Type:

duration

X

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration