Teleflex Inc 10-Q for FY2026 Q1
Teleflex Inc (TFX)
10-Q
2026-05-07
For: 2026-03-31
View Original
Added on
May 07, 2026
About this 10-Q
Teleflex Inc filed this 10-Q on May 7, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $548.26M
- up 32.3% from $414.26M a year earlier
- Net loss
- $8.15M
- compared with net income of $95M a year earlier
- Diluted EPS
- -$0.18
- compared with $2.07 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| (Mark One) | |||||
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to .
Commission file number 1-5353
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) | |||||||
(Address of principal executive offices and zip code)
(610 ) 225-6800
(Registrant’s telephone number, including area code)
(None)
(Former Name, Former Address and Former Fiscal Year,
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 | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| 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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The registrant had 44,270,211 shares of common stock, par value $1.00 per share, outstanding as of May 5, 2026.
TELEFLEX INCORPORATED
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2026
TABLE OF CONTENTS
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1
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(Unaudited)
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| March 31, 2026 | March 30, 2025 | ||||||||||||||||||||||||||||||||||
| (Dollars and shares in thousands, except per share) | |||||||||||||||||||||||||||||||||||
| Net revenues | $ | $ | |||||||||||||||||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||||||||||||||
| Restructuring charges, separation costs and impairment charges | |||||||||||||||||||||||||||||||||||
| Income from continuing operations before interest and taxes | |||||||||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||||||||
| Interest income | ( | ( | |||||||||||||||||||||||||||||||||
| (Loss) income from continuing operations before taxes | ( | ||||||||||||||||||||||||||||||||||
| Taxes on income from continuing operations | |||||||||||||||||||||||||||||||||||
| (Loss) income from continuing operations | ( | ||||||||||||||||||||||||||||||||||
| Operating (loss) income from discontinued operations | ( | ||||||||||||||||||||||||||||||||||
| Taxes on operating income from discontinued operations | |||||||||||||||||||||||||||||||||||
| (Loss) income from discontinued operations | ( | ||||||||||||||||||||||||||||||||||
| Net (loss) income | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||||||||||||||
| (Loss) Income from continuing operations | $ | ( | $ | ||||||||||||||||||||||||||||||||
| (Loss) Income from discontinued operations | ( | ||||||||||||||||||||||||||||||||||
| Net (loss) income | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Diluted: | |||||||||||||||||||||||||||||||||||
| (Loss) Income from continuing operations | $ | ( | $ | ||||||||||||||||||||||||||||||||
| (Loss) Income from discontinued operations | ( | ||||||||||||||||||||||||||||||||||
| Net (loss) income | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||||||||||||||
| Basic | |||||||||||||||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
2
TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| March 31, 2026 | March 30, 2025 | ||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Net (loss) income | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Other comprehensive (loss) income, net of tax: | |||||||||||||||||||||||||||||||||||
Foreign currency translation, net of tax of $ | ( | ||||||||||||||||||||||||||||||||||
Pension and other postretirement benefit plans adjustment, net of tax of $ | ( | ( | |||||||||||||||||||||||||||||||||
Derivatives qualifying as hedges, net of tax of $( | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive (loss) income, net of tax: | ( | ||||||||||||||||||||||||||||||||||
| Comprehensive (loss) income | $ | ( | $ | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
3
TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| March 31, 2026 | December 31, 2025 | ||||||||||
| (Dollars in thousands) | |||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Prepaid taxes | |||||||||||
| Current assets of discontinued operations | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Operating lease assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred tax assets | |||||||||||
| Other assets | |||||||||||
| Non-current assets of discontinued operations | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Current borrowings | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses | |||||||||||
| Payroll and benefit-related liabilities | |||||||||||
| Accrued interest | |||||||||||
| Income taxes payable | |||||||||||
| Other current liabilities | |||||||||||
| Current liabilities of discontinued operations | |||||||||||
| Total current liabilities | |||||||||||
| Long-term borrowings | |||||||||||
| Deferred tax liabilities | |||||||||||
| Noncurrent liability for uncertain tax positions | |||||||||||
| Noncurrent operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Non-current liabilities of discontinued operations | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Total shareholders' equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
4
TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended | |||||||||||
| March 31, 2026 | March 30, 2025 | ||||||||||
| (Dollars in thousands) | |||||||||||
| Cash flows from operating activities of continuing operations: | |||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| (Income) loss from discontinued operations | ( | ||||||||||
| Depreciation expense | |||||||||||
| Intangible asset amortization expense | |||||||||||
| Deferred financing costs and debt discount amortization expense | |||||||||||
| Changes in contingent consideration | ( | ( | |||||||||
| Stock-based compensation | |||||||||||
| Gain on non-designated foreign currency forward contracts | ( | ||||||||||
| Deferred income taxes, net | ( | ( | |||||||||
| Interest benefit on swaps designated as net investment hedges | ( | ( | |||||||||
| Other | |||||||||||
| Changes in assets and liabilities, net of effects of acquisitions and disposals: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | ( | ||||||||||
| Prepaid expenses and other assets | ( | ||||||||||
| Accounts payable, accrued expenses and other liabilities | ( | ||||||||||
| Income taxes receivable and payable, net | |||||||||||
| Net cash provided by operating activities from continuing operations | |||||||||||
| Cash flows from investing activities of continuing operations: | |||||||||||
| Expenditures for property, plant and equipment | ( | ( | |||||||||
| Payments for businesses and intangibles acquired, net of cash acquired | ( | ||||||||||
| Insurance settlement proceeds | |||||||||||
| Net payments on swaps designated as net investment hedges | ( | ||||||||||
| Purchase of investments | ( | ( | |||||||||
| Net cash used in investing activities from continuing operations | ( | ( | |||||||||
| Cash flows from financing activities of continuing operations: | |||||||||||
| Proceeds from new borrowings | |||||||||||
| Reduction in borrowings | ( | ( | |||||||||
| Repurchase of common stock | ( | ||||||||||
| Net (payments) proceeds from share based compensation plans and related tax impacts | ( | ||||||||||
| Payments for contingent consideration | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Debt extinguishment, issuance and amendment fees | ( | ||||||||||
| Net cash used in financing activities from continuing operations | ( | ( | |||||||||
| Cash flows from discontinued operations: | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Net cash used in discontinued operations | ( | ||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents | ( | ||||||||||
| Net increase in cash, cash equivalents and restricted cash equivalents | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash equivalents at the beginning of the period | |||||||||||
| Less: Cash, cash equivalents and restricted cash of discontinued operations | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash equivalents at the end of the period | $ | $ | |||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
5
TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
| Common Stock | Additional Paid In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Dollars | Shares | Dollars | ||||||||||||||||||||||||||||||||||||||||||||
| (Dollars and shares in thousands, except per share) | |||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
Net loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under compensation plans | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Deferred compensation | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Dollars | Shares | Dollars | ||||||||||||||||||||||||||||||||||||||||||||
| (Dollars and shares in thousands, except per share) | |||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
Net income | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued under compensation plans | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation | |||||||||||||||||||||||||||||||||||||||||||||||
Balance at March 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
6
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(all tabular amounts in thousands unless otherwise noted)
Note 1 — Basis of presentation
The accompanying unaudited condensed consolidated financial statements of Teleflex Incorporated and its subsidiaries (“we,” “us,” “our" and “Teleflex”) are prepared on the same basis as its annual consolidated financial statements.
For the periods ending prior to and including December 31, 2025, our fiscal calendar consisted of a modified 5-4-4 calendar, reflecting a fiscal year ending on December 31. Beginning on January 1, 2026, we transitioned to a calendar month-based fiscal calendar, which we applied on a prospective basis. The year end reporting date remains unchanged. While the change will impact year-over-year comparability for fiscal quarters, the effect was not considered to be significant to require adjustments to prior operating results. We believe this transition offers significant benefits, including enhanced quarter-over-quarter comparability on a forward-looking basis and improved alignment with peer companies.
On December 9, 2025, we entered into separate definitive agreements to sell our Acute Care, Interventional Urology businesses and our OEM business (collectively referred to as the "Strategic Divestitures"). The Strategic Divestitures represent a single plan to exit certain product categories that, in aggregate, met accounting requirements to be classified as discontinued operations and held for sale beginning December 31, 2025 and for the subsequent reporting periods. In accordance with GAAP, the financial position and results of operations of both businesses are presented as discontinued operations and, as such, have been excluded from continuing operations for all periods presented. Prior period amounts have been recast to conform to the presentation used for the current period. With the exception of Note 5, the notes to the condensed consolidated financial statements reflect the continuing operations of Teleflex. See Note 5 for additional information regarding discontinued operations.
In the opinion of management, the financial statements reflect all adjustments, which are of a normal recurring nature, necessary for the fair statement of the financial statements for interim periods in accordance with accounting principles generally accepted in the United States of America ("GAAP") and Rule 10-01 of Securities and Exchange Commission ("SEC") Regulation S-X, which sets forth the instructions for the form and content of presentation of financial statements included in Form 10-Q. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the periods reported are not necessarily indicative of those that may be expected for a full year.
Supplemental balance sheet information
Cash, cash equivalents, and restricted cash equivalents consisted of the following at March 31, 2026 and December 31, 2025:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Restricted cash equivalents in prepaid and other current assets (1) | |||||||||||
Restricted cash equivalents in other assets (1) | |||||||||||
| Total cash, cash equivalents and restricted cash equivalents | $ | $ | |||||||||
(1) Restricted cash equivalents represent surplus plan assets resulting from the termination of the Teleflex Incorporated Retirement Income Plan (the "TRIP") that were transferred to a suspense account within the Teleflex 401(k) Savings Plan in 2024. These assets are restricted for future use in accordance with our election to use the surplus plan assets from the TRIP to fund future employer contributions to participants in the Teleflex 401(k) Savings Plan. Amounts classified as other current assets are expected to be transferred from the suspense account to employees within one year.
7
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Note 2 — Recently issued accounting standards
In November 2024, the FASB issued new guidance designed to enhance disclosures regarding the nature of expenses included in the income statement. The guidance requires tabular disclosures that disaggregate information about prescribed expense categories within relevant income statement expense captions. The guidance is effective for all fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. The new standard can be adopted on a prospective basis with an option to be adopted retrospectively and early adoption is permitted. We are currently evaluating this guidance to determine its impact on our consolidated financial statements.
In September 2025, the FASB issued new guidance designed to clarify and modernize the accounting for costs related to internal-use software. The updated guidance is intended to provide enhanced transparency and consistency in the capitalization and expensing of software development costs, particularly in incremental and iterative development environments. The guidance is effective for all fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Entities may apply the guidance using a prospective, retrospective or modified transition approach. Early adoption is permitted. We are currently evaluating this guidance to determine its impact on our consolidated financial statements.
From time to time, new accounting guidance is issued by the FASB or other standard setting bodies that is adopted by us as of the effective date or, in some cases where early adoption is permitted, in advance of the effective date. We have assessed the recently issued guidance that is not yet effective and, unless otherwise indicated above, believe the new guidance will not have a material impact on the consolidated results of operations, cash flows or financial position.
Note 3 — Net revenues
We primarily generate revenue from the sale of single use disposable medical devices. Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; this occurs upon the transfer of control of the products. Generally, transfer of control to the customer occurs at the point in time when our products are shipped from the manufacturing or distribution facility. We market and sell products through our direct sales force and distributors to hospitals and healthcare providers. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. Payment is generally due 30 days from the date of invoice.
The following table disaggregates revenue by global product category for the three months ended March 31, 2026 and March 30, 2025.
| Three Months Ended | |||||||||||||||||||||||
| March 31, 2026 | March 30, 2025 | ||||||||||||||||||||||
Vascular | $ | $ | |||||||||||||||||||||
| Interventional | |||||||||||||||||||||||
| Surgical | |||||||||||||||||||||||
Net revenues (1) | $ | $ | |||||||||||||||||||||
(1) The product categories listed above are presented on a global basis, while our reportable segments are defined based on the geographic location of its operations.
Note 4 — Acquisition
In the third quarter of 2025, we completed the acquisition of substantially all of the Vascular Intervention business of BIOTRONIK SE & Co. KG (the "VI Business"). The acquisition adds a broad suite of coronary and peripheral medical devices, such as drug-coated balloons, stents, and balloon catheters, which complements our interventional product portfolio. Under the terms of the acquisition agreement, we acquired the VI Business for a net initial cash payment of €704.3 million, or $825.2 million, subject to certain working capital and other customary adjustments.
In connection with the acquisition, we also entered into several ancillary agreements with BIOTRONIK SE & Co. KG to help facilitate business continuity and the integration of the business. These agreements primarily relate to
8
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
transition support and distribution services and have varying durations extending up to 36 months. We account for these services separately from the business combination, as they were negotiated primarily to benefit Teleflex and do not represent part of the consideration transferred for the acquisition. The operating results associated with these agreements are included in selling, general and administrative expenses.
We are continuing to evaluate the fair value of the acquired assets and liabilities assumed in connection with the acquisition and further adjustments may be necessary as a result of our assessment of additional information, primarily deferred tax liabilities, certain intangible assets and goodwill. Additionally, the purchase accounting remains incomplete with respect to the consideration transferred as we have not reached an agreement on the closing statement adjustments with the seller. Adjustments during the measurement period will be recognized in the reporting period when they are settled.
Note 5 — Discontinued operations
In February 2025, we announced our intention to undertake a strategic transformation of the organization. In accordance with this strategy, on December 9, 2025, we announced that we had entered into definitive agreements to sell our Acute Care and Interventional Urology (also referred to as "IU") businesses to Intersurgical® Ltd and our OEM business to Montagu and Kohlberg (collectively referred to as the "Strategic Divestitures"). The combined total consideration from the Strategic Divestitures is $2.0 billion in cash, consisting of expected proceeds of approximately $1.5 billion for our OEM business and $530 million for our Acute Care and IU businesses. Both transactions, which were approved at the same time by our Board of Directors, remain subject to certain closing adjustments, customary regulatory approvals and other closing conditions. We expect the sale of the OEM business to be completed in the third quarter of 2026, while the sale of the Acute Care and IU businesses is expected to be completed in the second half of 2026.
The Strategic Divestitures represent a single plan to exit certain product categories that, in aggregate, met accounting requirements to be classified as discontinued operations and held for sale beginning December 31, 2025 and for the subsequent reporting periods, as the plan represents a strategic shift with a major effect on our financial results. In accordance with GAAP, the financial position and results of operations of both businesses are presented as discontinued operations and, as such, have been excluded from continuing operations for all periods presented. The Strategic Divestitures were historically reported within each of our operating segments.
The following table summarizes the financial results of our discontinued operations for the three months ended March 31, 2026 and March 30, 2025:
Three Months Ended | |||||||||||||||||
| March 31, 2026 | March 30, 2025 | ||||||||||||||||
| Net revenues | $ | $ | |||||||||||||||
| Cost of goods sold | |||||||||||||||||
| Gross profit | |||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||
| Research and development expenses | |||||||||||||||||
Restructuring charges, separation costs and impairment charges (1) | |||||||||||||||||
| Interest expense | |||||||||||||||||
| Interest income | ( | ( | |||||||||||||||
| (Loss) income from discontinued operations before income taxes | ( | ||||||||||||||||
| Income tax expense | |||||||||||||||||
| (Loss) income from discontinued operations | $ | ( | $ | ||||||||||||||
(1) For the three months ended March 31, 2026, we incurred separation costs of $30.1 million, primarily related to consulting, legal, tax and other professional advisory services associated with the Strategic Divestitures and we recognized a $29.0 million valuation allowance adjustment related to the Acute Care and IU business, as described below. For the three months ended March 30, 2025, we incurred separation costs of $3.2 million and $0.1 million of restructuring charges.
9
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The following table summarizes the carrying amounts of the major classes of assets and liabilities classified as discontinued operations in the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025:
| March 31, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Current assets of discontinued operations | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Operating lease assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred tax assets | |||||||||||
| Other assets | |||||||||||
| Valuation allowance on disposal group classified as held for sale | ( | ( | |||||||||
| Assets of discontinued operations | $ | $ | |||||||||
| LIABILITIES | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Payroll and benefit-related liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Current liabilities of discontinued operations | |||||||||||
| Deferred tax liabilities | |||||||||||
| Non-current operating lease liability | |||||||||||
| Other non-current liabilities | |||||||||||
| Liabilities of discontinued operations | $ | $ | |||||||||
Assets and liabilities classified as held for sale are measured at the lower of carrying value or fair value less costs to sell. As of March 31, 2026, we reassessed the fair value less costs to sell of the Acute Care and IU businesses component of the Strategic Divestitures compared to its carrying value, and concluded that its fair value costs to sell was lower than its carrying value. Based on this assessment, we recorded a $29.0 million valuation allowance adjustment during the three months ended March 31, 2026, further reducing assets held for sale beyond the previously recorded valuation allowance of $747.1 million. The adjustment to the valuation allowance was recorded within Restructuring charges, separation costs and impairment charges in the summarized results of operations of discontinued operations for the three months ended March 31, 2026. We expect to recognize a gain upon the completion of the sale of the OEM business.
Cash flows attributable to discontinued operations are included in the condensed consolidated statements of cash flows. Significant non-cash operating and investing activities attributable to discontinued operations consisted of the following:
Three Months Ended | |||||||||||||||||
| March 31, 2026 | March 30, 2025 | ||||||||||||||||
Depreciation expense | $ | $ | |||||||||||||||
Intangible asset amortization expense | |||||||||||||||||
Impairment charges | |||||||||||||||||
Expenditures for property, plant and equipment | |||||||||||||||||
10
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Note 6 — Restructuring charges, separation costs and impairment charges
Restructuring charges recognized for the three months ended March 31, 2026 and March 30, 2025 consisted of the following:
| Three Months Ended March 31, 2026 | |||||||||||||||||
| Termination Benefits | Other Costs (1) | Total | |||||||||||||||
| Strategic Divestitures restructuring plan | $ | $ | $ | ||||||||||||||
| VI Business integration plan | ( | ( | |||||||||||||||
Other restructuring programs (2) | ( | ||||||||||||||||
| Restructuring charges | $ | $ | $ | ||||||||||||||
Three Months Ended March 30, 2025 | |||||||||||||||||
| Termination Benefits | Other Costs (1) | Total | |||||||||||||||
| 2024 Footprint realignment plan | $ | $ | $ | ||||||||||||||
| 2023 Footprint realignment plan | |||||||||||||||||
Other restructuring programs (2) | |||||||||||||||||
| Restructuring charges | $ | $ | $ | ||||||||||||||
(1) Other costs include facility closure, contract termination and other exit costs.
(2) Primarily includes activity related to restructuring plans substantially completed in prior periods.
Restructuring charges
Strategic Divestitures restructuring plan
During the first quarter of 2026, in connection with the Strategic Divestitures, we initiated a multi-year restructuring plan intended to align our global organizational structure and supply chain infrastructure amongst our remaining businesses (the "Strategic Divestitures restructuring plan"). The plan is designed to eliminate stranded costs, streamline global operations, and improve our long-term cost structure, primarily through workforce reductions and capital assets rationalization. These actions, some of which we expect to occur upon exit of the transition services agreements and other arrangements negotiated in connection with the Strategic Divestitures, are expected to be substantially completed by mid-2028. The following table provides a summary of our estimates of restructuring and restructuring related charges by major type of expense associated with the Strategic Divestitures restructuring plan:
Strategic Divestiture restructuring plan | ||||||||||||||||||||
| Plan expense estimates: | (Dollars in millions) | |||||||||||||||||||
Restructuring charges (1) | $ | |||||||||||||||||||
Restructuring related charges (2) | $ | |||||||||||||||||||
| Total restructuring and restructuring related charges | $ | |||||||||||||||||||
(1)Substantially all of the charges consist of employee termination benefit costs.
(2)Restructuring related charges represent costs that are directly related to the plan and primarily include expenses related to a lease termination and retention incentives necessary to support critical functions during the transition period. Most of the charges are expected to be recognized within selling, general and administrative costs.
We expect substantially all the restructuring and restructuring related charges to result in future cash outlays, of which an estimated $15.0 million to $19.0 million are expected to occur during 2026.
For the three months ended March 31, 2026, we incurred $7.5 million under the Strategic Divestitures restructuring plan in restructuring related charges, all of which were recognized in selling, general and administrative costs.
As of March 31, 2026, we had a restructuring reserve of $17.0 million related to this plan, all of which related to termination benefits.
11
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
VI Business integration plan
During the fourth quarter of 2025, we initiated the "VI Business integration plan," a restructuring plan related to the integration of the VI Business into Teleflex. The plan encompasses the realignment of the global sales force and certain administrative functions, including workforce reductions, and the relocation of certain manufacturing operations to existing lower-cost locations. These actions are expected to be substantially completed by the end of 2028. The following table provides a summary of our estimates of restructuring and restructuring related charges by major type of expense associated with the VI Business integration plan:
VI Business integration plan | ||||||||||||||||||||
| Plan expense estimates: | (Dollars in millions) | |||||||||||||||||||
Restructuring charges (1) | $ | |||||||||||||||||||
Restructuring related charges (2) | $ | |||||||||||||||||||
| Total restructuring and restructuring related charges | $ | |||||||||||||||||||
(1)Substantially all of the charges consist of employee termination benefit costs.
(2)Restructuring related charges represent costs that are directly related to the program and principally constitute costs to transfer manufacturing operations to existing lower-cost locations and project management costs. The majority of these charges are expected to be recognized within cost of goods sold.
We expect to incur $5.0 million to $7.0 million in aggregate capital expenditures under the VI Business integration plan.
For the three months ended March 31, 2026, we incurred $0.7 million under the VI Business integration plan in restructuring related charges, most of which were recognized in cost of goods sold. As of March 31, 2026, we have incurred aggregate restructuring charges in connection with the VI Business integration plan of $21.0 million. In addition, as of March 31, 2026, we have incurred aggregate restructuring related charges of $1.0 million with respect to the VI Business integration plan, consisting of certain costs that principally resulted from the transfer of manufacturing operations to new locations.
As of March 31, 2026, we had a restructuring reserve of $16.3 million related to this plan, all of which related to termination benefits.
2023 Footprint realignment plan
In 2023, we initiated the "2023 Footprint realignment plan," a restructuring plan primarily involving the relocation of certain manufacturing operations to existing lower-cost locations, the outsourcing of certain manufacturing processes and related workforce reductions. These actions are expected to be substantially completed by the end of 2027. The following table provides a summary of the cost estimates by major type of expense associated with the 2023 Footprint realignment plan:
| 2023 Footprint Realignment plan | ||||||||||||||||||||
| Plan expense estimates: | (Dollars in millions) | |||||||||||||||||||
Restructuring charges (1) | $ | |||||||||||||||||||
Restructuring related charges (2) | $ | |||||||||||||||||||
| Total restructuring and restructuring related charges | $ | |||||||||||||||||||
(1)Substantially all of the charges consist of employee termination benefit costs.
(2)Restructuring related charges represent costs that are directly related to the program and principally constitute costs to transfer manufacturing operations to existing lower-cost locations and project management costs. Substantially all of these charges are expected to be recognized within cost of goods sold.
Additionally, we expect to incur $2.0 million to $3.0 million in aggregate capital expenditures under the plan.
For the three months ended March 31, 2026, we incurred $0.6 million under the 2023 Footprint realignment plan in restructuring related charges, all of which were recognized in cost of goods sold. As of March 31, 2026, we have incurred aggregate restructuring charges in connection with the 2023 Footprint realignment plan of $3.0 million. In addition, as of March 31, 2026, we have incurred aggregate restructuring related charges of $5.9 million with respect to the 2023 Footprint realignment plan, consisting of certain costs that principally resulted from the transfer of manufacturing operations to new locations.
12
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
As of March 31, 2026, we had a restructuring reserve of $2.1 million related to this plan, all of which related to termination benefits.
Note 7 — Inventories
Inventories as of March 31, 2026 and December 31, 2025 consisted of the following:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Inventories | $ | $ | |||||||||
Note 8 — Goodwill and other intangible assets
The following table provides information relating to changes in the carrying amount of goodwill by reportable operating segment for the three months ended March 31, 2026:
| Americas | EMEA | Asia | Total | ||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Goodwill related to acquisitions | |||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| March 31, 2026 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
The gross carrying amount of, and accumulated amortization relating to, intangible assets as of March 31, 2026 and December 31, 2025 were as follows:
| Gross Carrying Amount | Accumulated Amortization | ||||||||||||||||||||||
| March 31, 2026 | December 31, 2025 | March 31, 2026 | December 31, 2025 | ||||||||||||||||||||
| Customer relationships | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| In-process research and development | — | — | |||||||||||||||||||||
| Intellectual property | ( | ( | |||||||||||||||||||||
| Distribution rights | ( | ( | |||||||||||||||||||||
| Trade names | ( | ( | |||||||||||||||||||||
| Non-compete agreements | ( | ( | |||||||||||||||||||||
| $ | $ | $ | ( | $ | ( | ||||||||||||||||||
Note 9 — Financial instruments
Foreign currency forward contracts
We use derivative instruments for risk management purposes. Foreign currency forward contracts designated as cash flow hedges are used to manage foreign currency transaction exposure. Foreign currency forward contracts not designated as hedges for accounting purposes are used to manage exposure related to near term foreign currency denominated monetary assets and liabilities. We typically enter into the non-designated foreign currency forward contracts for periods consistent with our currency translation exposures, which generally approximate one month. For the three months ended March 31, 2026, we recognized a loss of $2.8 million from non-designated foreign currency forward contracts within selling, general and administrative expenses. For the three months ended March 30, 2025, we recognized a gain of $22.6 million within selling, general and administrative expenses primarily related to non-designated foreign currency forward contracts entered into to economically hedge against the foreign currency exposure associated with the cash consideration to complete the VI acquisition.
The total notional amount for all open foreign currency forward contracts designated as cash flow hedges as of March 31, 2026 and December 31, 2025 was $263.5 million and $262.5 million, respectively. The total notional amount for all open non-designated foreign currency forward contracts as of March 31, 2026 and December 31,
13
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
2025 was $261.6 million and $284.8 million, respectively. All open foreign currency forward contracts as of March 31, 2026 have durations of 12 months or less.
Cross-currency interest rate swaps
On September 30, 2025, we executed cross-currency swap agreements with five different financial institution counterparties to hedge against the effect of variability in the U.S. dollar to euro exchange rate (the "September 2025 Cross-currency swap agreements"). Under the September 2025 Cross-currency swap agreements, we have notionally exchanged $500 million at an annual interest rate of 4.63 % for €474.7 million at an annual interest rate of 2.77 %. On March 4, 2026, the agreements related to our September 2025 Cross-currency swap matured resulting in a net cash settlement payment of $53.5 million, inclusive of interest proceeds. Concurrently, on March 4, 2026, we executed two separate cross-currency swap agreements set to mature on March 3, 2028, respectively, to hedge against the effect of variability in the U.S. dollar to euro exchange rate (the "2026 Cross-currency swap agreements"). Each of the 2026 Cross-currency swap agreements had a notional amount of $50 two different financial institution counterparties and notionally exchanged $100 million for €85.4 million, reflecting an average annual interest rate benefit of 1.21 %.
On August 18, 2025, we executed two separate cross-currency swap agreements set to mature on August 20, 2030 and August 20, 2032, respectively, to hedge against the effect of variability in the U.S. dollar to Swiss Franc (CHF) exchange rate, (the "2025 Cross-currency swap agreements"). Each of the 2025 Cross-currency swap agreements had a notional amount of $300 million and was designated as a net investment hedge. The 2025 Cross-currency swap agreements expiring in 2030 include six different financial institution counterparties and notionally exchanged $300 million for CHF 242.4 million at an annual interest rate of 3.15 %. The 2025 Cross-currency swap agreements expiring in 2032 include four different financial institution counterparties and notionally exchanged $300 million for CHF 242.5 million at an annual interest rate of 3.02 %.
On April 25, 2024, we executed two separate term cross-currency swap agreements set to mature on February 26, 2027 and February 28, 2029, respectively, to hedge against the effect of variability in the U.S. dollar to euro exchange rate (the "2024 Cross-currency swap agreements"). Each of the 2024 Cross-currency swap agreements had a notional principal amount of $250 million and was designated as a net investment hedge. The 2024 Cross-currency swap agreements expiring in 2027 include five different financial institution counterparties and notionally exchanged $250 million at an annual interest rate of 4.25 % for €233.4 million at an annual interest rate of 2.44 %. The 2024 Cross-currency swap agreements expiring in 2029 include four different financial institution counterparties and notionally exchanged $250 million at an annual interest rate of 4.25 % for €233.4 million at an annual interest rate of 2.45 %.
The swap agreements described above require an exchange of the notional amounts upon expiration or earlier termination of the agreements. We and the counterparties have agreed to effect the exchange through a net settlement.
The cross-currency swaps are marked to market at each reporting date and any changes in fair value are recognized as a component of accumulated other comprehensive income (loss) ("AOCI"). The following table summarizes the foreign exchange gains and losses recognized within AOCI and the interest benefit recognized within interest expense related to cross currency swaps for the three months ended March 31, 2026 and March 30, 2025:
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| March 31, 2026 | March 30, 2025 | ||||||||||||||||||||||||||||||||||
Foreign exchange gain (loss) | $ | $ | ( | ||||||||||||||||||||||||||||||||
| Interest benefit | |||||||||||||||||||||||||||||||||||
14
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Balance sheet presentation
The following table presents the locations in the condensed consolidated balance sheet and fair value of derivative instruments as of March 31, 2026 and December 31, 2025:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Asset derivatives: | |||||||||||
| Designated foreign currency forward contracts | $ | $ | |||||||||
| Non-designated foreign currency forward contracts | |||||||||||
| Cross-currency interest rate swaps | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Cross-currency interest rate swaps | |||||||||||
| Other assets | |||||||||||
| Total asset derivatives | $ | $ | |||||||||
| Liability derivatives: | |||||||||||
| Designated foreign currency forward contracts | $ | $ | |||||||||
| Non-designated foreign currency forward contracts | |||||||||||
| Cross-currency interest rate swaps | |||||||||||
| Other current liabilities | |||||||||||
| Cross-currency interest rate swaps | |||||||||||
| Other liabilities | |||||||||||
| Total liability derivatives | $ | $ | |||||||||
See Note 11 for information on the location and amount of gains and losses attributable to derivatives that were reclassified from AOCI to expense (income), net of tax. There was no
Trade receivables
Note 10 — Fair value measurement
The following tables provide information regarding our financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025:
Total carrying value at March 31, 2026 | Quoted prices in active markets (Level 1) | Significant other observable Inputs (Level 2) | Significant unobservable Inputs (Level 3) | ||||||||||||||||||||
| Investments in marketable securities | $ | $ | $ | $ | |||||||||||||||||||
| Derivative assets | |||||||||||||||||||||||
| Derivative liabilities | |||||||||||||||||||||||
| Contingent consideration liabilities | |||||||||||||||||||||||
15
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
| Total carrying value at December 31, 2025 | Quoted prices in active markets (Level 1) | Significant other observable Inputs (Level 2) | Significant unobservable Inputs (Level 3) | ||||||||||||||||||||
| Investments in marketable securities | $ | $ | $ | $ | |||||||||||||||||||
| Derivative assets | |||||||||||||||||||||||
| Derivative liabilities | |||||||||||||||||||||||
| Contingent consideration liabilities | |||||||||||||||||||||||
Valuation Techniques
Our financial assets valued based upon Level 1 inputs are comprised of investments in marketable securities, including money market funds. The investment assets are valued using quoted market prices.
Our financial assets and liabilities valued based upon Level 2 inputs are comprised of foreign currency forward contracts and cross-currency interest rate swap agreements. We use foreign currency forward contracts and cross-currency interest rate swap agreements to manage foreign currency transaction exposure as well as exposure to foreign currency denominated monetary assets and liabilities. We measure the fair value of the foreign currency forwards and cross-currency swap agreements by calculating the amount required to enter into offsetting contracts with similar remaining maturities, based on quoted market prices, and taking into account the creditworthiness of the counterparties.
Our financial liabilities valued based upon Level 3 inputs are comprised of contingent consideration arrangements pertaining to our acquisitions. Our primary non-recurring fair value estimates, which utilize Level 3 inputs, typically include the following: business acquisitions (Note 4); goodwill impairment testing (Note 5); and asset impairments (Note 6).
Contingent consideration
Contingent consideration liabilities, which primarily consist of payment obligations that are contingent upon the achievement of revenue-based goals, but also can be based on other milestones such as regulatory approvals, are remeasured to fair value each reporting period using assumptions including revenue growth rates (based on internal operational budgets and long-range strategic plans), revenue volatility, discount rates, probability of payment and projected payment dates.
The following table provides information regarding changes in our contingent consideration liabilities for the three months ended March 31, 2026:
| Contingent consideration | |||||
Balance – December 31, 2025 | $ | ||||
| Payments | ( | ||||
Revaluations and other adjustments | ( | ||||
Balance – March 31, 2026 (1) | $ | ||||
(1) As of March 31, 2026, the liability consisted largely of the estimated contingent consideration associated with our 2023 acquisition of Palette Life Sciences AB ("Palette"), with payment anticipated in 2026.
Note 11 — Shareholders' equity
Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Our diluted earnings per share calculation follows the control number concept, using income from continuing operations as the control number to assess whether potential common stock equivalents are dilutive. Once these securities are determined to be dilutive for continuing operations, the same weighted‑average dilutive share equivalents must be included in the diluted earnings per share calculations for all other categories of income or loss, even when their inclusion is anti‑dilutive for those categories.
16
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The following table provides a reconciliation of basic to diluted weighted average shares outstanding:
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| March 31, 2026 | March 30, 2025 | ||||||||||||||||||||||||||||||||||
| Basic | |||||||||||||||||||||||||||||||||||
| Dilutive effect of share-based awards | |||||||||||||||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||||||||||||||
The number of basic and diluted shares is the same for the three months ended March 31, 2026 due to our loss from continuing operations. Additionally, because of the loss from continuing operations, for the three months ended March 31 2026, 0.1 million of potentially dilutive share-based awards were excluded from the computation of loss per share as their effect would have been antidilutive. The weighted average number of shares that were antidilutive and therefore excluded from the calculation of earnings per share were 1.4 million for the three months ended March 31, 2026 and 1.1 million for the three months ended March 30, 2025.
The following tables provide information relating to the changes in accumulated other comprehensive loss, net of tax, for the three months ended March 31, 2026 and March 30, 2025:
| Cash Flow Hedges | Pension and Other Postretirement Benefit Plans | Foreign Currency Translation Adjustment | Accumulated Other Comprehensive (Loss) Income | ||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | ( | $ | ( | |||||||||||||||||
Other comprehensive (loss) income before reclassifications | ( | ( | ( | ||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | |||||||||||||||||||||||
| Net current-period other comprehensive (loss) income | ( | ( | ( | ||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| Cash Flow Hedges | Pension and Other Postretirement Benefit Plans | Foreign Currency Translation Adjustment | Accumulated Other Comprehensive (Loss) Income | ||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| Other comprehensive (loss) income before reclassifications | ( | ( | |||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | |||||||||||||||||||||||
| Net current-period other comprehensive (loss) income | ( | ( | |||||||||||||||||||||
| Balance as of March 30, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
17
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The following table provides information relating to the location in the statements of operations and amount of reclassifications of losses/(gains) in accumulated other comprehensive (loss)/income into (income)/expense, net of tax, for the three months ended March 31, 2026 and March 30, 2025:
| Three Months Ended | |||||||||||||||||||||||
| March 31, 2026 | March 30, 2025 | ||||||||||||||||||||||
| (Gains) Loss on foreign exchange contracts: | |||||||||||||||||||||||
| Cost of goods sold | $ | $ | |||||||||||||||||||||
| Total before tax | |||||||||||||||||||||||
| Taxes | ( | ||||||||||||||||||||||
| Net of tax | |||||||||||||||||||||||
Pension and other postretirement benefit items (1): | |||||||||||||||||||||||
| Actuarial (gains) losses | |||||||||||||||||||||||
| Prior-service costs | |||||||||||||||||||||||
| Total before tax | |||||||||||||||||||||||
| Tax benefit | ( | ( | |||||||||||||||||||||
| Net of tax | |||||||||||||||||||||||
| Total reclassifications, net of tax | $ | $ | |||||||||||||||||||||
(1) These accumulated other comprehensive (loss) income components are included in the computation of net benefit expense for pension and other postretirement benefit plans.
Note 12 — Taxes on income from continuing operations
| Three Months Ended | |||||||||||||||||||||||
| March 31, 2026 | March 30, 2025 | ||||||||||||||||||||||
Effective income tax rate (1) | ( | ||||||||||||||||||||||
(1) For the quarters ended March 31, 2026 and March 30, 2025, the effective income tax rate represents income tax expense.
The effective income tax rate for the three months ended March 31, 2026 reflects income tax benefits associated with the Strategic Divestitures restructuring plan and the VI Business integration plan. Additionally, the effective income tax rate for the three months ended March 31, 2026 reflects a net cost related to share-based compensation. The effective income tax rate for the three months ended March 30, 2025 reflects a non-taxable favorable adjustment incurred in relation to foreign currency exchange rates, largely stemming from non-designated foreign currency forward contracts designed to hedge against the cash consideration for the VI Business acquisition. The effective income tax rates for both periods reflect a tax benefit from research and development tax credits.
A significant number of jurisdictions, including EU member states, have enacted legislation to establish a 15% global minimum tax in accordance with both the established Pillar Two framework and guidance subsequently published by the Organization for Economic Co-operation and Development (the "OECD"). On January 5th, 2026, the OECD/G20 released the Side-by-Side package ("SbS"), implemented as administrative guidance and modifying the operation of Pillar Two rules. The SbS package introduces simplifications and new safe harbors for U.S. and other multinational companies where domestic and international tax systems meet robust requirements to coexist with Pillar 2. Such safe harbor would fully exempt U.S.-parented groups from the application of two of the three Pillar 2 top up taxes.
The SbS package is expected to be available for fiscal years beginning on or after January 1, 2026. However, the safe harbors are not self‑executing and require domestic legislation by each Inclusive Framework member, subject to local legislative processes and timelines, as well as potential European Union ("EU") guidance related to the EU Minimum Tax Directive. The SbS package did not have a material impact on our results of operations during the first quarter of 2026. We continue to monitor ongoing developments and assess the potential impact of the SbS package on our 2026 results of operations and future cash tax obligations.
18
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The SbS package also extends the current Transitional Country-by-Country Reporting (CbCR) Safe Harbor by one year, through the end of fiscal year 2027.
Note 13 — Commitments and contingent liabilities
Environmental: We are subject to contingencies as a result of environmental laws and regulations that in the future may require us to take further action to correct the effects on the environment of prior disposal practices or releases of chemical or petroleum substances by us or other parties. Much of this liability results from the U.S. Comprehensive Environmental Response, Compensation and Liability Act, often referred to as Superfund, the U.S. Resource Conservation and Recovery Act and similar state laws. These laws require us to undertake certain investigative and remedial activities at sites where we conduct or once conducted operations or at sites where Company-generated waste was disposed.
Remediation activities vary substantially in duration and cost from site to site. The nature of these activities, and their associated costs, depend on the mix of unique site characteristics, evolving remediation technologies, the regulatory agencies involved and their enforcement policies, as well as the presence or absence of other potentially responsible parties. At March 31, 2026, we have recorded $0.6 million and $3.1 million in accrued liabilities and other liabilities, respectively, relating to these matters. Considerable uncertainty exists with respect to these liabilities and, if adverse changes in circumstances occur, the potential liability may exceed the amount accrued as of March 31, 2026. The time frame over which the accrued amounts may be paid out, based on past history, is estimated to be 10 -15 years.
Legal matters: We are a party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims include actions involving product liability and product warranty, intellectual property, commercial disputes, acquisition and divestiture related matters, contracts, employment, environmental and other matters. As of March 31, 2026, we have recorded accrued liabilities of $1.0 million in connection with such contingencies, representing our best estimate of the cost within the range of estimated possible losses that will be incurred to resolve these matters. Amounts accrued for legal contingencies are often determined based on a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions, including as to the timing of related payments. The ability to make such estimates and judgments can be affected by various factors including whether, among other things, damages sought in the proceedings are unsubstantiated or indeterminate; scientific and legal discovery has commenced or is complete; proceedings are in early stages; matters present legal uncertainties; there are significant facts in dispute, or procedural or jurisdictional issues; there is uncertainty or unpredictability regarding the number of potential claims; there is the potential to achieve comprehensive multi-party settlements; there is complexity regarding related cross-claims and counterclaims; and/or there are numerous parties involved. To the extent adverse awards, judgments or verdicts have been rendered against us, we do not record an accrual until a loss is determined to be probable and can be reasonably estimated.
While the results of such litigation or claims cannot be predicted with certainty, based on information currently available, advice of counsel, established reserves and other resources, we do not believe that the outcome of any outstanding litigation and claims is likely to be, individually or in the aggregate, material to our business, financial condition, results of operations or liquidity. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to our business, financial condition, results of operations or liquidity. Legal costs such as outside counsel fees and expenses are charged to selling, general and administrative expenses in the period incurred.
For additional information regarding the April 2026 complaint filed against Teleflex related to our acquisition of Palette, see Note 15, Subsequent events.
Other: In 2015, the Italian parliament enacted legislation that, among other things, imposed a “payback” measure on medical device companies that supply goods and services to the Italian National Healthcare System. Under the measure, companies are required to make payments to the Italian government if medical device expenditures in a given year exceed regional expenditure ceilings established for that year. The payment amounts are calculated based on the amount by which the regional ceilings for the given year were exceeded. In response to decrees issued by the Italian Ministry of Health, the various Italian regions issued invoices to medical device companies, including Teleflex, under the payback measure in the fourth quarter of 2022 seeking payment with
19
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
respect to excess expenditures for the years 2015 through 2018. Following the issuance of the invoices, we and numerous other medical device companies filed appeals with the Italian administrative courts challenging the enforceability of the payback measure, primarily on the basis that the law was unconstitutional. The Italian administrative courts referred the question regarding the constitutionality of the law to the Italian Constitutional Court, which in July 2024, issued a ruling upholding the law as constitutional. In August 2025, the Italian parliament enacted a modification to the previously enacted legislation that reduced the payment amounts due from the affected companies, including Teleflex, to approximately 25 % of the amounts originally invoiced for the years 2015 through 2018. Payment of the reduced amount precludes the pursuit of further legal action related to the obligation to pay the amounts relating to such years. Following the modification in legislation in 2025, we remitted payments to the related regions to settle obligations for the years 2015 through 2018 and recorded an adjustment to our reserve calculations for the years 2019 through 2025. As of March 31, 2026, our reserve related to this matter was $20.4 million.
As part of our acquisition of Palette in 2023, the assets of which are included within the Strategic Divestitures, we identified certain foreign tax liabilities that had not been properly recognized and paid by Palette prior to our acquisition. We will retain these liabilities following the Strategic Divestitures. As part of our acquisition accounting, we have established a liability of $4.6 million, representing our best estimate of the outstanding tax liabilities including interest as of March 31, 2026. In February 2024, we requested the relevant foreign tax authority to reassess Palette’s previously filed tax returns for the related periods. In April 2025, we received a notice from the tax authority indicating our request may be subject to challenge. In October 2025, we received a decision denying our request for reassessment. We strongly disagree with the tax authority’s decision and in December 2025, we renewed our reassessment request. In November 2025, we received a notice of audit from the foreign tax authority for tax years 2023 and 2024, which years are not part of the reassessment request. We are working with the tax authority to resolve the matter and intend to defend the position stated in our reassessment requests vigorously. If we are unsuccessful in resolving the matter with the tax authority, we may be required to pay an amount in excess of our current established liability, which could be material.
Tax audits and examinations: We are routinely subject to tax examinations by various tax authorities. As of March 31, 2026, the most significant tax examinations in process were in Germany, the United States and Sweden. We may establish reserves with respect to our uncertain tax positions, after we adjust the reserves to address developments with respect to our uncertain tax positions, including developments in these tax examinations. Accordingly, developments in tax audits and examinations, including resolution of uncertain tax positions, could result in increases or decreases to our recorded tax liabilities, which could impact our financial results.
Note 14 — Segment information
An operating segment is a component (a) that engages in business activities from which it may earn revenues and incur expenses, (b) whose operating results are regularly reviewed by the chief operating decision maker (in our case, our Interim President and Chief Executive Officer) to make decisions about resources to be allocated to the segment and to assess its performance, and (c) for which discrete financial information is available. The chief operating decision maker utilizes segment operating profit to evaluate operating expenses through a comparison of budget to actual results as well as an analysis of operating expenses as a percentage of revenue. We do not evaluate our operating segments using discrete asset information.
We have three reportable segments: Americas, EMEA (Europe, the Middle East and Africa) and Asia (Asia Pacific). Our reportable segments primarily design, manufacture and distribute medical devices primarily used in critical care and surgical applications and generally serve hospitals and healthcare providers. The products of these segments are most widely used in high-acuity emergent procedures and in general and specialty surgical applications.
20
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The following tables present our segment results for the three months ended March 31, 2026 and March 30, 2025:
| Three Months Ended March 31, 2026 | |||||||||||||||||||||||
| Americas | EMEA | Asia | Segment Total | ||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||
Cost of goods sold | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
Segment operating profit (1) | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended March 30, 2025 | |||||||||||||||||||||||
| Americas | EMEA | Asia | Segment Total | ||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||
Cost of goods sold | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
Segment operating profit (1) | $ | $ | $ | $ | |||||||||||||||||||
(1)Segment operating profit represents income from continuing operations before interest, loss on extinguishment of debt and taxes adjusted to exclude unallocated corporate expenses, manufacturing variances other than fixed manufacturing cost absorption variances, restructuring charges, separation costs and impairment charges. See reconciliation of segment operating profit measures for further details.
| Three Months Ended | |||||||||||||||||||||||
| March 31, 2026 | March 30, 2025 | ||||||||||||||||||||||
Reconciliation of segment operating profit measure | |||||||||||||||||||||||
| Segment operating profit | $ | $ | |||||||||||||||||||||
Other unallocated expenses (1) | |||||||||||||||||||||||
Restructuring charges, separation costs and other impairment charges | |||||||||||||||||||||||
Income from continuing operations before interest and taxes | $ | $ | |||||||||||||||||||||
(1)Other unallocated expenses include expenses within costs of goods sold, research and development and selling, general and administrative costs and primarily consist of manufacturing variances other than fixed manufacturing cost absorption variances and unallocated corporate function expenses.
| Three Months Ended | |||||||||||||||||||||||
Depreciation and amortization | March 31, 2026 | March 30, 2025 | |||||||||||||||||||||
| Americas | $ | $ | |||||||||||||||||||||
| EMEA | |||||||||||||||||||||||
| Asia | |||||||||||||||||||||||
Corporate (1) | |||||||||||||||||||||||
| Consolidated depreciation and amortization | $ | $ | |||||||||||||||||||||
(1)Reflects depreciation and amortization included within other allocated expenses per reconciliation of segment operating profit measure.
Note 15 — Subsequent events
Litigation settlement
On April 6, 2026, we entered into a settlement agreement with another medical device company to resolve a litigation matter involving alleged infringement of patents held by Teleflex. Pursuant to the terms of the agreement, we subsequently received $25.0 million in monetary consideration. The settlement fully resolves the litigation, with no admission of liability by Teleflex or any other party.
21
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Leadership updates
On April 9, 2026, we announced that Stephen Klasko, M.D. and John Heinmiller will conclude their respective Board terms at the Annual Meeting, and the nomination of Michael J. Tokich to the Board of Directors. In connection with Dr. Klasko’s departure, Andrew A. Krakauer, a current independent director and chair of the Board's Compensation Committee, has been named Chairman of the Board, effective following the Annual Meeting.
On April 30, 2026, we announced that Jason Weidman has been appointed President and Chief Executive Officer, effective June 8, 2026. He will succeed Stuart Randle, who has been serving as Interim President and CEO since January 2026 and who will continue as a member of Teleflex’s Board of Directors. Mr. Weidman is expected to join the Teleflex Board when he assumes his role as President and CEO.
Palette commercial litigation matter
On April 29, 2026, a complaint was filed against Teleflex in the Superior Court of the State of Delaware in connection with our 2023 acquisition of Palette. The complaint asserts claims by the former shareholders of Palette for alleged breach of the applicable stock purchase agreement and seeks, among other things, payment of contingent consideration, consisting of Milestone Payments of $46.7 million (refer to Note 10, Fair value measurement, for additional information pertaining to our contingent consideration liabilities, which includes the aforementioned Milestone Payments), as well as damages, interest and attorneys’ fees. The matter involves, in part, disputes regarding indemnification rights over certain tax-related matters and, to the extent of any losses suffered by Teleflex with respect to these matters, Teleflex’s right under the stock purchase agreement to withhold and offset any such losses against the amounts payable as Milestone Payments. We deny any allegations of wrongdoing asserted in this complaint and plan to vigorously defend against these claims. At this time, we are unable to determine whether we will be required to make payment of all or any portion of the Milestone Payments or reasonably estimate a range of possible loss, if any, resulting from this litigation.
22
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Teleflex Incorporated (“we,” “us,” “our" 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. We primarily design, develop, manufacture and supply single-use medical devices used by hospitals and healthcare providers supporting high-acuity emergent procedures. Substantially all of our net revenues come from single-use medical devices. We market and sell our products worldwide through a combination of our direct sales force and distributors. Because our products are used in numerous markets and for a variety of procedures, we are not dependent upon any one end-market or procedure. We are focused on achieving consistent, sustainable and profitable growth by increasing our market share and improving our operating efficiencies.
We evaluate our portfolio of products and businesses on an ongoing basis to ensure alignment with our overall objectives. Based on our evaluation, we may seek to optimize utilization of our facilities through restructuring initiatives designed to further reduce our cost base and enhance our competitive position. In addition, we may continue to explore opportunities to expand the size of our business and improve our margins through a combination of acquisitions and distributor to direct sales conversions, which generally involve our elimination of a distributor from the sales channel, either by acquiring the distributor or terminating the distributor relationship (in some instances, the conversions involve our acquisition or termination of a master distributor and the continued sale of our products through sub-distributors). Our distributor to direct sales conversions are designed to facilitate improved product pricing and more direct access to the end users of our products within the sales channel. Further, we may identify opportunities to expand our margins through strategic divestitures of existing businesses and product lines that no longer meet our objectives.
Recent Strategic Actions
In February 2025, we announced our intention to undertake a strategic transformation of the organization. In accordance with this strategy, on December 9, 2025, we announced that we entered into definitive agreements to sell our Acute Care and Interventional Urology (also referred to as "IU") businesses to Intersurgical® Ltd and our OEM business to Montagu and Kohlberg (collectively referred to as the "Strategic Divestitures"). The combined total consideration from the Strategic Divestitures is $2.0 billion in cash, consisting of expected proceeds of approximately $1.5 billion for our OEM business and $530 million for our Acute Care and IU businesses. Both transactions, which were approved at the same time by our Board of Directors, remain subject to certain closing adjustments, customary regulatory approvals and other closing conditions. We expect the sale of the OEM business to be completed in the third quarter of 2026, while the sale of the Acute Care and IU businesses is expected to be completed in the second half of 2026. We expect to receive net after‑tax proceeds of approximately $1.8 billion upon the completion of both sales. We intend to use the net proceeds primarily to return capital to shareholders through share repurchases and pay down debt.
In connection with the Strategic Divestitures, we have negotiated transition services agreements and other arrangements intended to govern ongoing activities between Teleflex and the respective buyers following the closing dates of the transactions, including interim operating model arrangements and manufacturing and supply services. Although the material terms of these agreements have been substantially determined, they remain subject to finalization and execution. We expect to complete and execute these agreements at the close of each transaction.
The Strategic Divestitures represent a single plan to exit certain product categories that, in aggregate, met accounting requirements to be classified as discontinued operations and held for sale beginning December 31, 2025 and for the subsequent reporting periods. Information provided herein is presented on a continuing operations basis to reflect the impact of the Strategic Divestitures, unless otherwise indicated. For additional information regarding the Strategic Divestitures, refer to Note 5 within the condensed consolidated financial statements included in this report.
Leadership updates
On January 8, 2026, we announced the departure of our former Chairman, President and Chief Executive Officer, Liam J. Kelly, and the appointment of Stuart A. Randle as Interim President and Chief Executive Officer. In connection with Mr. Kelly’s departure as President and Chief Executive Officer, the Board appointed Stephen K. Klasko, M.D., a current independent director who had been serving as our Lead Director, to serve as the independent Chair of the Board. In connection with Mr. Kelly's departure, Mr. Kelly will receive benefits and payments as provided under his employment agreement with the Company dated as of March 31, 2017, and as a result, we recognized $2.5 million in associated severance expense during the first quarter of 2026.
23
On April 9, 2026, we announced that Stephen Klasko, M.D. and John Heinmiller will conclude their respective Board terms at the Annual Meeting, and the nomination of Michael J. Tokich to the Board of Directors. In connection with Dr. Klasko’s departure, Andrew A. Krakauer, a current independent director and chair of the Board's Compensation Committee, has been named Chairman of the Board, effective following the Annual Meeting.
On April 30, 2026, we announced that Jason Weidman has been appointed President and Chief Executive Officer, effective June 8, 2026. He will succeed Stuart Randle, who has been serving as Interim President and CEO since January 2026 and who will continue as a member of Teleflex’s Board of Directors. Mr. Weidman is expected to join the Teleflex Board when he assumes his role as President and CEO.
Litigation settlement
On April 6, 2026, we entered into a settlement agreement with another medical device company to resolve a litigation matter involving alleged infringement of patents held by Teleflex. Pursuant to the terms of the agreement, we subsequently received $25.0 million in monetary consideration. The settlement fully resolves the litigation, with no admission of liability by Teleflex or any other party.
Acquisition of BIOTRONIK Vascular Intervention business
In the third quarter of 2025, we completed the acquisition of substantially all of the Vascular Intervention business of BIOTRONIK SE & Co. KG (the "VI Business") for a net initial cash payment of €704.3 million, or $825.2 million, subject to certain working capital and other customary adjustments. The acquisition adds a broad suite of coronary and peripheral medical devices, such as drug-coated balloons, stents, and balloon catheters, which complements our interventional product portfolio. See Note 4 to the condensed consolidated financial statements included in this report for additional information.
Factors impacting our business
Our global operations are subject to risks associated with international trade policies, including the imposition of tariffs. On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed pursuant to the International Emergency Economic Powers Act (“IEEPA”), which introduced the potential for refunds of previously collected tariffs by the U.S government. Following the decision, the Administration announced new Executive Orders that impose tariffs under alternative statutory authority designed to replace or preserve elements of the prior tariff framework. The availability, timing, and magnitude of any potential refunds of tariffs imposed under IEEPA, as well as the application and impact of tariffs under the new Executive Orders, remain highly uncertain and subject to ongoing legal, regulatory, and administrative developments. Nevertheless, further changes to proposed or enacted tariffs could materially impact our business, including gross margins and cash flows. We continue to evaluate measures designed to mitigate the future impacts of tariffs, such as supply chain optimization strategies and adjustments to chain-of-custody protocols. The ultimate impact of tariffs and trade policy changes on our results of operations and cash flows will depend on several factors, including the timing, scale, scope, and nature of any tariffs or policies implemented, any associated retaliatory measures or further legal challenges.
In addition to risks associated with international trade policies, geopolitical developments during the quarter, including the escalation of conflict in the Middle East, have increased macroeconomic uncertainty. These developments may result in disruptions to global energy supplies, volatility and increases in energy prices, heightened inflationary pressures, and disruptions to global supply chains, any of which could adversely affect our results of operations or financial condition. We continue to monitor these developments and the broader macroeconomic environment and, where appropriate, are taking actions to mitigate potential impacts on our business.
Results of Operations
As used in this discussion, "new products" are products for which commercial sales have commenced within the past 36 months, and “existing products” are products for which commercial sales commenced more than 36 months ago. Discussion of results of operations items that reference the effect of one or more acquired and/or divested businesses or assets (except as noted below with respect to acquired distributors) generally reflects the impact of the acquisitions and/or divestitures within the first 12 months following the date of the acquisition and/or divestiture. In addition to increases and decreases in the per unit selling prices of our products to our customers, our discussion of the impact of product price increases and decreases also reflects the impact on the pricing of our products resulting from the elimination of the distributor, either through acquisition or termination of the distributor, from the sales channel. All of the dollar amounts in the tables are presented in millions unless otherwise noted.
Certain financial information is presented on a rounded basis, which may cause minor differences.
24
Net revenues
| Three Months Ended | |||||||||||||||||||||||
| March 31, 2026 | March 30, 2025 | ||||||||||||||||||||||
| Net revenues | $ | 548.3 | $ | 414.3 | |||||||||||||||||||
Net revenues for the three months ended March 31, 2026 increased $134.0 million, or 32.3%, compared to the prior year period, primarily due to net revenues of $99.1 million generated by the acquired VI Business, increases in sales volumes of existing products and favorable fluctuations in foreign currency exchange rates.
Gross profit
| Three Months Ended | |||||||||||||||||||||||
| March 31, 2026 | March 30, 2025 | ||||||||||||||||||||||
| Gross profit | $ | 307.4 | $ | 255.4 | |||||||||||||||||||
| Percentage of sales | 56.1 | % | 61.7 | % | |||||||||||||||||||
Gross margin for the three months ended March 31, 2026 decreased 560 basis points, or 9.1%, compared to the prior year period, primarily due to the adverse impact from tariffs enacted in 2025, the unfavorable impact from the amortization of the step-up in carrying value of inventory and intangible assets recognized in connection with the VI Business acquisition, an increase in costs for quality remediation and excess and obsolete inventory charges and higher logistics and distribution costs.
Selling, general and administrative
| Three Months Ended | |||||||||||||||||||||||
| March 31, 2026 | March 30, 2025 | ||||||||||||||||||||||
| Selling, general and administrative | $ | 226.0 | $ | 152.9 | |||||||||||||||||||
| Percentage of sales | 41.2 | % | 36.9 | % | |||||||||||||||||||
Selling, general and administrative expenses for the three months ended March 31, 2026 increased $73.1 million compared to the prior year period, which was primarily attributable to operating, integration and amortization expenses associated with the acquired VI Business and the impact of unfavorable fluctuations in foreign currency exchange rates related to operating activities, largely stemming from a benefit recognized in the prior period from non-designated foreign currency forward contracts designed to hedge against the cash consideration for the VI Business. Selling, general and administrative costs in 2026 were also impacted by expenses associated with the Strategic Divestitures restructuring plan and severance expense related to our former CEO.
Research and development
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| March 31, 2026 | March 30, 2025 | ||||||||||||||||||||||||||||||||||
| Research and development | $ | 44.4 | $ | 25.3 | |||||||||||||||||||||||||||||||
| Percentage of sales | 8.1 | % | 6.1 | % | |||||||||||||||||||||||||||||||
Research and development expenses for the three months ended March 31, 2026 increased $19.1 million compared to the prior year period, which was primarily attributable to expenses associated with the acquired VI Business.
Restructuring charges and separation costs
| Three Months Ended | |||||||||||||||||||||||
| March 31, 2026 | March 30, 2025 | ||||||||||||||||||||||
| Restructuring charges, separation costs and impairment charges | $ | 16.8 | $ | 1.4 | |||||||||||||||||||
Restructuring charges, separation costs and impairment charges for the three months ended March 31, 2026 primarily consisted of termination benefits related to the Strategic Divestitures restructuring plan (defined below).
2023 Footprint realignment plan
In 2023, we initiated the "2023 Footprint realignment plan," a restructuring plan primarily involving the relocation of certain manufacturing operations to existing lower-cost locations, the outsourcing of certain manufacturing
25
processes and related workforce reductions. We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the plan of $9 million to $12 million. These actions are expected to be substantially completed by the end of 2027. We expect to achieve annual pretax savings in connection with the 2023 Footprint realignment plan of $2 million to $4 million once the plan is fully implemented.
VI Business integration plan
During the fourth quarter of 2025, we initiated the "VI Business integration plan," a restructuring plan primarily involving the integration of the VI Business into Teleflex, including the realignment of the global sales force and certain administrative functions, related workforce reductions, and the relocation of certain manufacturing operations to existing lower-cost locations. These actions are expected to be substantially completed by the end of 2028. We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the VI Business integration plan of $36 million to $44 million. We expect all the restructuring and restructuring related charges will result in future cash outlays. We expect to achieve annual pre-tax savings of $24 million to $30 million in connection with the VI Business integration plan once it is fully implemented.
Strategic Divestitures restructuring plan
During the first quarter of 2026, in connection with the Strategic Divestitures, we initiated a multi-year restructuring plan intended to align our global organizational structure and supply chain infrastructure amongst our remaining businesses (the "Strategic Divestitures restructuring plan"). The plan is designed to eliminate stranded costs, streamline global operations, and improve our long-term cost structure, primarily through workforce reductions and capital assets rationalization. These actions, some of which we expect to occur upon exit of the transition services agreements and other arrangements negotiated in connection with the Strategic Divestitures, are expected to be substantially completed by mid-2028. We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the plan of $31 million to $37 million. We expect substantially all the restructuring and restructuring related charges to result in future cash outlays, of which an estimated $15 million to $19 million are expected to occur during 2026. We expect to achieve annual pre-tax savings of $48 million to $52 million in connection with the Strategic Divestitures restructuring plan once it is fully implemented and we expect to begin realizing a portion of these plan-related savings in 2026.
For additional information regarding our restructuring plans, see Note 6 to the condensed consolidated financial statements included in this report.
Interest expense
| Three Months Ended | |||||||||||||||||||||||
| March 31, 2026 | March 30, 2025 | ||||||||||||||||||||||
| Interest expense | $ | 25.7 | $ | 18.5 | |||||||||||||||||||
| Average interest rate on debt | 3.5 | % | 4.2 | % | |||||||||||||||||||
The increases in interest expense for the three months ended March 31, 2026 compared to the prior year periods were primarily due to an increase in the average outstanding debt balance stemming from borrowings utilized to fund the VI Business acquisition, partially offset by a lower average interest rate resulting from decreases in interest rates associated with our variable interest rate debt instruments.
Taxes on income from continuing operations
| Three Months Ended | |||||||||||||||||||||||
| March 31, 2026 | March 30, 2025 | ||||||||||||||||||||||
Effective income tax rate (1) | (26.4) | % | 10.9 | % | |||||||||||||||||||
(1) For the quarters ended March 31, 2026 and March 30, 2025, the effective income tax rate represents income tax expense.
The effective income tax rates for the three months ended March 31, 2026 reflects income tax benefits associated with the Strategic Divestitures restructuring plan and the VI Business integration plan. Additionally, the effective income tax rate for the three months ended March 31, 2026 reflects a net cost related to share-based compensation. The effective income tax rate for the three months ended March 30, 2025 reflects a non-taxable favorable adjustment incurred in relation to foreign currency exchange rates, largely stemming from non-designated foreign currency forward contracts designed to hedge against the cash consideration for the VI Business acquisition. The effective income tax rates for both periods reflect a tax benefit from research and development tax credits.
26
Discontinued operations
| Three Months Ended | |||||||||||||||||||||||
| March 31, 2026 | March 30, 2025 | ||||||||||||||||||||||
| (Loss) income from discontinued operations | $ | (3.3) | $ | 42.7 | |||||||||||||||||||
Income from discontinued operations for the three months ended March 31, 2026 decreased $46.0 million compared to the prior year period, primarily due to increases in separation costs related to the Strategic Divestitures and a valuation allowance adjustment recorded in the first quarter of 2026. For additional information, see Note 5 to the condensed consolidated financial statements included in this report.
Segment Financial Information
| Segment net revenues | |||||||||||||||||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| March 31, 2026 | March 30, 2025 | % Increase/(Decrease) | |||||||||||||||||||||||||||||||||
| Americas | $ | 332.7 | $ | 289.8 | 14.8 | ||||||||||||||||||||||||||||||
| EMEA | 146.7 | 82.6 | 77.5 | ||||||||||||||||||||||||||||||||
| Asia | 68.9 | 41.9 | 64.5 | ||||||||||||||||||||||||||||||||
| Segment net revenues | $ | 548.3 | $ | 414.3 | 32.3 | ||||||||||||||||||||||||||||||
| Segment operating profit | |||||||||||||||||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| March 31, 2026 | March 30, 2025 | % Increase/(Decrease) | |||||||||||||||||||||||||||||||||
| Americas | $ | 130.5 | $ | 117.4 | 11.1 | ||||||||||||||||||||||||||||||
| EMEA | 12.2 | 13.4 | (8.4) | ||||||||||||||||||||||||||||||||
| Asia | 15.8 | 4.5 | 246.6 | ||||||||||||||||||||||||||||||||
Segment operating profit (1) | $ | 158.5 | $ | 135.3 | 17.1 | ||||||||||||||||||||||||||||||
(1)See Note 14 to the condensed consolidated financial statements included in this report for a reconciliation of segment operating profit to our condensed consolidated income from continuing operations before interest and taxes.
Comparison of the three months ended March 31, 2026 and March 30, 2025
Americas
Americas net revenues for the three months ended March 31, 2026 increased $42.9 million, or 14.8%, compared to the prior year period, which was primarily attributable to net revenues of $23.1 million generated by the acquired VI Business and an $11.9 million increase in sales volumes of existing products.
Americas operating profit for the three months ended March 31, 2026 increased $13.1 million, or 11.1%, compared to the prior year period, which was primarily attributable to an increase in gross profit resulting from higher sales, including revenue generated by the acquired VI Business, partially offset by higher operating and integration costs of the acquired business, and, to a lesser extent, increases in sales expenses associated with our legacy businesses to support higher sales.
EMEA
EMEA net revenues for the three months ended March 31, 2026 increased $64.1 million, or 77.5%, compared to the prior year period, which was primarily attributable to net revenues of $50.1 million generated by the acquired VI Business and $9.0 million of favorable fluctuations in foreign currency exchange rates.
EMEA operating profit for the three months ended March 31, 2026 decreased $1.2 million, or 8.4%, compared to the prior year period, which was primarily attributable to an increase in operating expenses, largely from operating, integration and amortization expenses associated with the acquired VI Business and unfavorable fluctuations in foreign currency exchange rates. The decreases in operating profit were partially offset by an increase in gross profit resulting from higher sales generated by the acquired VI Business, despite an unfavorable impact from the amortization of the step-up in carrying value of inventory related to the VI Business acquisition, as well as lower manufacturing costs associated with our legacy businesses.
27
Asia
Asia net revenues for the three months ended March 31, 2026 increased $27.0 million, or 64.5%, compared to the prior year period, which was primarily attributable to net revenues of $25.8 million generated by the acquired VI Business.
Asia operating profit for the three months ended March 31, 2026 increased $11.3 million, or 246.6%, compared to the prior year period, which was primarily attributable to an increase in gross profit resulting from higher sales generated by the acquired VI Business, partially offset by higher operating, integration and amortization expenses associated with the acquired VI Business.
Liquidity and Capital Resources
We believe our cash flow from operations, available cash and cash equivalents and borrowings under our revolving credit facility (which is provided for under our Senior Credit Facility (the "Credit Agreement")) and accounts receivable securitization facility will enable us to fund our operating requirements, capital expenditures and debt obligations for the next 12 months and the foreseeable future. We have net cash provided by United States based operating activities as well as non-United States sources of cash available to help fund our debt service requirements in the United States. We manage our worldwide cash requirements by monitoring the funds available among our subsidiaries and determining the extent to which we can access those funds on a cost effective basis.
We expect to refinance our Senior Credit Facility prior to maturity. However, there can be no assurance that such refinancing will be completed on terms acceptable to us, or at all.
On September 30, 2025, we executed cross-currency swap agreements with five different financial institution counterparties to hedge against the effect of variability in the U.S. dollar to euro exchange rate (the "September 2025 Cross-currency swap agreements"). Under the September 2025 Cross-currency swap agreements, we have notionally exchanged $500 million at an annual interest rate of 4.63% for €474.7 million at an annual interest rate of 2.77%. On March 4, 2026, the agreements related to our September 2025 Cross-currency swap matured resulting in a net cash settlement payment of $53.5 million, inclusive of interest proceeds. Concurrently, on March 4, 2026, we executed two separate cross-currency swap agreements set to mature on March 3, 2028, respectively, to hedge against the effect of variability in the U.S. dollar to euro exchange rate (the "2026 Cross-currency swap agreements"). Each of the 2026 Cross-currency swap agreements had a notional amount of $50 million and was designated as a net investment hedge. The 2026 Cross-currency swap agreements include two different financial institution counterparties and notionally exchanged $100 million for €85.4 million, reflecting an average annual interest rate benefit of 1.21%.
On December 9, 2025, the Board of Directors authorized a share repurchase program for up to $1 billion of our common stock. The timing, price and actual number of shares of common stock that may be repurchased under the share repurchase authorization will depend on a variety of factors, including price, market conditions and corporate and regulatory requirements. The repurchases may occur in open market transactions, transactions structured through investment banking institutions, in privately negotiated transactions, by direct purchases of common stock or a combination of the foregoing, and the timing and amount of stock repurchased will depend on market and business conditions, applicable legal and credit requirements and other corporate considerations. The authorization of the repurchase program does not constitute a binding obligation to acquire any specific amount of common stock, and the repurchase program may be suspended or discontinued at any time. As of March 31, 2026, we had the full amount remaining available under the authorization.
Cash Flows from continuing operations
Net cash provided by operating activities from continuing operations was $46.7 million for the three months ended March 31, 2026 as compared to $27.7 million for the three months ended March 30, 2025. The $19.0 million increase was primarily attributable to favorable changes in working capital, partially offset by unfavorable operating results. The favorable changes in working capital were primarily attributable to a decrease in cash outflows from inventories as we moderate our inventory levels and an increase in accounts payable and accrued expenses stemming from lower employee related benefit and compensation payments.
Net cash used in investing activities from continuing operations was $74.8 million for the three months ended March 31, 2026, and primarily consisted of $53.5 million in net payments on swaps designated as net investment hedges and $18.8 million of capital expenditures.
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Net cash used in financing activities from continuing operations was $45.0 million for the three months ended March 31, 2026, and primarily consisted of a $25.3 million reduction in borrowings under our Senior Credit Facility and $15.1 million in dividend payments.
Cash Flows from discontinued operations
Net cash used in discontinued operations was $6.9 million for the three months ended March 31, 2026, compared to net cash provided by discontinued operations of $39.5 million for the three months ended March 30, 2025. The $46.4 million decrease was primarily attributable to unfavorable operating results stemming from higher separation costs related to the Strategic Divestitures.
Borrowings
The indentures governing our 4.625% Senior Notes due 2027 (the “2027 Notes”) and 4.25% Senior Notes due 2028 (the "2028 Notes") contain covenants that, among other things and subject to certain exceptions, limit or restrict our ability, and the ability of our subsidiaries, to create liens; consolidate, merge or dispose of certain assets; and enter into sale leaseback transactions. As of March 31, 2026, we were in compliance with these requirements.
The obligations under the Credit Agreement, the 2027 Notes and the 2028 Notes are guaranteed (subject to certain exceptions) by substantially all of our material domestic subsidiaries, and the obligations under the Credit Agreement are (subject to certain exceptions and limitations) secured by a lien on substantially all of the assets owned by us and each guarantor.
Summarized Financial Information – Obligor Group
The 2027 Notes are issued by Teleflex Incorporated (the “Parent Company”), and payment of the Parent Company's obligations under the Senior Notes is guaranteed, jointly and severally, by an enumerated group of the Parent Company’s subsidiaries (each, a “Guarantor Subsidiary” and collectively, the “Guarantor Subsidiaries”). The guarantees are full and unconditional, subject to certain customary release provisions. Each Guarantor Subsidiary is directly or indirectly 100% owned by the Parent Company. Summarized financial information for the Parent and Guarantor Subsidiaries (collectively, the “Obligor Group”) as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 is as follows:
| Three Months Ended | ||||||||||||||||||||
| March 31, 2026 | ||||||||||||||||||||
| Obligor Group | Intercompany | Obligor Group (excluding Intercompany) | ||||||||||||||||||
| Net revenue | $ | 531.7 | $ | 68.0 | $ | 463.7 | ||||||||||||||
| Cost of goods sold | 349.7 | 54.0 | 295.7 | |||||||||||||||||
| Gross profit | 182.0 | 14.0 | 168.0 | |||||||||||||||||
| Income (loss) from continuing operations | (25.2) | 55.4 | (80.6) | |||||||||||||||||
| Net income (loss) | (25.3) | 55.4 | (80.7) | |||||||||||||||||
| March 31, 2026 | December 31, 2025 (1) | |||||||||||||||||||||||||||||||||||||
| Obligor Group | Intercompany | Obligor Group (excluding Intercompany) | Obligor Group | Intercompany | Obligor Group (excluding Intercompany) | |||||||||||||||||||||||||||||||||
| Total current assets | $ | 1,124.6 | $ | 227.9 | $ | 896.7 | $ | 1,171.0 | $ | 196.2 | $ | 974.8 | ||||||||||||||||||||||||||
| Total assets | 2,771.9 | 324.9 | 2,447.0 | 2,831.2 | 286.0 | 2,545.2 | ||||||||||||||||||||||||||||||||
| Total current liabilities | 1,219.4 | 878.8 | 340.6 | 1,158.6 | 782.8 | 375.8 | ||||||||||||||||||||||||||||||||
| Total liabilities | 4,193.5 | 1,093.7 | 3,099.8 | 4,223.7 | 990.3 | 3,233.4 | ||||||||||||||||||||||||||||||||
(1)During the first quarter of 2026, certain existing subsidiaries were designated as Guarantor Subsidiaries and as a result, we recast the prior period comparative summarized financial information.
The same accounting policies as described in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 are used by the Parent Company and each of its subsidiaries in connection with the summarized financial information presented above. The Intercompany column in the table above represents transactions between and among the Obligor Group and non-guarantor subsidiaries (i.e. those subsidiaries of the Parent Company that have not guaranteed payment of the Senior Notes). Obligor
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investments in non-guarantor subsidiaries and any related activity are excluded from the financial information presented above.
Critical Accounting Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from the amounts derived from those estimates and assumptions.
In our Annual Report on Form 10-K for the year ended December 31, 2025, we provided disclosure regarding our critical accounting estimates, which are reflective of significant judgments and uncertainties, are important to the presentation of our financial condition and results of operations and could potentially result in materially different results under different assumptions and conditions.
New Accounting Standards
See Note 2 to the condensed consolidated financial statements included in this report for a discussion of recently issued accounting guidance, including estimated effects, if any, of the adoption of the guidance on our financial statements.
Forward-Looking Statements
All statements made in this Quarterly Report on Form 10-Q, other than statements of historical fact, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “will,” “would,” “should,” “guidance,” “potential,” “continue,” “project,” “forecast,” “confident,” “prospects” and similar expressions typically are used to identify forward-looking statements. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about our business and the industry and markets in which we operate. These statements are not guarantees of future performance and are subject to risks and uncertainties, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied by these forward-looking statements due to a number of factors, including changes in business relationships with and purchases by or from major customers or suppliers; delays or cancellations in shipments; demand for and market acceptance of new and existing products; the impact of inflation and disruptions in our global supply chain on us and our suppliers (particularly sole-source suppliers and providers of sterilization services), including fluctuations in the cost and availability of resins and other raw materials, as well as certain components, used in the production or sterilization of our products, transportation constraints and delays, product shortages, energy shortages or increased energy costs, labor shortages in the United States and elsewhere, and increased operating and labor costs; our inability to integrate acquired businesses into our operations, realize planned synergies and operate such businesses profitably in accordance with our expectations; our ability to manage our ongoing CEO transition; risks relating to the activities of activist stockholders; our inability to effectively execute our restructuring programs; our inability to realize anticipated savings resulting from restructuring plans and programs; the impact of enacted healthcare reform legislation and proposals to amend, replace or repeal the legislation; changes in Medicare, Medicaid and third party coverage and reimbursements; the impact of tax legislation and related regulations; competitive market conditions and resulting effects on revenues and pricing; global economic factors, including currency exchange rates, interest rates, trade disputes, the implementation or threatened implementation of tariffs, sovereign debt issues, and international conflicts and hostilities, such as the ongoing conflicts between Russia and Ukraine and the recent conflict involving the US, Israel, and Iran in the Middle East; public health epidemics and pandemics; difficulties entering new markets; and general economic conditions. For a further discussion of the risks relating to our business, see Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2025. We expressly disclaim any obligation to update these forward-looking statements, except as otherwise explicitly stated by us or as required by law or regulation.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to the information set forth in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
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Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report are functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
(b) Change in Internal Control over Financial Reporting
No changes in our internal control over financial reporting occurred during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We are party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims include actions involving product liability and product warranty, intellectual property, contracts, employment and environmental matters. As of March 31, 2026 and December 31, 2025, we had accrued liabilities of $1.0 million and $0.3 million in connection with these matters, representing our best estimate of the cost within the range of estimated possible loss that will be incurred to resolve these matters. Amounts accrued for legal contingencies are often determined based on a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions, including as to the timing of related payments. The ability to make such estimates and judgments can be affected by various factors including whether, among other things, damages sought in the proceedings are unsubstantiated or indeterminate; scientific and legal discovery has commenced or is complete; proceedings are in early stages; matters present legal uncertainties; there are significant facts in dispute, or procedural or jurisdictional issues; there is uncertainty or unpredictability regarding the number of potential claims; there is the potential to achieve comprehensive multi-party settlements; there is complexity regarding related cross-claims and counterclaims; and/or there are numerous parties involved. To the extent adverse awards, judgments or verdicts have been rendered against us, we do not record an accrual until a loss is determined to be probable and can be reasonably estimated.
Based on information currently available, advice of counsel, established reserves and other resources, we do not believe that any such actions are likely to be, individually or in the aggregate, material to our business, financial condition, results of operations or cash flows. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to our business, financial condition, results of operations or cash flows.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025, including Part I, Item 1A thereof, you should carefully consider the following factor which could have a material adverse effect on our business, financial condition, results of operations, cash flows or stock price. Other than the risk set forth below, there have been no significant changes in risk factors for the quarter ended March 31, 2026. The risk set forth below and those set forth in the Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also adversely affect our business, financial condition, results of operations or stock price.
Our business could be negatively affected as a result of actions by or proposals from activist stockholders, and such activism could impact the trading value of our securities and adversely affect us.
Publicly traded companies have increasingly become subject to campaigns by activist investors advocating corporate actions such as governance changes, financial restructurings, sales of assets and changes to executive and director compensation. On March 27, 2026, Irenic Capital Management L.P. (“Irenic”) issued a press release advocating changes to the composition of our board of directors as well as the engagement of independent advisors in order to facilitate an evaluation of strategic alternatives for our company. In addition to Irenic’s activity, we may be subject to other actions by or proposals from activist stockholders or others that may not align with our business strategies or the interests of our other stockholders. Responding to these actions or proposals can be costly and time consuming, disrupt our business and operations, and divert the attention of our Board of Directors, management and employees. For example, we have been and may continue to retain the services of various professionals to advise us on stockholder activism matters, including legal, financial and communications advisers, the costs of which may negatively impact our future financial results. Activist stockholders may create perceived uncertainties as to our future direction which may be exploited by our competitors and may make it more difficult to attract and retain qualified personnel and potential customers and partners and may affect our relationships with current customers, partners, vendors, investors, and other third parties. In addition, actions of activist stockholders may cause periods of fluctuation in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
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Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the quarter ended March 31, 2026, none of our directors or executive officers entered into terminated
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this report:
| Exhibit No. | Description | ||||||||||||||||
10.1 | — | ||||||||||||||||
10.2 | — | ||||||||||||||||
*22 | — | ||||||||||||||||
31.1 | — | ||||||||||||||||
31.2 | — | ||||||||||||||||
32.1 | — | ||||||||||||||||
32.2 | — | ||||||||||||||||
101.1 | — | The following materials from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in inline XBRL (eXtensible Business Reporting Language): (i) Cover Page; (ii) the Condensed Consolidated Statements of Income for the three months ended March 31, 2026 and March 30, 2025; (iii) the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and March 30, 2025; (iv) the Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025; (v) the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and March 30, 2025; (vi) the Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2026 and March 30, 2025; and (vii) Notes to Condensed Consolidated Financial Statements. | |||||||||||||||
104.1 | — | The cover page of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in inline XBRL (included in Exhibit 101.1). | |||||||||||||||
____________________________________
*Incorporated by reference.
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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, thereunto duly authorized.
| TELEFLEX INCORPORATED | ||||||||||||||
| By: | /s/ Stuart A. Randle | |||||||||||||
Stuart A. Randle Interim President and Chief Executive Officer (Principal Executive Officer) | ||||||||||||||
| By: | /s/ John R. Deren | |||||||||||||
John R. Deren Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||||||||||
Dated: May 7, 2026
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Exhibit 10.1
SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release (this “Agreement”) is entered into as of January 23, 2026 by and between Liam Kelly (“Executive”) and Teleflex Incorporated together with its subsidiaries and affiliates (together, the “Company” and collectively with Executive, the “Parties”).
WHEREAS, Executive is currently employed by the Company;
WHEREAS, the Company and Executive have previously entered into the Senior Executive Officer Severance Agreement, dated March 31, 2017 (the “Executive Severance Agreement”);
WHEREAS, Executive received a Notice of Termination from the Company on January 7, 2026 (the “Transition Date”);
WHEREAS, Executive ceased to be the Company’s President and Chief Executive Officer on the Transition Date;
WHEREAS, Executive and the Company wish to ensure the orderly transition of Executive’s duties and responsibilities in connection with his separation;
WHEREAS, Executive’s last day of employment with the Company will be March 31, 2026 (the “Separation Date”); and
WHEREAS, Executive and the Company have voluntarily entered into this Agreement, which sets forth their complete understanding regarding Executive’s transition and separation from employment with the Company.
NOW, THEREFORE, in consideration of the mutual promises, benefits and covenants herein contained, the Company and Executive hereby agree as follows:
1.Executive’s Transition and Separation Date:
a.As of the Transition Date, Executive ceased to be the Company’s President and Chief Executive Officer, and, as of the date of this Agreement, Executive resigned from his position on the Board of Directors of the Company and resigned from every other office, directorship or other position held with the Company or any of its affiliates, except remaining an employee of the Company. Executive shall execute resignation letters or other documents reasonably requested by the Company to memorialize the foregoing. From the Transition Date through the Separation Date (inclusive of such dates, the “Transition Period”), Executive will remain an employee of the Company in an advisory position, providing transition services to the Company as reasonably requested by the Company. Any services requested by the Company shall be conducted in a professional manner and in accordance with the Company’s policies applicable to employees. Executive will not commence other employment or engage in any business activity other than at the Company’s request during the Transition Period. It is expressly acknowledged and agreed that during the Transition Period, Executive’s employment with the
Company may only be terminated by the Company for Cause (as defined in the Executive Severance Agreement).
b.If, during the Transition Period, Executive resigns his employment, Executive will forfeit the compensation, benefits and vesting of equity provided under Section 2.a for the remainder of the Transition Period and the “Separation Date” for the purposes of this Agreement shall be the last day of Executive’s employment with the Company.
c.Executive acknowledges that the Company previously provided and Executive received a Notice of Termination (as defined in the Executive Severance Agreement) that meets all required elements thereof, and no further Notice of Termination is due to Executive.
2.Compensation During Transition Period and Separation Benefits:
a.Transition Compensation and Benefits. Provided that Executive timely executes and does not revoke this Agreement and subject to compliance with Section 5, during the Transition Period, Executive will continue to: (i) receive his base salary as in effect on the Transition Date (“Base Salary”), paid in accordance with the Company’s payroll cycle; (ii) be eligible to participate in all health and welfare benefit plans in which Executive is enrolled as of the Transition Date; (iii) be eligible to participate in the Teleflex 401(k) Savings Plan and contribute to such plan in accordance with the terms thereof; (iv) receive payment of any bonus payable pursuant to the Company’s Annual Incentive Plan in respect of the 2025 performance period (which, for the avoidance of doubt, shall be calculated on the same basis and paid at the same percentage of target with respect to corporate financial metrics for Executive as for other executive officers of the Company participating in such plan for such performance period) (a “2025 Bonus”) to the extent scheduled to be paid during the Transition Period; and (v) vest and settle in all equity awards granted to Executive by the Company (“Equity Awards”) that are scheduled to vest during the Transition Period. Except as otherwise provided herein, all other Company-sponsored benefits will cease as of the Transition Date. Subject to the limitations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), during the Transition Period, Executive shall not be eligible to contribute to the Teleflex Incorporated Deferred Compensation Plan and shall not be eligible for any new equity grants or awards. Executive’s final paycheck will include all unpaid wages up to and including the Separation Date. The payment of any accrued or unused paid time-off benefits will be subject to Company policy.
b.Separation Compensation and Benefits. Provided that Executive timely executes and does not revoke this Agreement and the Second Release attached to this Agreement and subject to Executive’s continued compliance with the terms of this Agreement (including Section 5), upon the Separation Date, Executive shall be eligible to receive as additional separation consideration, certain cash payments and benefits (collectively, the “Separation Benefits”), as follows:
(i)to the extent unpaid as of the Separation Date, any 2025 Bonus, paid in a single lump sum cash payment on the date in calendar year 2026 paid to other participants receiving a 2025 Bonus;
(ii)continued payment of Base Salary for a period of 24 months after the Separation Date (the “Severance Period”), payable as follows: (A) a lump sum cash payment equal to 7/12ths of the Base Salary payable on the first day of the seventh month beginning after the Separation Date (the “Commencement Date”), and (B) each month thereafter during the Severance Period, an amount equal to 1/12th of the Base Salary, paid in accordance with the Company’s payroll cycle;
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(iii)a monthly cash vehicle allowance during the Severance Period equal to the amount provided to the Executive immediately prior to the Separation Date (the “Monthly Vehicle Allowance”), payable as follows: (A) a lump sum cash payment equal to seven times the Monthly Vehicle Allowance, paid on the Commencement Date, and (B) a lump sum cash payment equal to the Monthly Vehicle Allowance of the first day of each month thereafter during the Severance Period;
(iv)a lump sum payment of $20,000 in lieu of outplacement services, payable on the Commencement Date;
(v)coverage under the Company’s group health plan for Executive and Executive’s spouse and eligible dependents on the same basis as if Executive had continued to be employed during the Severance Period, or until Executive is eligible as the primary insured to participate in a group health plan maintained by another employer, if earlier than the end of the Severance Period (the “Health Plan Continuation Period”); provided, that if such continued coverage results in a violation of Section 105(h) of the Code, the continuation coverage will be on an after-tax basis with the portion of the monthly cost of coverage paid by the Company being additional taxable income to Executive (the “Health Plan Continuation Payment”). Notwithstanding the foregoing, if Executive and Executive’s spouse and eligible dependents are not eligible to continue coverage under the Company’s group health plan during the Health Plan Continuation Period, the Company will pay Executive on the last day of each month during the Health Plan Continuation Period (or balance thereof) a cash lump sum amount based on the cost for Executive to acquire health insurance coverage from commercial sources that is reasonably comparable to the group health plan coverage Executive last elected as an employee of the Company for Executive and Executive’s spouse and eligible dependents under the Company’s group health plan, where the net monthly payment after taxes are withheld will equal the premium cost paid by Executive for that month’s coverage determined in accordance with the Company’s policy then in effect on employer-cost sharing (the “Additional Health Plan Continuation Payment”). Notwithstanding anything to the contrary herein, the first Health Plan Continuation Payment and the first Additional Health Plan Continuation Payment will be paid on the Commencement Date and will include the amounts that would have otherwise been paid for each month during the Health Plan Continuation Period prior to the Commencement Date (without interest); and
(vi)subject to the terms, limitations and exclusions of the Company’s group life and accident insurance plans and the related policies of group insurance, during the Severance Period or, if earlier, until Executive is eligible to participate in a group life or accident insurance plan maintained by another employer (the “Insurance Benefits Continuation Period”), (A) the Company will provide life and accident and insurance coverage for Executive comparable to the life and accident insurance coverage that Executive last elected to receive as an employee under the Company’s applicable life and accident insurance plan, subject to modifications from time to time of the coverage available under such plan or related insurance policies that are generally applicable to the Company’s executive officers, (B) during the period from the Separation Date through the Commencement Date, Executive shall pay the entire cost of premiums for such life and accident insurance coverage, and (C) on the Commencement Date, the Company will reimburse Executive for the Company’s share (determined in accordance with the next sentence) of any premiums paid by Executive for such life and accident
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insurance coverage during the period from the Separation Date to the Commencement Date. The cost of providing such insurance coverage will be borne by the Company and Executive in accordance with the Company’s policy then in effect for employee participation in premiums, on substantially the same terms as would be applicable to an executive officer of the Company. Following the Commencement Date and during the remainder of the Insurance Benefits Continuation Period, the Company shall pay its share of such premiums to the applicable insurance carrier(s) on the due date(s) established by such carrier(s), but in no event later than the last day of the calendar year in which such due date(s) occurs.
All of Executive’s Equity Awards that are outstanding as of the Separation Date shall be subject to the terms of the applicable award agreement pursuant to which such Equity Awards were granted. For the sake of clarity, Executive has attained age 55 and at least five years of service with the Company for purposes of his Equity Awards. All payments made or required to be made by the Company under this Agreement to Executive shall be less required deductions and withholdings. This Agreement provides for the full and exclusive payments and benefits due to Executive after the date hereof.
3.General Release:
a.In consideration of the payments to be made and the benefits to be provided to Executive under this Agreement and conditioned upon such payments and provisions, Executive does hereby REMISE, RELEASE, AND FOREVER DISCHARGE the Company and each of its past or present subsidiaries and affiliates, its and their past or present officers, directors, stockholders, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company, or of its past or present subsidiaries or affiliates, and the past or present trustees, administrators, agents, or employees of the pension and employee benefit plans (collectively included within the term the “Company” for purposes of this Section 3), acting in any capacity whatsoever, of and from any and all manner of actions and causes of action, suits, debts, claims and demands whatsoever in law or in equity, which Executive ever had, now has, or hereafter may have, or which Executive’s heirs, executors or administrators hereafter may have, by reason of any matter, cause or thing whatsoever from the beginning of my employment with the Company to the date of these presents and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship and the termination of my employment relationship with the Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future under any federal, state or local laws, including any claims under the Pennsylvania Human Relations Act, 43 Pa. C.S.A. §§951 et. seq., the Rehabilitation Act of 1973, 29 USC §§ 701 et seq., Title VII of the Civil Rights Act of 1964, 42 USC §§ 2000e et seq., the Civil Rights Act of 1991, 2 USC §§ 60 et seq., as applicable, the Age Discrimination in Employment Act of 1967, 29 USC §§ 621 et seq., the Americans with Disabilities Act, 29 USC §§ 706 et seq., and the Employee Retirement Income Security Act of 1974, 29 USC §§ 301 et seq., all as amended, any contracts between the Company and Executive and any common law claims now or hereafter recognized and all claims for personal injuries, counsel fees and costs; provided, however, that this Release shall not apply to any entitlements under the terms of this Agreement or under any other plans or programs of the Company in which Executive participated and under which Executive has accrued and become entitled to a benefit (including indemnification and/or reimbursement to the extent provided under the Company’s Certificate of Incorporation, bylaws or applicable insurance policies) based on Executive’s actual service with the Company other than under any Company separation or severance plan or programs.
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b.Subject to the limitations of Section 3.a, Executive expressly waives all rights afforded by any statute which expressly limits the effect of a release with respect to unknown claims. Executive understands the significance of this release of unknown claims and the waiver of statutory protection against a release of unknown claims.
c.Executive hereby agrees and recognizes that Executive has resigned from Executive’s position as a member of the Board of Directors of the Company, as well as its subsidiaries and affiliates, on the date of this Agreement. The Company has no obligation, contractual or otherwise to Executive to hire, rehire or reemploy Executive in the future. Executive acknowledges that the terms of this Agreement provide Executive with payments and benefits which are in addition to any amounts to which Executive otherwise would have been entitled in the absence of his execution of a Release.
d.Executive hereby agrees and acknowledges that the payments and benefits provided to Executive by the Company are to bring about an amicable resolution of Executive’s employment arrangements and are not to be construed as an admission of any violation of any federal, state or local statute or regulation, or of any duty owed by the Company, and that this Agreement was, and the release in this Section 3 (the “Release”) is, executed voluntarily to provide an amicable resolution of Executive employment relationship with the Company.
e.Executive hereby acknowledges that nothing in the Release shall prohibit or restrict Executive from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the Company’s designated legal, compliance or human resources officers; or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization. In addition, Executive understands that each of the Parties (and each employee, representative, or other agent of such Parties) may disclose to any person, without limitation of any kind, the federal income tax treatment and federal income tax structure of the transactions contemplated hereby and all materials (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure.
f.By signing this Agreement, Executive certifies that Executive has read the terms of the Release, that Executive has been advised by the Company to discuss the Release with Executive’s attorney, that Executive has received the advice of counsel and that Executive understands its terms and effects. Executive acknowledges, further, that Executive is executing this Agreement, including the Release, of Executive’s own volition with a full understanding of its terms and effects and with the intention of releasing all claims recited herein in exchange for the consideration described in this Agreement, which Executive acknowledges is adequate and satisfactory to Executive. None of the Parties, nor their agents, representatives or attorneys have made any representations to Executive concerning the terms or effects of the Release other than those contained herein.
4.Executive Review Period:
Executive may take up to 21 days after receipt of this Agreement to review and sign this Agreement. Executive is free to sign this Agreement at any time after receiving it, without using the entire review period. Executive is encouraged, during the review period and before signing this Agreement, to consult with an attorney as to this Agreement’s meaning and implications. Executive understands that he may revoke this Agreement and the Release within seven days following Executive’s execution of this Agreement.
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5.Restrictive Covenants:
a.Executive acknowledges and agrees that Executive’s continued compliance with the restrictions, obligations and acknowledgements set forth in Sections 8 through 11 of the Executive Severance Agreement (such restrictions, obligations and acknowledgements, together, the “Restrictive Covenants”) is a material inducement to the Company entering into this Agreement, and the Restrictive Covenants shall survive Executive’s termination of employment. Executive reaffirms the Restrictive Covenants (which include covenants with respect to confidentiality, non-competition, non-solicitation or hiring, return of property and cooperation), and the Restrictive Covenants are hereby incorporated into and form a part of this Agreement. Executive acknowledges that a breach of any Restrictive Covenants will result in immediate cessation of the payment of, and forfeiture of any unpaid amounts with respect to, the Separation Benefits. For the avoidance of doubt, the portion of any of the Restrictive Covenants that applies following the Termination Date (as defined in the Executive Severance Agreement) shall commence upon the Separation Date.
b.Executive understands that an individual shall not be held criminally or civilly liable under any federal or state trade secrets law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.
c.On or promptly following the Separation Date, Executive will deliver to the person designated by the Company all originals and copies of all documents, information, and other property of the Company in Executive’s possession, under Executive’s control, or to which Executive may have access. Executive will not reproduce or appropriate for Executive’s own use, or for the use of others, any Confidential Information.
d.The Parties acknowledge and agree that the disclosure and filing of this Agreement, including the fact that an agreement has been made and its form and terms, is required by law to be publicly filed with the Securities and Exchange Commission by the Company.
6.Non-Disparagement:
Executive agrees to refrain from engaging in any conduct or making disparaging comments or statements, the purpose or effect of which is to harm the reputation, goodwill, or commercial interests of the Company, including its affiliates, its officers, directors, owners, agents or current or former employees, or its products or services, to any third party, including, but not limited to, any media outlet, any forms of social media or other method, industry group, financial institution, or current or former employee, consultant, or customer of the Company. The Company agrees to instruct its senior executive officers and members of its Board of Directors to refrain from engaging in any conduct or making disparaging comments or statements, the purpose or effect of which is to harm the personal or professional reputation, goodwill or commercial interests of Executive. Notwithstanding the preceding sentences, Executive and the Company (including its senior executive officers and directors), respectively, may confer in
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confidence with legal representatives and make truthful statements to any judicial, regulatory, administrative or other government authority.
7.Miscellaneous:
a.This Agreement shall be governed and construed in accordance with the substantive laws of the Commonwealth of Pennsylvania;
b.Executive is encouraged to discuss this Agreement with an attorney before signing and have Executive’s attorney review this Agreement;
c.Executive understands that the Company would not have provided Executive the Separation Benefits but-for Executive’s representations and promises that Executive is making by signing this Agreement;
d.Executive acknowledges and agrees Executive has not suffered any job-related wrongs or injuries for which Executive might still be entitled to compensation, and Executive has fully and properly reported all hours worked and been paid all wages, compensation and benefits that Executive was entitled to up to and including the date this Agreement is signed by Executive;
e.In the event of any breach of this Agreement by Executive, including but not limited to Executive’s obligations under Section 3, Section 5 or Section 6, the Company shall have the right to declare this Agreement null and void from the beginning and shall be relieved of any further obligations hereunder, including the obligation to pay the compensation, benefits and vesting of equity provided under Section 2.a for the Transition Period, as well as the Separation Benefits provided under Section 2.b. In such event, Executive shall fully reimburse the Company for any and all amounts paid to Executive under the terms of this Agreement and Executive shall forfeit all future payments and other benefits provided under this Agreement; and
f.Should any part, term, condition or provision of this Agreement be found by any court to be void, the rest of this Agreement shall remain valid and enforceable. However, if the Release provisions set forth in Section 3 are found to be void or unenforceable due to a challenge to such enforceability by Executive, the entire Agreement shall be voided and all payments and benefits shall be repaid;
g.This Agreement may not be amended or modified in any manner, except by an instrument in writing authorized by Executive and a duly authorized officer on behalf of the Company;
h.This Agreement may be executed in multiple counterparts, which may be conveyed to the Parties by electronic means, each of which shall be deemed an original, and all of which shall constitute one Agreement; and
i.Executive agrees that nothing in this Agreement shall relieve Executive of his obligations under the Company’s clawback policies for employees similarly situated in his prior position, and the compensation, benefits and vesting of equity provided under Section 2.a for the Transition Period, as well as the Separation Benefits provided for herein shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any such clawback or similar policy adopted by the Board of Directors of the Company or the Compensation Committee as in effect from time to time and (ii) applicable law.
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j.Unless otherwise provided, all references to sections in this Agreement shall be deemed to be references to sections of this Agreement.
8.Code Section 409A:
This Agreement is intended to be exempt from or compliant with the requirements of Section 409A of the Code, including current and future guidance and regulations interpreting such provisions, and should be interpreted accordingly. Notwithstanding any other provision with respect to the timing of payments under this Agreement, to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under this Agreement which are subject to Section 409A (and not otherwise exempt from its application) and would otherwise have been paid prior to the six-month anniversary of the date of termination will be withheld until the first business day after the six-month anniversary of the date of termination, at which time Executive shall be paid the aggregate amount of all such payments in a lump sum. Any reimbursement by the Company during any taxable year of Executive will not affect any reimbursement by the Company in another taxable year of Executive. Any right to reimbursement is not subject to liquidation or exchange for another benefit. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of deferred compensation under this Agreement shall be treated as a separate payment of deferred compensation. To the extent that the right to any payment provides for the deferral of compensation within the meaning of Section 409A, references to Executive’s “termination” or “resignation” of employment will be construed to mean Executive’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i).
9.Merger Clause:
This Agreement contains the entire and only agreement between the Company and Executive regarding the subject matter of this Agreement and supersedes and invalidates any previous agreements or understandings between Executive and the Company with respect to the subject matter addressed herein, including the Executive Severance Agreement (except to the extent of the provisions incorporated herein by reference); provided, however, that the award agreements with respect to equity awards granted by the Company to Executive shall remain in effect to the extent applicable to give effect to this Agreement. Any oral or written promises or assurances related to the subject matter of this Agreement that are not contained in this Agreement are waived, abandoned and withdrawn, and are without legal effect.
10.Execution and Revocation Period:
If Executive chooses to accept the terms of this Agreement, Executive must sign this Agreement and deliver one original of this Agreement to the Company’s General Counsel within the timeframe stated in Section 4. Executive must also sign and deliver one original of the Second Release attached to this Agreement within 21 days after the Separation Date. Executive understands that he may revoke this Agreement and the Second Release within seven days following Executive’s execution of each. This Agreement and the Company’s obligation to provide the Separation Benefits shall not become effective or enforceable against the Company until the eighth day after Executive’s execution and delivery to the Company of the attached Second Release, provided that Executive has also signed and delivered this Agreement and has
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not revoked either one. Any revocation must be delivered, in writing, to the Company as provided herein, within seven days after execution. If this Agreement and Second Release are not signed and returned by such dates, the offer and payments and benefits presented in this Agreement shall be deemed revoked. If Executive revokes this Agreement or the Second Release after signing, Executive shall be obligated to fully reimburse the Company for any and all portions of the compensation, benefits and vesting of equity provided under Section 2.a for the Transition Period, as well as the Separation Benefits received pursuant to Section 2.b.
11.Notice:
All notices and other communications under this Agreement must be in writing and will be deemed duly given (x) on the date of transmission, if delivered by confirmed facsimile or electronic mail, or (y) if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid or by overnight courier, and addressed to the intended recipient at the addresses below.
Notices sent to the Company should be directed to:
Teleflex Incorporated
550 E. Swedesford Rd.
Suite 400
Wayne, PA 19087
Attention: General Counsel
550 E. Swedesford Rd.
Suite 400
Wayne, PA 19087
Attention: General Counsel
with a copy (that does not constitute notice) to:
Gillian Emmett Moldowan
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Email: gillian.moldowan@stblaw.com
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Email: gillian.moldowan@stblaw.com
Notices sent to Executive should be directed to Executive at the address on the records of the Company.
12.Acknowledgement:
Executive represents and certifies: that Executive has carefully read and fully understand all of the provisions and effects of this Agreement, and Executive has been given the opportunity to thoroughly discuss all aspects of it with Executive’s personal attorney; that Executive is voluntarily entering into this Agreement; and that neither the Company nor its agents, representatives or attorneys, make any representations concerning the terms or effects of this Agreement other than those contained herein.
[Remainder of Page Left Intentionally Blank – Signature Page Follows]
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IN WITNESS WHEREOF, intending to be legally bound hereby, Executive and the Company have executed the foregoing Separation Agreement and Release.
| EXECUTIVE | TELEFLEX INCORPORATED | ||||
/s/ Liam Kelly | By:/s/ Stephen K. Klasko | ||||
| Liam Kelly | Stephen K. Klasko, M.D. | ||||
| Title: Director and Chairperson | |||||
| Date: January 23, 2026 | Date: January 22, 2026 | ||||
[Signature Page to Separation Agreement and Release]
SECOND RELEASE
SEND SIGNED ORIGINAL TO: Teleflex Incorporated, 550 E. Swedesford Rd., Suite 400, Wayne, PA 19087, Attention: General Counsel
1.I, Liam Kelly, for and in consideration of certain payments to be made and the benefits to be provided to me under the Separation Agreement and Release, dated as of January __, 2026 (the “Agreement”) between me and TELEFLEX INCORPORATED AND ITS AFFILIATES (the “Company”) and conditioned upon such payments and provisions, do hereby REMISE, RELEASE, AND FOREVER DISCHARGE the Company and each of its past or present subsidiaries and affiliates, its and their past or present officers, directors, stockholders, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company, or of its past or present subsidiaries or affiliates, and the past or present trustees, administrators, agents, or employees of the pension and employee benefit plans (collectively included within the term the “Company”), acting in any capacity whatsoever, of and from any and all manner of actions and causes of action, suits, debts, claims and demands whatsoever in law or in equity, which I ever had, now have, or hereafter may have, or which my heirs, executors or administrators hereafter may have, by reason of any matter, cause or thing whatsoever from the beginning of my employment with the Company to the date of these presents and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship and the termination of my employment relationship with the Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future under any federal, state or local laws, including any claims under the Pennsylvania Human Relations Act, 43 Pa. C.S.A. §§951 et. seq., the Rehabilitation Act of 1973, 29 USC §§ 701 et seq., Title VII of the Civil Rights Act of 1964, 42 USC §§ 2000e et seq., the Civil Rights Act of 1991, 2 USC §§ 60 et seq., as applicable, the Age Discrimination in Employment Act of 1967, 29 USC §§ 621 et seq., the Americans with Disabilities Act, 29 USC §§ 706 et seq., and the Employee Retirement Income Security Act of 1974, 29 USC §§ 301 et seq., all as amended, any contracts between the Company and me and any common law claims now or hereafter recognized and all claims for personal injuries, counsel fees and costs; provided, however, that this Second Release shall not apply to any entitlements under the terms of the Agreement or under any other plans or programs of the Company in which I participated and under which I have accrued and become entitled to a benefit (including indemnification and/or reimbursement to the extent provided under the Company’s Certificate of Incorporation, bylaws or applicable insurance policies) based on my actual service with the Company other than under any Company separation or severance plan or programs.
2.Subject to the limitations of paragraph 1 above, I expressly waive all rights afforded by any statute which expressly limits the effect of a release with respect to unknown claims. I understand the significance of this release of unknown claims and the waiver of statutory protection against a release of unknown claims.
3.I hereby agree and recognize that my employment by the Company was permanently and irrevocably severed on March 31, 2026. I also hereby agree and recognize that I
resigned from my position as a member of the Board of Directors of the Company, as well as its subsidiaries and affiliates, effective as of the date of the Agreement. The Company has no obligation, contractual or otherwise to me to hire, rehire or reemploy me in the future. I acknowledge that the terms of the Agreement provide me with payments and benefits which are in addition to any amounts to which I otherwise would have been entitled.
4.I hereby agree and acknowledge that the payments and benefits provided to me by the Company are to bring about an amicable resolution of my employment arrangements and are not to be construed as an admission of any violation of any federal, state or local statute or regulation, or of any duty owed by the Company, and that the Agreement was, and this Second Release is, executed voluntarily to provide an amicable resolution of my employment relationship with the Company.
5.I hereby acknowledge that nothing in this Second Release shall prohibit or restrict me from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the Company’s designated legal, compliance or human resources officers; or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization. In addition, I understand that each of the parties hereto (and each employee, representative, or other agent of such parties) may disclose to any person, without limitation of any kind, the federal income tax treatment and federal income tax structure of the transactions contemplated hereby and all materials (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure.
6.I hereby certify that I have read the terms of this Second Release, that I have been advised by the Company to discuss it with my attorney, that I have received the advice of counsel and that I understand its terms and effects. I acknowledge, further, that I am executing this Second Release of my own volition with a full understanding of its terms and effects and with the intention of releasing all claims recited herein in exchange for the consideration described in the Agreement, which I acknowledge is adequate and satisfactory to me. None of the above named parties, nor their agents, representatives or attorneys have made any representations to me concerning the terms or effects of this Second Release other than those contained herein.
7.I hereby acknowledge that I have been informed that I have the right to consider this Second Release for a period of 21 days prior to execution. I also understand that I have the right to revoke this Second Release for a period of seven days following execution by giving written notice to the Company at the address set forth in Section 11 of the Agreement.
8.I hereby further acknowledge that the terms of Section 8 and Section 9 of the Executive Severance Agreement (as defined in the Agreement) shall continue to apply for the balance of the time periods provided therein and that I will abide by and fully perform such obligations.
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9.This Second Release may be executed in one or more counterparts, including by facsimile signature, each of which shall be deemed to be an original, but all of which shall be considered one and the same instrument.
[Remainder of Page Left Intentionally Blank – Signature Page Follows]
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IN WITNESS WHEREOF, intending to be legally bound hereby, Executive and the Company have executed the foregoing Second Release.
| EXECUTIVE | TELEFLEX INCORPORATED | ||||
By: | |||||
| Liam Kelly | [Name] | ||||
| Title: [_____] | |||||
| Date: | Date: | ||||
NOTE: DO NOT SIGN THIS SECOND RELEASE BEFORE YOUR ACTUAL SEPARATION DATE.
[Signature Page to Second Release]
Exhibit 10.2
January 7, 2026
Stuart A. Randle
c/o Teleflex Incorporated
550 E. Swedesford Road
Wayne, PA 19087
c/o Teleflex Incorporated
550 E. Swedesford Road
Wayne, PA 19087
Dear Stu,
On behalf of Teleflex Incorporated (the “Company”), I am pleased to confirm our offer of employment as Interim President and Chief Executive Officer (“Interim CEO”). You will be based at our headquarters in Wayne, Pennsylvania and report directly to the Board of Directors of the Company (the “Board”). The terms and conditions of your employment as Interim CEO are as follows:
Employment Term: Your starting date will be January 8, 2026, and the term of your employment shall continue until the date on which a permanent Chief Executive Officer commences employment with the Company (the “Permanent CEO Commencement Date”), or your earlier resignation or the termination of your employment by the Company or due to your death or disability. Your employment is “at will” and is terminable by you or the Company at any time (for any reason or no reason).
Position and Duties: In your capacity as Interim CEO, you will have general supervision over the business of the Company and will perform all duties, and have the authority, incident to the office of Interim CEO and such other duties consistent with your position as may from time to time be assigned to you by the Board. Except with the prior written consent of the Board, you will not, while employed by the Company, undertake or engage in any other employment, occupation or business enterprise that would interfere with your duties and responsibilities. You will remain a member of the Board during your employment term as Interim CEO, subject to nomination by the Board and reelection by the shareholders of the Company if your term on the Board would otherwise expire during your employment term. Ceasing to be employed (other than for cause) shall have no impact on your position as a member of the Board.
Base Salary: Your compensation package includes a monthly stipend of $140,000 (the “Monthly Stipend”), which amounts to an annualized salary of approximately $1,680,000. The Monthly Stipend will be paid during the duration of your service as Interim CEO in accordance with the Company’s payroll cycle. To the extent you work partial months, you will receive pro-rata portions of the Monthly Stipend.
Restricted Stock Units: You will be recommended for a grant of restricted stock units under the Teleflex Incorporated 2023 Stock Incentive Plan (the “Plan”) with a grant date fair value of $1,500,000 (the “RSU Award”) to be granted on January 13, 2026 (the “Grant Date”), subject to approval of the Compensation Committee of the Board. The RSU Award will vest in full on the earlier of the Permanent CEO Commencement Date or the first anniversary of the Grant Date, subject to your continued employment through the vesting date. The RSU Award shall be subject to the terms and conditions of the Plan and the award agreement pursuant to which the RSU Award is granted.
Employee Benefits: You will be eligible for benefits coverage under the qualified plans of the Company on the first day of the month following the date your employment begins. For the avoidance of doubt, you will not participate in any annual or other incentive program of the Company, nor will you participate in any severance program of the Company.
Business Expenses: During the term of your employment, the Company shall reimburse you for business expenses, including travel, that are reasonable and necessary for you to perform, and were incurred by you in the course of the performance of, your duties pursuant to this letter and in accordance with the Company’s expense reimbursement policies.
Tax Matters; Section 409A; Section 280G: All amounts provided pursuant to this agreement shall be subject to reduction for applicable taxes required to be withheld by applicable law. This letter and the Company’s obligations hereunder are intended to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and rulings thereunder and shall be so construed. In the event that you become entitled to receive any payments or benefits from the Company or any of its affiliates that would be subject to an excise tax payable under Section 4999 of the Code as a result of Section 280G of the Code, such payments or benefits will be reduced in compliance with Section 409A of the Code to one dollar less than the amount that would result in an excise tax being assessed.
Code of Ethics; Other Agreement: As a condition of employment, you will be required to sign an acknowledgement form stipulating compliance with the Teleflex Code of Ethics Program, as well as a copy of our standard form agreement covering confidentiality, assignment of inventions, and competition.
Governing Law: This agreement will be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to its choice of law rules.
Entire Agreement: This agreement contains the entire understanding between you and the Company as to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions by and between you and the Company with respect to the subject matter hereof. In executing this agreement, neither party to this agreement relies on any term, condition, promise, or representation other than those expressed in this agreement.
Amendment: This agreement may not be amended or modified other than by a written agreement executed by you and the Company, nor may any provision hereof be waived other than by a writing executed by you or the Company.
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We are excited and pleased to extend this offer to you and look forward to working with you as our Interim CEO.
[Signature Page Follows]
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Sincerely,
/s/ Stephen K. Klasko
Name: Stephen K. Klasko
Title: Director
Title: Director
Acceptance of Offer:
/s/ Stuart A. Randle
Name: Stuart A. Randle
[Signature Page to Offer Letter Agreement]
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Stuart A. Randle, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Teleflex Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: May 7, 2026 | /s/ Stuart A. Randle | |||||||
| Stuart A. Randle | ||||||||
| Interim President and Chief Executive Officer | ||||||||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, John R. Deren, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Teleflex Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: May 7, 2026 | /s/ John R. Deren | |||||||
| John R. Deren | ||||||||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
RULE 13a-14(b) UNDER THE
SECURITIES EXCHANGE ACT OF 1934
In connection with the Quarterly Report of Teleflex Incorporated (the “Company”) on Form 10-Q for the period ending March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stuart A. Randle, Interim President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial position and results of operations of the Company.
| Date: May 7, 2026 | /s/ Stuart A. Randle | |||||||
| Stuart A. Randle Interim President and Chief Executive Officer | ||||||||
Exhibit 32.2
CERTIFICATION PURSUANT TO
RULE 13a-14(b) UNDER THE
SECURITIES EXCHANGE ACT OF 1934
In connection with the Quarterly Report of Teleflex Incorporated (the “Company”) on Form 10-Q for the period ending March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John R. Deren, Executive Vice President and Chief Financial Officer, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial position and results of operations of the Company.
| Date: May 7, 2026 | /s/ John R. Deren | |||||||
John R. Deren Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||||