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 8.01.

Other Events.

On June 1, 2026, Teleflex Incorporated (the “Company”) announced that it priced its private offering of $500.0 million aggregate principal amount of its 5.875% 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 pricing of the offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The offering is expected to close on or about June 15, 2026, subject to customary closing conditions.

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.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

99.1    Press release, dated June 1, 2026.
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: June 1, 2026

 

TELEFLEX INCORPORATED
By:  

/s/ Daniel V. Logue

Name:   Daniel V. Logue
Title:   Corporate Vice President, General Counsel and Secretary

Exhibit 99.1

 

LOGO

 

Contact:    Lawrence Keusch
   Vice President, Investor Relations and Strategy Development
   610-948-2836

FOR IMMEDIATE RELEASE

TELEFLEX INCORPORATED ANNOUNCES PRICING OF $500 MILLION SENIOR NOTES OFFERING

WAYNE, Pa. — June 1, 2026 – Teleflex Incorporated (NYSE: TFX) (“Teleflex”) announced today that it priced its private offering of $500.0 million aggregate principal amount of 5.875% senior notes due 2032 (the “Notes”) at an issue price of 100.000%. The sale of the Notes is expected to close on June 15, 2026, subject to customary closing conditions.

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 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.