TFX 8-K/A
Teleflex Inc (TFX)
8-K/A
2026-08-05
For: 2026-08-03
View Original
Added on
August 05, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 1)
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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:
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).
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| 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 | ||||||||
| 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 | ||||
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.