Form 8-K/A

8-K/A — TELEFLEX INC

Accession: 0000096943-26-000087

Filed: 2026-08-05

Period: 2026-08-03

CIK: 0000096943

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Financial Statements and Exhibits

Documents

8-K/A — tfx-20260803.htm (Primary)

EX-99.1 (ex991to8-5x2026reoemprofor.htm)

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8-K/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) August 3, 2026

TELEFLEX INCORPORATED

(Exact name of Registrant as Specified in Its Charter)

Delaware 1-5353 23-1147939

(State or Other Jurisdiction

of Incorporation or Organization)

(Commission File Number)

(IRS 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) 225-6800

Not applicable

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

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. ☐

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 per share TFX New York Stock Exchange

Explanatory Note

On August 3, 2026, Teleflex Incorporated (the "Company") filed a Current Report on Form 8-K (the “Original Filing”) reporting that on August 3, 2026 the Company had completed its previously announced sale of its Original Equipment Manufacturing and Development Services business to Lotus US Bidco Inc., a Delaware corporation (the “OEM Purchaser”), pursuant to the Equity Purchase Agreement, dated December 9, 2025, by and between the Company and the OEM Purchaser (the “OEM Transaction”).

In the Original Filing, the Company stated that unaudited pro forma financial information required to be filed under Item 9.01(b) of Form 8-K would be filed by amendment no later than four business days after the closing date of the OEM Transaction. Accordingly, this Amendment No. 1 to Current Report on Form 8-K/A amends Item 9.01(b) of the Original Filing solely to include the pro forma financial information required to be filed under Item 9.01(b) of Form 8-K, which is filed as an exhibit hereto and is incorporated herein by reference. Such information should be read in conjunction with the Original Filing. Except as provided herein, the disclosures included in the Original Filing are unchanged.

Item 9.01 Financial Statements and Exhibits.

(b) Pro forma financial information

Filed herewith as Exhibit 99.1 and incorporated herein by reference are the unaudited pro forma consolidated balance sheet as of March 31, 2026 and the unaudited pro forma consolidated statements of income (loss) of the Company for the three months ended March 31, 2026 and for the year ended December 31, 2025, each giving effect to the OEM Transaction.

(d) Exhibits

Exhibit No. Description

99.1

Unaudited Pro Forma Consolidated Financial Information

104 Cover Page Interactive Data File (embedded within the 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: August 5, 2026

TELEFLEX INCORPORATED

By: /s/ John R. Deren

Name: John R. Deren

Title: Executive Vice President and Chief Financial Officer

EX-99.1

Filename: ex991to8-5x2026reoemprofor.htm · Sequence: 2

Document

Exhibit 99.1

TELEFLEX INCORPORATED

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

(Unaudited)

Overview

Teleflex Incorporated (referred to herein as the “Company” and “Teleflex") is a global provider of medical technology products focused on enhancing clinical benefits, improving patient and provider safety and reducing total procedural costs. The Company primarily designs, develops, manufactures and supplies single-use medical devices used by hospitals and healthcare providers for common diagnostic and therapeutic procedures in critical care and surgical applications. Teleflex markets and sells products to hospitals and healthcare providers worldwide through a combination of its direct sales force and distributors.

In February 2025, Teleflex announced its intention to undertake a strategic transformation of the organization. In accordance with this strategy, on December 9, 2025, Teleflex announced that it had entered into definitive agreements to sell the Company’s Acute Care and Interventional Urology (also referred to as "IU") businesses to Intersurgical® Limited and the Company’s OEM (Original Equipment Manufacturer and Development Services) business to Montagu Private Equity LLP and Kohlberg & Company L.L.C (collectively referred to as the "Strategic Divestitures"). The Strategic Divestitures are presented as discontinued operations and held for sale in the Company’s reported financial statements.

On August 3, 2026, the Company completed the sale of the OEM business (the “OEM business divestiture”) in connection with the Strategic Divestitures, pursuant to which Teleflex received net cash proceeds of $1.5 billion (approximately $1.2 billion after-tax). The net cash proceeds are further subject to customary post-closing purchase price adjustments.

The following unaudited pro forma condensed consolidated balance sheet as of March 31, 2026 is presented as if the OEM business divestiture had occurred as of March 31, 2026. The following unaudited pro forma condensed consolidated statements of income (loss) of Teleflex for the three months ended March 31, 2026 and for the year ended December 31, 2025 are presented as if the OEM business divestiture occurred as of January 1, 2025 and give effect to the elimination of the net assets and historical financial results of the OEM business due to the divestiture. These adjustments also reflect the impact of certain ancillary agreements intended to govern ongoing activities between Teleflex and the buyer entered into at the time of the OEM business divestiture, which will have a continuing impact on results, as described in the notes to the unaudited proforma condensed consolidated financial information. The unaudited pro forma condensed consolidated financial information does not reflect the realization of any expected cost savings, synergies or dis-synergies as a result of the Strategic Divestitures.

The unaudited pro forma condensed consolidated financial information and related notes were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed consolidated financial information reflects pro forma adjustments applied to the Company’s historical financial results as reported under generally accepted accounting principles in the United States (“GAAP”) to present the impacts of the OEM business divestiture and other pro forma adjustments described below as if they had been effective as of the dates indicated.

The unaudited pro forma condensed consolidated financial information is presented for informational purposes only and is not necessarily indicative of what the Company's consolidated financial position or results of operations actually would have been had the sale been completed at the dates presented. The adjustments reflected herein are based on currently available information and include certain assumptions that are subject to change and certain estimates that may not be realized. In addition, the information presented herein does not claim to project the future financial position or operating results of the Company and may not be useful in predicting the future financial position or operating results of the Company. The actual financial position and operating results may differ materially from the information presented.

The unaudited pro forma condensed consolidated financial statements presented herein do not include any adjustments for the sale of the Acute Care and IU businesses, as that transaction has not been completed as of the date hereof and is subject to customary regulatory approvals and other closing conditions.

The unaudited pro forma condensed consolidated financial information should be read in conjunction with:

(i) the Company’s unaudited interim condensed consolidated financial statements, the accompanying notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed with the Securities and Exchange Commission (the “SEC”) on May 7, 2026; and

TELEFLEX INCORPORATED

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

(Unaudited)

(ii) the Company’s audited consolidated financial statements, the accompanying notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026 (the “2025 Form 10-K”).

TELEFLEX INCORPORATED

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

(Unaudited)

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)

As of March 31, 2026

As reported (a)

Disposal Pro Forma Adjustments

Other Pro Forma Adjustments

Teleflex Pro Forma

(Dollars and shares in thousands)

ASSETS

Current assets

Cash and cash equivalents $ 309,411 $ — $ 544,873 (c),(d) $ 854,284

Accounts receivable, net 365,526 — — 365,526

Inventories 380,861 — — 380,861

Prepaid expenses and other current assets 149,808 — — 149,808

Prepaid taxes 16,793 — — 16,793

Current assets of discontinued operations 637,271 (154,730) (b) — 482,541

Total current assets 1,859,670 (154,730) 544,873 2,249,813

Property, plant and equipment, net 476,955 476,955

Operating lease assets 84,912 — — 84,912

Goodwill 2,297,447 — — 2,297,447

Intangible assets, net 1,485,885 — — 1,485,885

Deferred tax assets 12,206 — — 12,206

Other assets 113,557 — — 113,557

Non-current assets of discontinued operations 452,370 (334,561) (b) — 117,809

Total assets $ 6,783,002 $ (489,291) $ 544,873 $ 6,838,584

LIABILITIES AND EQUITY

Current liabilities

Current borrowings $ 103,125 $ — $ — $ 103,125

Accounts payable 143,627 — — 143,627

Accrued expenses 118,423 — — 118,423

Payroll and benefit-related liabilities 103,345 — — 103,345

Accrued interest 16,478 — — 16,478

Income taxes payable 11,824 — — 11,824

Other current liabilities 103,929 — — 103,929

Current liabilities of discontinued operations 127,298 (22,269) (b) — 105,029

Total current liabilities 728,049 (22,269) — 705,780

Long-term borrowings 2,514,268 — (700,000) (d) 1,814,268

Deferred tax liabilities 169,429 — 75,141 (i) 244,570

Noncurrent liability for uncertain tax positions 3,831 — — 3,831

Noncurrent operating lease liabilities 68,320 — — 68,320

Other liabilities 162,507 — — 162,507

Non-current liabilities of discontinued operations 52,162 (38,354) (b) — 13,808

Total liabilities 3,698,566 (60,623) (624,859) 3,013,084

Commitments and contingencies

Total shareholders' equity 3,084,436 (428,668) (b) 1,169,732 (c),(d),(i) 3,825,500

Total liabilities and shareholders' equity $ 6,783,002 $ (489,291) $ 544,873 $ 6,838,584

The accompanying notes are an integral part of the unaudited pro forma condensed consolidated financial information.

TELEFLEX INCORPORATED

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

(Unaudited)

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)

(Unaudited)

Three Months Ended March 31, 2026

As reported (a) Disposal Pro Forma Adjustments Other Pro Forma Adjustments Teleflex Pro Forma

(Dollars and shares in thousands, except per share)

Net revenues $ 548,262 $ — $ — $ 548,262

Cost of goods sold 240,836 593 (f) — 241,429

Gross profit 307,426 (593) — 306,833

Selling, general and administrative expenses 226,012 (2,139) (f) — 223,873

Research and development expenses 44,386 — — 44,386

Restructuring charges, separation costs and impairment charges 16,845 — — 16,845

Income from continuing operations before interest and taxes 20,183 1,546 — 21,729

Interest expense 25,718 — (7,000) (g) 18,718

Interest income (1,708) — — (1,708)

(Loss) income from continuing operations before taxes (3,827) 1,546 7,000 4,719

Taxes on income from continuing operations 1,011 193 (h) 1,610 (e) 2,814

(Loss) income from continuing operations $ (4,838) $ 1,353 $ 5,390 $ 1,905

Earnings per share:

Basic $ (0.11) $ 0.04

Diluted $ (0.11) $ 0.04

Weighted average common shares outstanding

Basic 44,257 44,257

Diluted 44,257 44,372

The accompanying notes are an integral part of the unaudited pro forma condensed consolidated financial information.

TELEFLEX INCORPORATED

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

(Unaudited)

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)

(Unaudited)

Year Ended December 31, 2025

As reported (a)

Disposal Pro Forma Adjustments

Other Pro Forma Adjustments

Teleflex Pro Forma

(Dollars and shares in thousands, except per share)

Net revenues $ 1,992,713 $ — $ — $ 1,992,713

Cost of goods sold 871,959 2,091 (f) — 874,050

Gross profit 1,120,754 (2,091) — 1,118,663

Selling, general and administrative expenses 720,169 (9,843) (f) — 710,326

Research and development expenses 144,781 — — 144,781

Restructuring charges, separation costs and impairment charges 137,431 — — 137,431

Income from continuing operations before interest and taxes 118,373 7,752 — 126,125

Interest expense 100,223 — (28,000) (g) 72,223

Interest income (6,403) — — (6,403)

Income from continuing operations before taxes 24,553 7,752 28,000 60,305

(Benefit) taxes on income from continuing operations (33,977) 969 (h) 6,440 (e) (26,568)

Income from continuing operations $ 58,530 $ 6,783 $ 21,560 $ 86,873

Earnings per share:

Basic $ 1.31 $ 1.95

Diluted $ 1.31 $ 1.94

Weighted average common shares outstanding

Basic 44,622 44,622

Diluted 44,724 44,724

The accompanying notes are an integral part of the unaudited pro forma condensed consolidated financial information.

TELEFLEX INCORPORATED

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

(Unaudited)

Note 1 - Basis of Presentation

The accompanying unaudited pro forma condensed consolidated financial information has been prepared in accordance with the rules and regulations of the SEC on the basis described under the heading “Overview”.

Note 2 - Pro Forma Adjustments

The following pro forma adjustments are included in the unaudited pro forma condensed consolidated financial information:

(a) The as reported column reflects the presentation of the Strategic Divestitures as discontinued operations consistent with the historical financial statements of the Company.

(b) Reflects the disposition of the current and non-current assets and liabilities of the OEM business, which are reflected as current and noncurrent assets and liabilities of discontinued operations, respectively, in the Company’s historical balance sheet as of March 31, 2026.

(c) Reflects the estimated after-tax net cash proceeds at closing in connection with the sale of the OEM business divestiture, less estimated transaction costs related primarily to investment banking fees, which were unpaid as of August 3, 2026. Such proceeds have been further reduced to reflect the adjustment discussed in Note (d) below.

The estimated pro forma after-tax net cash proceeds are calculated as follows (in millions):

Purchase price (as defined in the Purchase Agreement) $ 1,500.0

Estimated tax impact 236.4

Estimated transaction costs 18.8

Estimated after-tax net cash proceeds $ 1,244.9

(d) Reflects the Company’s estimated debt repayment of the term A-2 loan facility utilizing $700.0 million of estimated net proceeds received from the OEM business divestiture, in accordance with requirements of the Company’s Credit Agreement.

(e) Represents the tax effect of the adjustment described in Note (g) below using a blended U.S. federal and state statutory rate.

(f) In connection with the sale, we finalized several ancillary agreements with Montagu and Kohlberg, which have varying durations extending up to 24 months, to facilitate the transfer of the business and cover transition support, quality, distribution, supply, development and manufacturing services. These adjustments reflect the estimated impact of the ancillary agreements related to the OEM business divestiture as if it occurred on January 1, 2025. These estimates were calculated at a point in time, and may not be indicative of the actual amounts that would have been recognized in each of the periods presented.

(g) Reflects the impact to interest expense of the estimated debt repayment discussed in Note (d) above. The interest impact was calculated utilizing the weighted average interest rate on debt of 4.0% as previously disclosed in the Company’s 2025 Form 10-K.

(h) Reflects the tax impact of the pro forma adjustments in relation to the ancillary agreements with Montagu and Kohlberg described in Note (f) above, calculated utilizing the relevant statutory rate of 12.5% in effect within the applicable foreign tax jurisdictions.

(i) The unaudited pro forma consolidated balance sheet for the period ended March 31, 2026 includes adjustments to remove deferred tax assets (which were presented net in deferred tax liabilities) recognized during 2025 related to the excess of the tax basis over the book basis of certain investments.

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