TDY 8-K
Teledyne Technologies Inc (TDY)
8-K
2026-02-26
For: 2026-02-25
View Original
Added on
April 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 25, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (805 ) 373-4545
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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name on each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
Teledyne Technologies Incorporated (“Teledyne”) is a party to the Second Amended and Restated Credit Agreement, dated as of June 10, 2024, by and among Teledyne, as borrower and guarantor, the designated borrowers party thereto, the subsidiary guarantor party thereto, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (the "Credit Agreement").
On February 25, 2026, Teledyne and the other parties to the Credit Agreement entered into a First Amendment to the Credit Agreement (the "First Amendment"). The First Amendment eliminates the Secured Overnight Financing Rate (SOFR) adjustment feature of the Credit Agreement and removes all references thereto in the Credit Agreement. The SOFR adjustment in the original Credit Agreement was 0.10% (ten basis points).
The foregoing description of the First Amendment is qualified in its entirety by the full text of the First Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit 10.1 | First Amendment to the Second Amended and Restated Credit Agreement, dated as of February 25, 2026, by and among Teledyne Technologies Incorporated, as borrower and guarantor, the designated borrowers party thereto, the guarantor party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer. | |||||||
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) | |||||||
SIGNATURE
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.
| TELEDYNE TECHNOLOGIES INCORPORATED | ||||||||||||||
| By: | /s/ Melanie S. Cibik | |||||||||||||
| Melanie S. Cibik | ||||||||||||||
| Executive Vice President, General Counsel, Chief Compliance Officer and Secretary | ||||||||||||||
| Dated: February 26, 2026 | ||||||||||||||
Execution Version
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 25, 2026 (the “Amendment Effective Date”), is entered into among TELEDYNE TECHNOLOGIES INCORPORATED, a Delaware corporation (the “Company”), the Designated Borrowers party hereto, the Subsidiary Guarantor, the Lenders (defined herein) and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”).
RECITALS
WHEREAS, the Company, the Designated Borrowers (together with the Company, the “Borrowers” and, each a “Borrower”), the Subsidiary Guarantor, the lenders from time to time party thereto (the “Lenders”) and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, have entered into that certain Second Amended and Restated Credit Agreement dated as of
June 10, 2024 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”);
June 10, 2024 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”);
WHEREAS, the Loan Parties have requested that the Administrative Agent and the Lenders amend the Credit Agreement in certain respects as set forth herein, subject to the terms and conditions contained herein;
WHEREAS, the Administrative Agent and the Lenders have agreed to amend the Credit Agreement in certain respects, on the terms and subject to the conditions set forth herein; and
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement, as amended by this Agreement.
2. Amendments.
(a) The definition of “SOFR Adjustment” in Section 1.01 of the Credit Agreement is hereby deleted.
(b) The definition of “Term SOFR” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“Term SOFR” means:
(a) for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two (2) U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto; and
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(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate two (2) U.S. Government Securities Business Days prior to such date with a term of one month commencing that day; provided, that, if the rate is not published prior to 11:00 a.m. on such determination date, then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto;
provided that if Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise be less than zero, Term SOFR shall be deemed zero for purposes of this Agreement.
(c) Section 3.03(b) of the Credit Agreement is hereby amended to delete each reference to “plus the SOFR Adjustment”.
3. Conflict with Loan Documents. In the event of any conflict between the terms of this Agreement and the terms of the Credit Agreement or the other Loan Documents, the terms hereof shall control.
4. Conditions Precedent. This Agreement shall become effective upon receipt by the Administrative Agent of counterparts of this Agreement, properly executed by the Borrowers, the Subsidiary Guarantor, the Administrative Agent and each Lender.
5. Payment of Expenses. The Borrowers agree to reimburse the Administrative Agent for all reasonable fees, charges and disbursements of the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, including all reasonable fees, charges and disbursements of counsel to the Administrative Agent (paid directly to such counsel if requested by the Administrative Agent).
6. Miscellaneous.
(a)The Loan Documents, and the obligations of the Loan Parties under the Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms. This Agreement is a Loan Document.
(b)Each Loan Party (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its obligations under the Loan Documents and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Loan Documents.
(c)Each Loan Party represents and warrants that:
(i) The execution, delivery and performance by such Person of this Agreement is within such Person’s organizational powers and has been duly authorized by all necessary organizational, partnership, member or other action, as applicable, as may be necessary or required.
(ii) This Agreement has been duly executed and delivered by such Person, and constitutes a valid and binding obligation of such Person, enforceable against it in accordance with the terms hereof, except as may be limited by applicable bankruptcy,
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insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.
(iii) The execution and delivery by such Person of this Agreement and performance by such Person of this Agreement do not and will not (a) contravene the terms of its certificate or articles of incorporation or organization or other applicable constitutive documents, (b) conflict with or result in any breach or contravention of, or the creation of any lien under, or require any payment to be made under (x) any contractual obligation to which such Person is a party or affecting such Person or the properties of such Person or any subsidiary thereof or (y) any order, injunction, writ or decree of any governmental authority or any arbitral award to which such Person or any subsidiary thereof or its property is subject or (c) violate any Law; except in each case referred to in clause (b) to the extent it would not reasonably be expected to have a Material Adverse Effect.
(iv) Before and after giving effect to this Agreement, (A) all representations and warranties of such Person set forth in the Loan Documents are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality (after giving effect to such materiality qualification)) on and as of the Amendment Effective Date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality (after giving effect to such materiality qualification)) as of such earlier date), and (B) no Event of Default exists.
(d)Subject to Section 11.19 of the Credit Agreement, this Agreement may be in the form of an Electronic Record and may be executed using Electronic Signatures (including facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. This Agreement may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Agreement. The authorization under this Section 6(d) may include use or acceptance by the Administrative Agent and each Lender of a manually signed paper copy of this Agreement which has been converted into electronic form (such as scanned into .pdf format), or an electronically signed copy of this Agreement converted into another format, for transmission, delivery and/or retention.
(e)Any provision of this Agreement held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity or enforceability of the remaining provisions hereof and the illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
(f)The terms of the Credit Agreement with respect to governing law, submission to jurisdiction, waiver of venue and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.
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Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.
| COMPANY: | TELEDYNE TECHNOLOGIES INCORPORATED, a Delaware corporation | ||||
By: /s/ Stephen F. Blackwood Name: Stephen F. Blackwood Title: Executive Vice President and Chief Financial Officer | |||||
| DESIGNATED BORROWERS: | TELEDYNE NETHERLANDS B.V., a Dutch company with limited liability having its official seat (statutaire zetel) in Amsterdam, the Netherlands, registered with the Dutch trade register under number 52020444 | ||||
By: /s/ Luis Arrieta Name: Luis Arrieta Title: Authorized Person TELEDYNE DIGITAL IMAGING, INC., an Ontario, Canada corporation By: /s/ Stephen F. Blackwood Name: Stephen F. Blackwood Title: Executive Vice President | |||||
| SUBSIDIARY GUARANTOR | TELEDYNE FLIR, LLC, a Delaware limited liability company By: /s/ Luis Arrieta Name: Luis Arrieta Title: Vice President and Treasurer | ||||
TELEDYNE TECHNOLOGIES INCORPORATED
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ Angela Larkin
Name: Angela Larkin
Title: Vice President
TELEDYNE TECHNOLOGIES INCORPORATED
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
| LENDERS: | BANK OF AMERICA, N.A., as a Lender, Swing Line Lender and L/C Issuer | ||||
By: /s/ Oscar D. Cortez Name: Oscar D. Cortez Title: Director | |||||
| JPMORGAN CHASE BANK, N.A., as a Lender | |||||
By: /s/ Nick Nussbaum Name: Nick Nussbaum Title: Vice President | |||||
| U.S. BANK NATIONAL ASSOCIATION, as a Lender | |||||
By: /s/ Fabrice Centeno Name: Fabrice Centeno Title: Senior Vice President | |||||
| TRUIST BANK, as a Lender | |||||
By: /s/ Alexander Harrison Name: Alexander Harrison Title: Director | |||||
TELEDYNE TECHNOLOGIES INCORPORATED
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
| BANK OF MONTREAL, as a Lender | |||||
By: /s/ Andrew Degrassi Name: Andrew Degrassi Title: Director | |||||
| BANK OF MONTREAL, as a Lender | |||||
By: /s/ Alexandra Reszetnik Name: Alexandra Reszetnik Title: Vice President | |||||
| MUFG BANK, LTD., as a Lender | |||||
By: /s/ Ryan Beck Name: Ryan Beck Title: Vice President | |||||
| PNC BANK, NATIONAL ASSOCIATION, as a Lender | |||||
By: /s/ Peyman Parhami Name: Peyman Parhami Title: Senior Vice President | |||||
| HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender | |||||
By: /s/ Matthew McLaurin Name: Matthew McLaurin Title: Director, Corporate and Institutional Banking | |||||
TELEDYNE TECHNOLOGIES INCORPORATED
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
| KEYBANK NATIONAL ASSOCIATION, as a Lender | |||||
By: /s/ Michael Pettigrew Name: Michael Pettigrew Title: Vice President | |||||
TELEDYNE TECHNOLOGIES INCORPORATED
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
| THE NORTHERN TRUST COMPANY, as a Lender | |||||
By: /s/ Jeffrey Leets Name: Jeffrey Leets Title: Vice President | |||||
TELEDYNE TECHNOLOGIES INCORPORATED
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT