Teleflex Inc 10-Q for FY2026 Q3
Teleflex Inc (TFX)
10-Q
2026-11-05
For: 2026-09-30
View Original
Added on
November 05, 2026
About this 10-Q
Teleflex Inc filed this 10-Q on November 5, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $567.78M
- up 0.1% from $566.95M a year earlier
- Net income
- $927.43M
- compared with a net loss of $408.89M a year earlier
- Diluted EPS
- $22.28
- compared with -$9.24 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 September 30, 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 39,661,261 shares of common stock, par value $1.00 per share, outstanding as of November 3, 2026.
TELEFLEX INCORPORATED
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2026
TABLE OF CONTENTS
| Page | ||||||||||||||
| Item 1: | ||||||||||||||
| Item 2: | ||||||||||||||
| Item 3: | ||||||||||||||
| Item 4: | ||||||||||||||
| Item 1: | ||||||||||||||
| Item 1A: | ||||||||||||||
| Item 2: | ||||||||||||||
| Item 3: | ||||||||||||||
| Item 4: | ||||||||||||||
| Item 5: | ||||||||||||||
| Item 6: | ||||||||||||||
1
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 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 (credits) charges, separation costs and impairment charges | ( | ||||||||||||||||||||||||||||||||||
| Income (loss) from continuing operations before interest, taxes and loss on extinguishment of debt | ( | ||||||||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||||||||||||||
| Income (loss) from continuing operations before taxes | ( | ||||||||||||||||||||||||||||||||||
| Taxes (benefit) on income from continuing operations | ( | ( | |||||||||||||||||||||||||||||||||
| Income (loss) from continuing operations | ( | ||||||||||||||||||||||||||||||||||
| Income (loss) from discontinued operations before taxes | ( | ( | |||||||||||||||||||||||||||||||||
| Taxes on income (loss) from discontinued operations | |||||||||||||||||||||||||||||||||||
| Income (loss) from discontinued operations | ( | ( | |||||||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||||||||||||||
| Income (loss) from continuing operations | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
| Income (loss) from discontinued operations | ( | ( | |||||||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||
| Diluted: | |||||||||||||||||||||||||||||||||||
| Income (loss) from continuing operations | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
| Income (loss) from discontinued operations | ( | ( | |||||||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||
| 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
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 2025 | ||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||
| Other comprehensive income (loss), 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 income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
3
TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| September 30, 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)
| Nine Months Ended | |||||||||||
| September 30, 2026 | September 28, 2025 | ||||||||||
| (Dollars in thousands) | |||||||||||
| Cash flows from operating activities of continuing operations: | |||||||||||
| Net 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 | |||||||||||
| Loss on extinguishment of debt | |||||||||||
| Changes in contingent consideration | ( | ||||||||||
| Stock-based compensation | |||||||||||
| Asset impairment charge | |||||||||||
| 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 | ( | ( | |||||||||
| Proceeds from sale of business and assets | |||||||||||
| Payments for businesses and intangibles acquired, net of cash acquired | ( | ||||||||||
| Proceeds from non-designated balance sheet hedges | |||||||||||
| Insurance settlement proceeds | |||||||||||
| Net payments on swaps designated as net investment hedges | ( | ||||||||||
| Proceeds from sales of investments | |||||||||||
| 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 | ( | ||||||||||
| Share repurchase excise tax | ( | ( | |||||||||
| Payments for contingent consideration | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Debt extinguishment, issuance and amendment fees | ( | ( | |||||||||
| Net cash (used in) provided by financing activities from continuing operations | ( | ||||||||||
| Cash flows from discontinued operations: | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| Net cash provided by 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 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under compensation plans | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Deferred compensation | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under compensation plans | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 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 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under compensation plans | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Deferred compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Balance at June 29, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under compensation plans | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 28, 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 ended 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 and 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 September 30, 2026 and December 31, 2025:
| September 30, 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 segment and geographic area for the three and nine months ended September 30, 2026 and September 28, 2025.
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | ||||||||||||||||||||||||||||||||||
| North America | Rest of World | Total | North America | Rest of World | Total | ||||||||||||||||||||||||||||||
| Vascular | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Interventional | |||||||||||||||||||||||||||||||||||
| Surgical | |||||||||||||||||||||||||||||||||||
Segment net revenues | |||||||||||||||||||||||||||||||||||
Other (1) | |||||||||||||||||||||||||||||||||||
Consolidated net revenues | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
8
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
| Nine Months Ended | |||||||||||||||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | ||||||||||||||||||||||||||||||||||
| North America | Rest of World | Total | North America | Rest of World | Total | ||||||||||||||||||||||||||||||
| Vascular | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Interventional | |||||||||||||||||||||||||||||||||||
| Surgical | |||||||||||||||||||||||||||||||||||
Segment net revenues | |||||||||||||||||||||||||||||||||||
Other (1) | |||||||||||||||||||||||||||||||||||
Consolidated net revenues | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(1) Includes adjustments in our reserves related to the Italian payback measure pertaining to prior years (see Note 14 for additional information).
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 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 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.
The measurement period related to this acquisition expired on June 30, 2026, the last day of the second quarter, and as a result, any subsequent adjustments to the consideration transferred will be recognized in the reporting period in which 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, which were approved at the same time by our Board of Directors, 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").
On August 3, 2026, in connection with the Strategic Divestitures, we completed the sale of the OEM business and received net cash proceeds of $1.5 billion ($1.3 billion after-tax), and recognized a pre-tax gain on sale of $1.0 billion upon the derecognition of the related assets and liabilities. Our accounting for the sale remains subject to certain working capital and other customary adjustments. In connection with the sale, we finalized several ancillary agreements with Montagu and Kohlberg, which have varying durations extending up to 24 months, to facilitate the transfer of the business and cover transition support, quality, distribution, supply, development and manufacturing services. We account for these services separately from the sale, primarily within selling, general and administrative expenses within continuing operations, as they were negotiated primarily to benefit Montagu and Kohlberg and do not represent part of the consideration transferred for the divestiture.
The sale of the Acute Care and IU businesses is currently anticipated to be completed by the end of 2026. However, timing remains subject to the regulatory process and other customary closing conditions, and closing may extend into 2027. Upon closing, we expect to receive gross cash proceeds of approximately $530 million, subject to working capital and other customary adjustments and transaction costs.
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,
9
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
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 as such segments were constituted prior to the change described in Note 15 below.
The following table summarizes the financial results of our discontinued operations for the three and nine months ended September 30, 2026 and September 28, 2025:
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 2025 | ||||||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||||||||
| Goodwill impairment charge | |||||||||||||||||||||||||||||
Restructuring charges, separation costs and impairment charges (1) | |||||||||||||||||||||||||||||
| Gain on sale of business | ( | ( | |||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||||||||
| Income (loss) from discontinued operations before taxes | ( | ( | |||||||||||||||||||||||||||
Taxes on income (loss) from discontinued operations (2) | |||||||||||||||||||||||||||||
| Income (loss) from discontinued operations | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
(1) For the three and nine months ended September 30, 2026, we incurred separation costs of $23.1 million and $82.2 million, respectively, primarily related to consulting, legal, tax and other professional advisory services associated with the Strategic Divestitures. Additionally, we remeasured the valuation allowance on assets held for sale related to the Acute Care and IU businesses component of the Strategic Divestitures, as described below, which resulted in charges of $3.9 million and $11.8 million for the three and nine months ended September 30, 2026, respectively. For the three and nine months ended September 28, 2025, we incurred separation costs of $14.8 million and $29.6 million, respectively.
(2) Income tax expense for the three and nine months ended September 30, 2026 includes a deferred tax benefit of $78.8
10
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 September 30, 2026 and December 31, 2025:
| September 30, 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 a result, we recognized a valuation allowance for the excess of the carrying value over the fair value less costs to sell for the Acute Care and IU businesses component of the Strategic Divestitures. We remeasured the valuation allowance as of September 30, 2026, and recognized additional adjustments of $3.9 million and $11.8 million for the three and nine months ended September 30, 2026, respectively, which further reduced assets held for sale beyond the valuation allowance previously recorded. The adjustments to the valuation allowance were recorded within Restructuring charges, separation costs and impairment charges in the summarized results of operations of discontinued operations.
11
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
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:
| Nine Months Ended | |||||||||||||||||
| September 30, 2026 | September 28, 2025 | ||||||||||||||||
Depreciation expense | $ | $ | |||||||||||||||
Intangible asset amortization expense | |||||||||||||||||
Impairment charges | |||||||||||||||||
| Gain on sale of business | |||||||||||||||||
Expenditures for property, plant and equipment | |||||||||||||||||
Note 6 — Restructuring charges, separation costs and impairment charges
Restructuring charges, separation costs and impairment charges recognized for the three and nine months ended September 30, 2026 and September 28, 2025 consisted of the following:
| Three Months Ended September 30, 2026 | |||||||||||||||||
| Termination Benefits | Other Costs (1) | Total | |||||||||||||||
| Strategic Divestitures restructuring plan | $ | $ | $ | ||||||||||||||
| VI Business integration plan | ( | ( | |||||||||||||||
Other restructuring programs (2) | ( | ( | |||||||||||||||
| Restructuring (credits) charges | $ | ( | $ | $ | ( | ||||||||||||
Three Months Ended September 28, 2025 | |||||||||||||||||
| Termination Benefits | Other Costs (1) | Total | |||||||||||||||
| 2024 Footprint realignment plan | $ | $ | $ | ||||||||||||||
| 2023 Footprint realignment plan | |||||||||||||||||
Other restructuring programs (2) | |||||||||||||||||
| Restructuring charges | |||||||||||||||||
Asset impairment charges (3) | |||||||||||||||||
Separation costs (4) | |||||||||||||||||
| Restructuring charges, separation costs and impairment charges | $ | $ | $ | ||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||
| Termination Benefits | Other Costs (1) | Total | |||||||||||||||
| Strategic Divestitures restructuring plan | $ | $ | $ | ||||||||||||||
| VI Business integration plan | ( | ( | |||||||||||||||
Other restructuring programs (2) | ( | ( | |||||||||||||||
| Restructuring charges | $ | $ | $ | ||||||||||||||
12
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
| Nine Months Ended September 28, 2025 | |||||||||||||||||
| Termination Benefits | Other Costs (1) | Total | |||||||||||||||
| 2024 Footprint realignment plan | $ | $ | $ | ||||||||||||||
| 2023 Footprint realignment plan | |||||||||||||||||
Other restructuring programs (2) | |||||||||||||||||
| Restructuring charges | |||||||||||||||||
Asset impairment charges (3) | |||||||||||||||||
Separation costs (4) | |||||||||||||||||
| Restructuring charges, separation costs and impairment 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.
(3) For the three and nine months ended September 28, 2025, we recognized an asset impairment charge of $100.0
(4) Represents indirect expenses related to the Strategic Divestitures, including activities to prepare the businesses for divestiture and maintain continuity through the separation process.
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 Divestitures 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 the majority of 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 and nine months ended September 30, 2026, we incurred $2.1 million and $18.3 million, respectively, under the Strategic Divestitures restructuring plan in restructuring related charges, all of which were recognized in selling, general and administrative costs.
As of September 30, 2026, we had a restructuring reserve of $15.0 million related to this plan, all of which related to termination benefits.
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
13
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
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 plan 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 all the restructuring and restructuring related charges will result in future cash outlays. Additionally, we expect to incur $5.0 million to $7.0 million in aggregate capital expenditures under the VI Business integration plan.
For the three and nine months ended September 30, 2026, we incurred $0.8 million and $1.9 million, respectively, under the VI Business integration plan in restructuring related charges, most of which were recognized in cost of goods sold. As of September 30, 2026, we have incurred aggregate restructuring charges in connection with the VI Business integration plan of $20.9 million. In addition, as of September 30, 2026, we have incurred aggregate restructuring related charges of $2.2 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 September 30, 2026, we had a restructuring reserve of $12.9 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.
We expect all the restructuring and restructuring related charges will result in future cash outlays. Additionally, we expect to incur $2.0 million to $3.0 million in aggregate capital expenditures under the plan.
For the three and nine months ended September 30, 2026, we incurred $0.6 million and $1.7 million, respectively, under the 2023 Footprint realignment plan in restructuring related charges, all of which were recognized in cost of goods sold. As of September 30, 2026, we have incurred aggregate restructuring charges in connection with the 2023 Footprint realignment plan of $3.0 million. In addition, as of September 30, 2026, we have incurred aggregate restructuring related charges of $7.1 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.
As of September 30, 2026, we had a restructuring reserve of $1.9 million related to this plan, all of which related to termination benefits.
14
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
.
Note 7 — Inventories
Inventories as of September 30, 2026 and December 31, 2025 consisted of the following:
| September 30, 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 nine months ended September 30, 2026:
| Vascular | Interventional | Surgical | Total | ||||||||||||||||||||||||||||||||||||||||||||
December 31, 2025 (1) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Goodwill related to acquisitions | |||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2026 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
(1)Refer to Note 15 for information regarding the change in reportable segments during the third quarter of 2026.
The gross carrying amount of, and accumulated amortization relating to, intangible assets as of September 30, 2026 and December 31, 2025 were as follows:
| Gross Carrying Amount | Accumulated Amortization | ||||||||||||||||||||||
| September 30, 2026 | December 31, 2025 | September 30, 2026 | December 31, 2025 | ||||||||||||||||||||
| Customer relationships | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| In-process research and development | |||||||||||||||||||||||
| Intellectual property | ( | ( | |||||||||||||||||||||
| Distribution rights | ( | ( | |||||||||||||||||||||
| Trade names | ( | ( | |||||||||||||||||||||
| Non-compete agreements | ( | ( | |||||||||||||||||||||
| $ | $ | $ | ( | $ | ( | ||||||||||||||||||
15
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Note 9 — Borrowings
Our borrowings at September 30, 2026 and December 31, 2025 were as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
Senior Credit Facility (at a rate of | |||||||||||
Revolving credit facility | $ | $ | |||||||||
Term A-1 loan facility | |||||||||||
| Term A-2 loan facility | |||||||||||
Securitization program, at a rate of | |||||||||||
| Less: Unamortized debt issuance costs | ( | ( | |||||||||
Current portion of borrowings | ( | ( | |||||||||
| Long-term borrowings | $ | $ | |||||||||
Senior credit facility
On May 26, 2026, we entered into a new Credit Agreement (the “Credit Agreement”), which effectuated the refinancing of the Company’s previously existing credit agreement evidenced in that certain Third Amended and Restated Credit Agreement, dated as of November 4, 2022 (as amended prior to the date hereof). The Credit Agreement provides for, among other things, a five-year revolving credit facility of $1.0 billion, a term A-1 loan facility of $500.0 million and a term A-2 loan facility of $700.0 million. The obligations under the Credit Agreement are guaranteed (subject to certain exceptions and limitations) by substantially all of our material domestic subsidiaries. The obligations under the Credit Agreement are secured, subject to certain exceptions and limitations, by a lien on substantially all of the assets owned by us and each guarantor. The maturity dates of the revolving credit facility and the term A-1 loan facility under the Credit Agreement are May 26, 2031. The maturity date of the term A-2 loan facility under the Credit Agreement is May 26, 2028.
At our option, loans under the Credit Agreement will bear interest at a rate equal to Term SOFR plus an applicable margin ranging from 1.125 % to 2.00 % or at an alternate base rate, which is defined as the highest of (i) the “Prime Rate” in the U.S. last quoted by The Wall Street Journal, (ii) 0.50 % above the greater of the federal funds rate and the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars and (iii) 1.00 % above the Term SOFR Rate for a one-month interest period, plus an applicable margin ranging from 0.125 % to 1.00 %, in each case subject to adjustments based on our total net leverage ratio or our corporate family rating. Overdue loans will bear interest at the rate otherwise applicable to such loans plus 2.00 %.
The Credit Agreement contains customary representations and warranties and covenants that, in each case, subject to certain exceptions, qualifications and thresholds, (a) place limitations on us and our subsidiaries regarding the incurrence of additional indebtedness, additional liens, fundamental changes, dispositions of property, investments and acquisitions, dividends and other restricted payments, transactions with affiliates, restrictive agreements, changes in lines of business and swap agreements, and (b) require us and our subsidiaries to comply with sanction laws and other laws and agreements, to deliver financial information and certain other information and give notice of certain events, to maintain their existence and good standing, to pay their other obligations, to permit the administrative agent and the lenders to inspect their books and property, to use the proceeds of our Credit Agreement only for certain permitted purposes and to provide collateral in the future. Subject to certain exceptions, we are required to maintain a maximum total net leverage ratio of 4.50 to 1.00. We are further required to maintain a minimum interest coverage ratio of 3.00 to 1.00.
During the second quarter of 2026, we capitalized transaction fees of $6.2 million, including underwriters' discounts and commissions, incurred in connection with the Credit Agreement refinancing.
16
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Subsequently, in August 2026, following the completion of the OEM sale, we utilized a portion of the net cash proceeds to pay off the $700.0 million term A-2 loan facility and to pay down $490.0 million of our revolving credit facility. Additionally, during the third quarter of 2026, in connection with the redemption of the term A-2 loan facility, we recognized a loss on extinguishment of debt of $3.4 million due to the write-off of unamortized deferred financing costs.
On June 15, 2026, we issued $500.0 million of 5.875 % Senior Notes due 2032 (the "2032 Notes"). We pay interest on the 2032 Notes semi-annually on January 15 and July 15, commencing on January 15, 2027, at a rate of 5.875 % per year. The 2032 Notes mature on January 15, 2032 unless earlier redeemed at our option, as described below, or purchased at the holder’s option under specified circumstances following a Change of Control or Event of Default (each as defined in the indenture related to the 2032 Notes), coupled with a downgrade in the ratings of the 2032 Notes, or upon our election to exercise our optional redemption rights, as described below.
Our obligations under the 2032 Notes are fully and unconditionally guaranteed, jointly and severally, by each of our existing and future 100% owned domestic subsidiaries that is a guarantor or other obligor under the Credit Agreement and by certain of our other 100% owned domestic subsidiaries.
At any time on or after January 15, 2029, we may, on one or more occasions, redeem some or all of the 2032 Notes at a redemption price of 102.938 % of the principal amount of the 2032 Notes subject to redemption, declining, in annual increments of 1.469 %, to 100 % of the principal amount on January 15, 2031, plus accrued and unpaid interest. In addition, at any time prior to January 15, 2029, we may, on one or more occasions, redeem some or all of the 2032 Notes at a redemption price equal to 100 % of the principal amount of the 2032 Notes redeemed, plus a “make-whole” premium and any accrued and unpaid interest. The “make-whole” premium is the greater of (a) 1.0 % of the principal amount of the 2032 Notes subject to redemption or (b) the excess, if any, over the principal amount of the 2032 Notes, of the present value, on the redemption date, of the sum of (i) the January 15, 2029, optional redemption price plus (ii) all required interest payments on the 2032 Notes through January 15, 2029 (other than accrued and unpaid interest to the redemption date), generally computed using a discount rate equal to the yield to maturity of U.S. Treasury securities with a constant maturity for the period most nearly equal to the period from the redemption date to January 15, 2029 (unless the period is less than one year, in which case the weekly average yield on traded U.S. Treasury securities adjusted to a constant maturity of one year will be used), plus 50 basis points.
In addition, at any time prior to January 15, 2029, we may, on one or more occasions, redeem up to 40 % of the aggregate principal amount of the 2032 Notes, using the proceeds of specified types of our equity offerings and subject to specified conditions, at a redemption price equal to 105.875 % of the principal amount of the 2032 Notes redeemed, plus accrued and unpaid interest.
The indenture relating to the 2032 Notes contains covenants that, among other things, limit or restrict our ability, and the ability of our subsidiaries, to create liens; merge, consolidate, sell or otherwise dispose of all or substantially all of our assets; and enter into sale leaseback transactions.
During the second quarter of 2026, we capitalized transaction fees of $9.9 million, including underwriters’ discounts and commissions incurred in connection with the offering of the 2032 Notes. We used the net proceeds from the offering, together with cash on hand, to fund the redemption of our 4.625 % Senior Notes due 2027. Additionally, during the second quarter of 2026, in connection with the redemption, we recognized a loss on extinguishment of debt of $1.2 million due to the write-off of unamortized deferred financing costs.
Note 10 — 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 and nine months ended September 30, 2026, we recognized losses of $6.6 million and $13.9
17
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
million, respectively, from non-designated foreign currency forward contracts within selling, general and administrative expenses. For the three and nine months ended September 28, 2025, we recognized gains of $0.7 million and $87.1 million, respectively, 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 Business acquisition.
The total notional amount for all open foreign currency forward contracts designated as cash flow hedges as of September 30, 2026 and December 31, 2025 was $329.4 million and $262.5 million, respectively. The total notional amount for all open non-designated foreign currency forward contracts as of September 30, 2026 and December 31, 2025 was $337.6 million and $284.8 million, respectively. All open foreign currency forward contracts as of September 30, 2026 have durations of 12 months or less.
Cross-currency interest rate swaps
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 July 9, 2026, we terminated the 2025 Cross-currency swap agreements and executed two separate term cross-currency swap agreements set to expire on August 20, 2030 and August 20, 2032, respectively, to hedge against the effect of variability in the U.S. dollar to CHF exchange rate (the "2026 CHF Cross-currency swap agreements"). Each of the 2026 CHF Cross-currency swap agreements had a notional amount of $300 million and was designated as a net investment hedge. The 2026 CHF Cross-currency swap agreements expiring in 2030 include six different financial institution counterparties and notionally exchanged $300 million for CHF 248.8 million at an annual interest rate of 3.77 %. The 2026 CHF Cross-currency swap agreements expiring in 2032 include four different financial institution counterparties and notionally exchanged $300 million for CHF 251.8 million at an annual interest rate of 3.66 %. The 2026 CHF Cross-currency swaps were off-market at inception. The off-market value will be amortized ratably into earnings over the remaining life of each swap. The interest rate component will remain in AOCI until the underlying net investment is sold or substantially liquidated. The impact to our financial statements was immaterial as a result of the termination of the 2025 Cross-currency swap agreements.
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, to hedge against the effect of variability in the U.S. dollar to euro exchange rate (the "2026 Euro Cross-currency swap agreements"). Each of the 2026 Euro 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 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 %.
18
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
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 and nine months ended September 30, 2026 and September 28, 2025:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 2025 | ||||||||||||||||||||||||||||||||
Foreign exchange gain (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||
| Interest benefit | |||||||||||||||||||||||||||||||||||
Balance sheet presentation
The following table presents the locations in the condensed consolidated balance sheet and fair value of derivative instruments as of September 30, 2026 and December 31, 2025:
| September 30, 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 12 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
19
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Note 11 — Fair value measurement
The following tables provide information regarding our financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025:
Total carrying value at September 30, 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 | |||||||||||||||||||||||
| 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 consist 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); held for sale remeasurement (Note 5); asset impairments (Note 6); as well as goodwill reallocation and impairment testing (Note 8 and Note 15).
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 nine months ended September 30, 2026:
| Contingent consideration | |||||
Balance – December 31, 2025 | $ | ||||
| Payments | ( | ||||
| Revaluations | ( | ||||
Balance – September 30, 2026 (1) | $ | ||||
(1) As of September 30, 2026, the liability consisted largely of the estimated contingent consideration associated with our 2023 acquisition of Palette Life Sciences AB ("Palette"). Timing of payment is contingent on the resolution of the legal matters discussed in Note 14.
20
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Note 12 — 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.
The following table provides a reconciliation of basic to diluted weighted average shares outstanding:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 2025 | ||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Dilutive effect of share-based awards | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The weighted average number of shares that were antidilutive and therefore excluded from the calculation of earnings per share was 1.3 1.3 million for the nine months ended September 28, 2025. The number of basic and diluted shares was the same for the three months ended September 28, 2025, due to our loss from continuing operations. Additionally, because of the loss from continuing operations, for the three months ended September 28, 2025, 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.
Share Repurchases
On December 9, 2025, the Board of Directors authorized a share repurchase program for up to $1 billion of our common stock.
During the three and nine months ended September 30, 2026, we repurchased 0.5 million and 2.4 million shares of our common stock for $58.6 million and $308.6 million, respectively, through open market transactions at an average price of $129.74 and $130.64 per share, respectively.
Additionally, during the third quarter we entered into an accelerated share repurchase program to repurchase an aggregate of $250.0 million of our common stock. Under this agreement, 1.4 million shares of common stock, representing 80 % of the $250.0 million aggregate, were delivered and included in treasury stock during the three months ended September 30, 2026. The initial shares received were calculated based on a price per share of $138.89 , which was the closing share price of our common stock on August 6, 2026. Final settlement under the agreement occurred on October 7, 2026, at which time we received 0.5 million additional shares of common stock. The total shares received were calculated based on a price per share of $129.43 , which was based on volume-weighted average prices of our common stock during the accelerated share repurchase period less a discount.
As of September 30, 2026, we had $441.4 million remaining available under the authorization. Subsequent to September 30, 2026 and through the date of this report, we repurchased an additional 0.3 million shares of our common stock for $41.4 million through open market transactions at an average price of $125.13 . Giving effect to these repurchases, $400.0 million remains available under the authorization.
Commencing on July 1, 2026, the first day of the third quarter, through the date of this report, we repurchased 2.7 million shares of our common stock for $350.0 million (average price of $128.96 per share). Commencing on January 1, 2026 through the date of this report, we repurchased 4.6 million shares for $600.0 million (average price of $129.74 per share). In each case, the activity reflects both the open market transactions and the accelerated share repurchase program described above.
21
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The following tables provide information relating to the changes in accumulated other comprehensive loss, net of tax, for the nine months ended September 30, 2026 and September 28, 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 September 30, 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 September 28, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
22
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 and nine months ended September 30, 2026 and September 28, 2025:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 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 losses | |||||||||||||||||||||||
| Prior-service costs | ( | ||||||||||||||||||||||
| Total before tax | |||||||||||||||||||||||
| Tax benefit | ( | ( | ( | ( | |||||||||||||||||||
| Net of tax | |||||||||||||||||||||||
| Foreign currency translation adjustment: | |||||||||||||||||||||||
| Reclassification of cumulative translation loss to earnings from OEM sale | |||||||||||||||||||||||
| Total before tax | |||||||||||||||||||||||
| Taxes | |||||||||||||||||||||||
| 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 13 — Taxes on income from continuing operations
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 2025 | ||||||||||||||||||||
Effective income tax rate (1) | ( | ||||||||||||||||||||||
(1) The effective income tax rates for the three and nine months ended September 30, 2026 represent income tax expense. The effective income tax rates for the three and nine months ended September 28, 2025 represent an income tax benefit.
The effective income tax rate for the three and nine months ended September 30, 2026 include income tax expense for the remeasurement of deferred tax liabilities on certain intangible assets arising from a change in tax status of an entity, which occurred in connection with the Strategic Divestitures. The effective income tax rates for the three and nine months ended September 28, 2025 reflect a tax benefit associated with the impairment of the Titan SGS asset group. The effective tax rate for the nine months ended September 28, 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 all periods reflect tax benefits from Foreign-Derived Deduction Eligible Income (FDDEI) and research and development tax credits.
A significant number of jurisdictions, including European Union ("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 5, 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
23
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
requirements to coexist with Pillar Two. Such safe harbor would fully exempt U.S.-parented groups from the application of two of the three Pillar Two 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 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 nine months 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.
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 14 — Commitments and contingencies
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 September 30, 2026, we have recorded $0.6 million and $3.2 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 September 30, 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 September 30, 2026, we have recorded accrued liabilities of $0.7 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.
In April 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,
24
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
we received $25.0 million in monetary consideration in connection with the settlement, which was recognized as a gain and is reflected within selling, general and administrative expenses within the condensed consolidated statements of income for the nine months ended September 30, 2026. The settlement fully resolves the litigation, with no admission of liability by the other medical device company or by Teleflex.
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 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 September 30, 2026, our reserve related to this matter was $24.1 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 September 30, 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. In October 2026, we were informed by the foreign tax authority that the audit was limited to transfer pricing and had been concluded without any tax adjustments. We are working with the tax authority to resolve the other elements of 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.
In April 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 11, 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.
On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed pursuant to the International Emergency Economic Powers Act (“IEEPA”). Following that ruling, the U.S. government established a process for submitting refund requests for tariffs that had been collected under IEEPA, and we submitted several
25
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
such requests. During the third quarter of 2026, we received approval and payment for substantially all of our submitted refund requests and recognized a benefit of $25.3 million within continuing operations, which reduced cost of goods sold in the condensed consolidated statements of income for the three and nine months ended September 30, 2026. Including refunds related to products associated with the Strategic Divestitures, total refund payments were $39.2 million. The $13.9 million related to the Strategic Divestitures was recorded within discontinued operations.
Tax audits and examinations: We are routinely subject to tax examinations by various tax authorities. As of September 30, 2026, the most significant tax examinations in process were in Germany, the United States, Sweden and Ireland. 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 15 — 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 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.
During the third quarter of 2026, our chief operating decision maker changed the way he reviews financial information for purposes of assessing business performance and allocating resources from a geographically based business unit presentation to a product based business unit presentation. As a result, we now have the following three reportable segments: Vascular, Interventional and Surgical, which are consistent with our identified reporting units. Additionally, our chief operating decision maker now evaluates segment operating profit using a revised measure that differs from the prior measure, which, amongst other changes, no longer includes certain shared logistics and distribution costs. All prior comparative periods presented have been recast to conform to the current period presentation. These changes in methodology have no impact on our consolidated financial results.
Our reportable segments primarily design, manufacture and distribute medical devices 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.
Additionally, because of the change to each of our reporting units, we reallocated the goodwill balances based on the relative fair values of the reporting units and performed goodwill impairment analyses on our reporting units both before and after the reallocation. We did not record any goodwill impairment charges as a result of these analyses.
The following tables present our segment results for the three and nine months ended September 30, 2026 and September 28, 2025:
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||
| Vascular | Interventional | Surgical | Segment Total | ||||||||||||||||||||
Segment net revenues (1) | $ | $ | $ | $ | |||||||||||||||||||
Cost of goods sold | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
Segment operating profit (2) | $ | $ | $ | $ | |||||||||||||||||||
26
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
| Three Months Ended September 28, 2025 | |||||||||||||||||||||||
| Vascular | Interventional | Surgical | Segment Total | ||||||||||||||||||||
Segment net revenues (1) | $ | $ | $ | $ | |||||||||||||||||||
Cost of goods sold | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
Segment operating profit (2) | $ | $ | ( | $ | $ | ||||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||
| Vascular | Interventional | Surgical | Segment Total | ||||||||||||||||||||
Segment net revenues (1) | $ | $ | $ | $ | |||||||||||||||||||
Cost of goods sold | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
Segment operating profit (2) | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 28, 2025 | |||||||||||||||||||||||
| Vascular | Interventional | Surgical | Segment Total | ||||||||||||||||||||
Segment net revenues (1) | $ | $ | $ | $ | |||||||||||||||||||
Cost of goods sold | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
Segment operating profit (2) | $ | $ | $ | $ | |||||||||||||||||||
(1)See Note 3 to the condensed consolidated financial statements included in this report for a reconciliation of segment net revenues to our condensed consolidated net revenues from continuing operations.
(2)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 | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 2025 | ||||||||||||||||||||
Reconciliation of segment operating profit measure | |||||||||||||||||||||||
| Segment operating profit | $ | $ | $ | $ | |||||||||||||||||||
Other unallocated items (1) | |||||||||||||||||||||||
| Restructuring (credits) charges, separation costs and impairment charges | ( | ||||||||||||||||||||||
| Income (loss) from continuing operations before interest, taxes and loss on extinguishment of debt | $ | $ | ( | $ | $ | ||||||||||||||||||
(1)Other unallocated items include adjustments in our reserves related to the Italian payback measure pertaining to prior years (see Note 14 for additional information) as well as expenses within costs of goods sold, research and development expenses and selling, general and administrative expenses. These unallocated items primarily consist of manufacturing variances other than fixed manufacturing cost absorption variances and unallocated corporate function expenses.
27
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
Depreciation and amortization | September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 2025 | |||||||||||||||||||
| Vascular | $ | $ | $ | $ | |||||||||||||||||||
| Interventional | |||||||||||||||||||||||
| Surgical | |||||||||||||||||||||||
Corporate (1) | |||||||||||||||||||||||
| Consolidated depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||
(1)Reflects depreciation and amortization included within other unallocated expenses per reconciliation of segment operating profit measure.
28
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, which were approved at such time by our Board of Directors, 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 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.
On August 3, 2026, we completed the sale of the OEM business in connection with the Strategic Divestitures. We received net cash proceeds of $1.5 billion ($1.3 billion after-tax) and recognized a pre-tax gain on sale of $1.0 billion upon the derecognition of the related assets and liabilities. Our accounting for the sale remains subject to certain working capital and other customary adjustments. In connection with the sale, we finalized several ancillary agreements with Montagu and Kohlberg, which have varying durations extending up to 24 months, to facilitate the transfer of the business and cover transition support, quality, distribution, supply, development and manufacturing services. We account for these services separately from the sale, primarily within selling, general and administrative expenses within continuing operations, as they were negotiated primarily to benefit Montagu and Kohlberg and do not represent part of the consideration transferred for the divestiture.
Separately, the Acute Care and IU businesses sale is currently anticipated to be completed by the end of 2026. However, timing remains subject to the regulatory process and other customary closing conditions, and closing may extend into 2027. Upon closing, we expect to receive gross cash proceeds of approximately $530 million, subject to certain working capital and other customary adjustments and transaction costs.
For this transaction, we have also negotiated transition services agreements and other arrangements intended to govern ongoing activities between Teleflex and the buyer following the closing date of the transaction, 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, which we expect to complete at closing.
For additional information regarding the Strategic Divestitures, refer to Note 5 within the condensed consolidated financial statements included in this report.
29
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. to serve as the independent Chair of the Board. In connection with Mr. Kelly's departure, Mr. Kelly is entitled to 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.
On April 30, 2026, we announced the appointment of Jason Weidman as President and Chief Executive Officer, effective June 8, 2026. On that date, Mr. Weidman succeeded Stuart Randle as Interim President and Chief Executive Officer since January 2026, and also joined our Board. Mr. Randle continues to serve as a Board member.
On May 15, 2026, Dr. Klasko and John Heinmiller concluded their respective Board terms at our 2026 annual meeting of stockholders. On that date, Michael J. Tokich was elected to our Board and, in connection with Dr. Klasko’s departure, Andrew A. Krakauer was named Chairman of the Board. On September 8, 2026, Sean M. Salmon was elected to our Board.
Change in reportable segments
During the third quarter of 2026, our chief operating decision maker changed the way he reviews financial information for purposes of assessing business performance and allocating resources from a geographically based business unit presentation to a product based business unit presentation. As a result, we now have the following three reportable segments: Vascular, Interventional and Surgical, which are consistent with our identified reporting units. Additionally, our chief operating decision maker now evaluates segment operating profit using a revised measure that differs from the prior measure, which, amongst other changes, no longer includes certain shared logistics and distribution costs. All prior comparative periods presented have been recast to conform to the current period presentation. These changes in methodology have no impact on our consolidated financial results.
Additionally, because of the change to each of our reporting units, we reallocated the goodwill balances based on the relative fair values of the reporting units and performed goodwill impairment analyses on our reporting units both before and after the reallocation. The estimated fair value of all three reporting units exceeded their carrying value, and no impairment was recorded. The estimated fair value of each reporting unit is sensitive to changes in key assumptions, including projected revenue growth, operating margin and discount rate. The estimated fair value of our Interventional reporting unit exceeded its carrying value by approximately 15%. A hypothetical 1% increase in our discount rate estimate, holding other assumptions constant, would reduce the excess of fair value over carrying value of the Interventional reporting unit to less than 5%. Adverse changes in these assumptions or in market conditions could result in an impairment charge in a future period.
Litigation settlement
In April 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 (referred to as the "Litigation settlement"). Pursuant to the terms of the agreement, we received $25.0 million in monetary consideration in connection with the settlement, which was recognized as a gain within the condensed consolidated statements of income for the nine months ended September 30, 2026. The settlement fully resolves the litigation, with no admission of liability by the other medical device company or by Teleflex.
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 cash payment of €704.3 million, or $825.2 million. 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”). Since that time, the Administration has imposed tariffs under alternative statutory authority designed to replace or preserve elements of the prior tariff framework. The
30
scope and durability of these replacement tariffs remain uncertain and subject to ongoing legal, regulatory and administrative developments.
Following that ruling, the U.S. government established a process for submitting refund requests for tariffs that had been collected under IEEPA, and we submitted several such requests. During the third quarter of 2026, we received approval and payment for substantially all of our submitted refund requests and recognized a benefit of $25.3 million within continuing operations, which reduced cost of goods sold in the condensed consolidated statements of income for the three and nine months ended September 30, 2026. Including refunds related to products associated with the Strategic Divestiture businesses, total refund payments were $39.2 million. The $13.9 million related to the Strategic Divestitures was recorded within discontinued operations. We anticipate submitting additional refund requests during the fourth quarter of 2026 under the final phase of the IEEPA tariff refund process. We have not recorded a receivable related to these additional requests as of September 30, 2026.
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, including the recent 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 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.
Net revenues
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 2025 | ||||||||||||||||||||
| Net revenues | $ | 567.8 | $ | 566.9 | $ | 1,686.4 | $ | 1,423.7 | |||||||||||||||
Net revenues for the three months ended September 30, 2026 increased $0.9 million, or 0.2%, compared to the prior year period, primarily attributable to a $6.0 million increase in sales volumes of existing products and, to a lesser extent, price increases and an increase in sales of new products, partially offset by the prior period including a favorable adjustment to our reserves related to the Italian payback measure, which did not recur.
Net revenues for the nine months ended September 30, 2026 increased $262.7 million, or 18.4%, compared to the prior year period, primarily due to net revenues of $198.1 million generated by the acquired VI Business and a $37.7 million increase in sales volumes of existing products, favorable fluctuations in foreign currency exchange rates and price increases.
31
Gross profit
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 2025 | ||||||||||||||||||||
| Gross profit | $ | 368.8 | $ | 292.0 | $ | 1,007.9 | $ | 813.3 | |||||||||||||||
| Percentage of sales | 65.0 | % | 51.5 | % | 59.8 | % | 57.1 | % | |||||||||||||||
Gross margin for the three months ended September 30, 2026 increased 1,350 basis points, or 26.2%, compared to the prior year period, primarily due to the prior year period including an adverse impact from the amortization of the fair value step-up in inventory recognized in connection with the VI Business acquisition, which did not recur, the benefit from IEEPA tariff refunds and favorable fluctuations in foreign currency exchange rates. The increases in gross profit were partially offset by an increase in costs for quality remediation charges.
Gross margin for the nine months ended September 30, 2026 increased 270 basis points, or 4.7%, compared to the prior year period, primarily due to a net decrease in inventory step-up charges related to the VI Business acquisition and the benefit from IEEPA tariff refunds, partially offset by an increase in costs for quality remediation and excess and obsolete inventory charges.
Selling, general and administrative
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 2025 | ||||||||||||||||||||
| Selling, general and administrative | $ | 220.7 | $ | 207.4 | $ | 660.3 | $ | 497.8 | |||||||||||||||
| Percentage of sales | 38.9 | % | 36.6 | % | 39.2 | % | 35.0 | % | |||||||||||||||
Selling, general and administrative expenses for the three months ended September 30, 2026 increased $13.3 million compared to the prior year period, which was primarily attributable to higher performance related employee-benefit expenses, an increase in marketing expenses and higher IT related costs.
Selling, general and administrative expenses for the nine months ended September 30, 2026 increased $162.5 million compared to the prior year period, which was primarily attributable to the prior year period including a benefit from non-designated foreign currency forward contracts designed to hedge against the cash consideration for the VI Business, which did not recur, and operating, integration and amortization expenses associated with the acquired VI Business. The increases in selling, general and administrative expenses were partially offset by a gain recognized from the Litigation settlement and a decrease in contingent consideration expense.
Research and development
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 2025 | ||||||||||||||||||||||||||||||||
| Research and development | $ | 43.0 | $ | 44.3 | $ | 132.5 | $ | 96.0 | |||||||||||||||||||||||||||
| Percentage of sales | 7.6 | % | 7.8 | % | 7.9 | % | 6.7 | % | |||||||||||||||||||||||||||
Research and development expenses for the three months ended September 30, 2026 decreased $1.3 million compared to the prior year period, which was primarily attributable to lower European Union Medical Device Regulation related costs, partially offset by higher project spend within our Interventional product portfolio.
Research and development expenses for the nine months ended September 30, 2026 increased $36.4 million compared to the prior year period, which was due to higher project spend within our Interventional product portfolio primarily associated with the acquired VI Business.
Restructuring charges, separation costs and impairment charges
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 2025 | ||||||||||||||||||||
| Restructuring (credits) charges, separation costs and impairment charges | $ | (0.3) | $ | 102.8 | $ | 16.7 | $ | 115.0 | |||||||||||||||
Restructuring credits for the three months ended September 30, 2026, primarily consisted of changes in estimates with respect to termination benefits. Restructuring charges, separation costs and impairment charges for the nine months ended September 30, 2026 primarily consisted of termination benefits related to the Strategic Divestitures restructuring plan (defined below).
32
Restructuring charges, separation costs and impairment charges for the three and nine months ended September 28, 2025 primarily consisted of an asset impairment charge of $100.0 million related to our Titan SGS asset group.
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. 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 pre-tax 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 $34 million to $40 million. We expect the majority of the restructuring and restructuring related charges will 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 | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 2025 | ||||||||||||||||||||
| Interest expense | $ | 21.2 | $ | 31.8 | $ | 74.9 | $ | 72.1 | |||||||||||||||
| Average interest rate on debt | 3.5 | % | 4.1 | % | 3.5 | % | 4.1 | % | |||||||||||||||
The decrease in interest expense for the three months ended September 30, 2026 compared to the prior year period was due to a decrease in average outstanding debt balance and a lower average interest rate resulting from decreases in interest rates associated with our variable interest rate debt instruments.
The increase in interest expense for the nine months ended September 30, 2026 compared to the prior year period was 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.
33
Loss on extinguishment of debt
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 2025 | ||||||||||||||||||||
| Loss on extinguishment of debt | $ | 3.4 | $ | — | $ | 4.5 | $ | — | |||||||||||||||
During the three months ended September 30, 2026, we recognized a $3.4 million loss on extinguishment of debt due to the write-off of unamortized deferred financing costs in connection with the redemption of the term A-2 loan facility.
During the nine months ended September 30, 2026, we recognized a $4.5 million loss on extinguishment of debt due to the write-off of unamortized deferred financing costs in connection with the redemptions of both the term A-2 loan facility and the 4.625% Senior Notes due 2027.
Taxes on income from continuing operations
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 2025 | ||||||||||||||||||||
Effective income tax rate (1) | 34.7 | % | 36.8 | % | 26.7 | % | (67.9) | % | |||||||||||||||
(1) The effective income tax rates for the three and nine months ended September 30, 2026 represent income tax expense. The effective income tax rates for the three and nine months ended September 28, 2025 represent an income tax benefit.
The effective income tax rate for the three and nine months ended September 30, 2026 include income tax expense for the remeasurement of deferred tax liabilities on certain intangible assets arising from a change in tax status of an entity, which occurred in connection with the Strategic Divestitures. The effective income tax rates for the three and nine months ended September 28, 2025 reflect a tax benefit associated with the impairment of the Titan SGS asset group. The effective tax rate for the nine months ended September 28, 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 all periods reflect tax benefits from Foreign-Derived Deduction Eligible Income (FDDEI) and research and development tax credits.
Discontinued operations
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 2025 | ||||||||||||||||||||
| Income (loss) from discontinued operations | $ | 873.1 | $ | (350.5) | $ | 927.8 | $ | (253.4) | |||||||||||||||
Discontinued operations generated income for the three and nine months ended September 30, 2026, compared to losses for the prior year periods. The favorable change was primarily driven by the gain on sale of the OEM business, net of tax, recognized in the third quarter of 2026, and the non-recurrence of a goodwill impairment charge recognized during the third quarter of 2025. The increases from discontinued operations were partially offset by higher separation costs. Income from discontinued operations for the three and nine months ended September 30, 2026 also includes a deferred tax benefit, related to a prior impairment of certain intangible assets, arising from a change in tax status of an entity occurring in connection with the Strategic Divestitures.
For additional information, see Note 5 to the condensed consolidated financial statements included in this report.
34
Segment Financial Information
| Segment net revenues | |||||||||||||||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | % Increase/(Decrease) | September 30, 2026 | September 28, 2025 | % Increase/ (Decrease) | ||||||||||||||||||||||||||||||
| Vascular | $ | 243.5 | $ | 232.5 | 4.7 | $ | 726.6 | $ | 677.6 | 7.2 | |||||||||||||||||||||||||
| Interventional | 210.3 | 215.9 | (2.6) | 626.8 | 430.0 | 45.8 | |||||||||||||||||||||||||||||
| Surgical | 114.0 | 109.5 | 4.2 | 333.0 | 307.1 | 8.4 | |||||||||||||||||||||||||||||
Segment net revenues (1) | $ | 567.8 | $ | 557.9 | 1.8 | $ | 1,686.4 | $ | 1,414.7 | 19.2 | |||||||||||||||||||||||||
| Segment operating profit | |||||||||||||||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | % Increase/(Decrease) | September 30, 2026 | September 28, 2025 | % Increase/ (Decrease) | ||||||||||||||||||||||||||||||
| Vascular | $ | 96.7 | $ | 82.4 | 17.3 | $ | 277.0 | $ | 237.9 | 16.5 | |||||||||||||||||||||||||
| Interventional | 27.5 | (2.8) | * | 65.0 | 60.6 | 7.3 | |||||||||||||||||||||||||||||
| Surgical | 52.3 | 43.2 | 20.9 | 150.2 | 111.8 | 34.3 | |||||||||||||||||||||||||||||
Segment operating profit (2) | $ | 176.4 | $ | 122.8 | 43.6 | $ | 492.2 | $ | 410.3 | 20.0 | |||||||||||||||||||||||||
(1)See Note 3 to the condensed consolidated financial statements included in this report for a reconciliation of segment net revenues to our condensed consolidated net revenues from continuing operations.
(2)See Note 15 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, taxes and loss on extinguishment of debt.
*Percentage greater than 100%, or not meaningful.
Comparison of the three and nine months ended September 30, 2026 and September 28, 2025
Vascular
Vascular net revenues for the three months ended September 30, 2026 increased $11.0 million, or 4.7%, compared to the prior year period, which was primarily attributable to a $7.1 million increase in sales volumes of existing products and price increases.
Vascular net revenues for the nine months ended September 30, 2026 increased $49.0 million, or 7.2%, compared to the prior year period, which was primarily attributable to a $29.0 million increase in sales volumes of existing products, favorable fluctuations in foreign currency exchange rates and price increases.
Vascular operating profit for the three months ended September 30, 2026 increased $14.3 million, or 17.3%, compared to the prior year period, which was primarily attributable to an increase in gross profit resulting from higher sales, price increases and favorable mix, partially offset by an increase in marketing expense.
Vascular operating profit for the nine months ended September 30, 2026 increased $39.1 million, or 16.5%, compared to the prior year period, which was primarily attributable to an increase in gross profit resulting from higher sales and price increases.
Interventional
Interventional net revenues for the three months ended September 30, 2026 decreased $5.6 million, or 2.6%, compared to the prior year period, which was primarily attributable to a $3.5 million decrease in sales volumes of existing products and price decreases.
Interventional net revenues for the nine months ended September 30, 2026 increased $196.8 million, or 45.8%, compared to the prior year period, which was primarily attributable to net revenues of $198.1 million generated by the acquired VI Business, partially offset by decreases in sales volumes of existing products.
Interventional operating profit for the three months ended September 30, 2026 increased $30.3 million compared to the prior year period, which was primarily due to an increase in gross profit stemming from the prior year period including an adverse impact from the amortization of the fair value step-up in inventory recognized in connection with the VI Business acquisition, which did not recur, partially offset by higher manufacturing costs.
35
Interventional operating profit for the nine months ended September 30, 2026 increased $4.4 million, or 7.3%, compared to the prior year period, which was primarily attributable to increases in gross profit resulting from higher sales generated by the acquired VI Business and the favorable impact stemming from a net decrease in inventory step-up charges related to the VI Business acquisition, partially offset by higher operating expenses associated with the VI Business acquisition.
Surgical
Surgical net revenues for the three months ended September 30, 2026 increased $4.5 million, or 4.2%, compared to the prior year period, which was primarily attributable to a $2.4 million increase in sales volume of existing products, a $1.3 million increase in sales of new products and price increases.
Surgical net revenues for the nine months ended September 30, 2026 increased $25.9 million, or 8.4%, compared to the prior year period, which was primarily attributable to an $11.5 million increase in sales volumes of existing products, a $7.0 million increase in sales of new products and price increases.
Surgical operating profit for the three months ended September 30, 2026 increased $9.1 million, or 20.9%, compared to the prior year period, which was due to an increase in gross profit, reflecting higher sales and price increases, and lower research and development expenses.
Surgical operating profit for the nine months ended September 30, 2026 increased $38.4 million, or 34.3%, compared to the prior year period, which was primarily attributable to an increase in gross profit resulting from higher sales, favorable mix, and price increases in addition to lower contingent consideration and research and development expenses.
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.
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, to hedge against the effect of variability in the U.S. dollar to euro exchange rate (the "2026 Euro Cross-currency swap agreements"). Each of the 2026 Euro Cross-currency swap agreements had a notional amount of $50 million and was designated as a net investment hedge. The 2026 Euro 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 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. On July 9, 2026, we terminated the 2025 Cross-currency swap agreements and we simultaneously executed two new separate term cross-currency swap agreements with the same expiration dates and notional values (together, the "2026 CHF Cross-currency swap agreements"). The 2026 CHF Cross-currency swap agreements expiring in 2030 include six different financial institution counterparties and notionally exchanged $300 million for CHF 248.8 million at an annual interest rate of 3.77%. The 2026 CHF Cross-currency swap agreements expiring in 2032 include four different financial institution counterparties and notionally exchanged $300 million for CHF 251.8 million at an annual interest rate of 3.66%. The 2026 CHF cross-currency swaps were off-market at inception. The off-market value will be amortized ratably into earnings over the remaining life of each swap. The interest rate component will remain in accumulated other comprehensive income until the underlying net investment is sold or substantially liquidated. Each of the 2026 CHF Cross-currency swap agreements was designated a net investment hedge. The
36
impact to our financial statements was immaterial as a result of the termination of the 2025 Cross-currency swap agreements.
On December 9, 2025, the Board of Directors authorized a share repurchase program for up to $1 billion of our common stock.
During the three and nine months ended September 30, 2026, we repurchased 0.5 million and 2.4 million shares of our common stock for $58.6 million and $308.6 million, respectively, through open market transactions at an average price of $129.74 and $130.64 per share, respectively.
Additionally, during the third quarter, we entered into an accelerated share repurchase program to repurchase an aggregate of $250.0 million of our common stock. Under this agreement, 1.4 million shares of common stock, representing 80% of the $250.0 million aggregate, were delivered and included in treasury stock during the three months ended September 30, 2026. The initial shares received were calculated based on a price per share of $138.89, which was the closing share price of our common stock on August 6, 2026. Final settlement under the agreement occurred on October 7, 2026, at which time we received 0.5 million additional shares of common stock. The total shares received were calculated based on a price per share of $129.43, which was based on volume-weighted average prices of our common stock during the accelerated share repurchase period less a discount.
As of September 30, 2026, we had $441.4 million remaining available under the authorization. Subsequent to September 30, 2026 and through the date of this report, we repurchased an additional 0.3 million shares of our common stock for $41.4 million through open market transactions at an average price of $125.13. Giving effect to these repurchases, $400.0 million remains available under the authorization.
Commencing on July 1, 2026, the first day of the third quarter, through the date of this report, we repurchased 2.7 million shares of our common stock for $350.0 million (average price of $128.96 per share). Commencing on January 1, 2026 through the date of this report, we repurchased 4.6 million shares for $600.0 million (average price of $129.74 per share). In each case, the activity reflects both the open market transactions and the accelerated share repurchase program described above.
The timing, price and actual number of shares of remaining 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.
Cash Flows from continuing operations
Net cash provided by operating activities from continuing operations was $234.8 million for the nine months ended September 30, 2026 as compared to net cash provided by operating activities of $10.3 million for the nine months ended September 28, 2025. The $224.5 million increase was primarily attributable to favorable changes in working capital as well as proceeds from the Litigation settlement and IEEPA tariff refunds. The favorable changes in working capital were driven by lower tax payments, a favorable increase in accounts payable and accrued expenses, reflecting the timing of vendor payments, and a favorable increase related to accounts receivable, as the prior year period reflected the build-up of receivables that were not acquired with the VI Business.
Net cash used in investing activities from continuing operations was $101.7 million for the nine months ended September 30, 2026, and primarily consisted of $54.4 million of capital expenditures and $38.3 million in net payments on swaps designated as net investment hedges.
Net cash used in financing activities from continuing operations was $1.6 billion for the nine months ended September 30, 2026, and primarily consisted of a $1.0 billion decrease in net borrowings under our Senior Credit Facility, $555.0 million in repurchases of our common stock, $43.7 million in dividend payments and $16.1 million of fees paid related to the new Credit Agreement and Senior Notes due 2032.
Cash Flows from discontinued operations
Net cash provided by discontinued operations was $1.5 billion for the nine months ended September 30, 2026, compared to net cash provided by discontinued operations of $153.7 million for the nine months ended September
37
28, 2025. The $1.4 billion increase was primarily attributable to proceeds from the sale of the OEM business and IEEPA tariff refunds, partially offset by higher separation costs related to the Strategic Divestitures.
Borrowings
On May 26, 2026, we entered into a new Credit Agreement (the “Credit Agreement”), which effectuated the refinancing of the Company’s previously existing credit agreement evidenced in that certain Third Amended and Restated Credit Agreement, dated as of November 4, 2022 (as amended prior to the date hereof). Under the new Credit Agreement, the maturity dates of the revolving credit facility and the term A-1 loan facility were extended to May 26, 2031, while the maturity date of the term A-2 loan facility was extended to May 26, 2028.
On June 15, 2026, we issued $500.0 million of 5.875% Senior Notes due 2032 (the "2032 Notes"). We used the net proceeds from the offering, together with cash on hand, to fund the redemption of our 4.625% Senior Notes due 2027.
Subsequently, in August 2026 following the completion of the OEM sale, we utilized a portion of the net cash proceeds to pay off the $700 million term A-2 loan facility and to pay down $490.0 million of our revolving credit facility. For additional information regarding borrowings, refer to Note 9 within the condensed consolidated financial statements included in this report. We expect to fund estimated cash taxes arising from the gain on the sale of the OEM business in the fourth quarter of 2026 with borrowings under our revolving credit facility and cash on hand.
The indentures governing our 5.875% Senior Notes due 2032 and 4.25% Senior Notes due 2028 (the "2028 Notes" and together with the 2032 Senior Notes, the "Senior 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 September 30, 2026, we were in compliance with these requirements.
The obligations under the Credit Agreement, the 2032 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 Senior 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 September 30, 2026 and December 31, 2025 and for the nine months ended September 30, 2026 is as follows:
| Nine Months Ended | ||||||||||||||||||||
| September 30, 2026 | ||||||||||||||||||||
| Obligor Group | Intercompany | Obligor Group (excluding Intercompany) | ||||||||||||||||||
| Net revenue | $ | 1,623.0 | $ | 206.7 | $ | 1,416.3 | ||||||||||||||
| Cost of goods sold | 806.6 | (104.2) | 910.8 | |||||||||||||||||
| Gross profit | 816.4 | 310.9 | 505.5 | |||||||||||||||||
| Net income (loss) | 137.9 | 309.1 | (171.2) | |||||||||||||||||
| September 30, 2026 | December 31, 2025 (1) | |||||||||||||||||||||||||||||||||||||
| Obligor Group | Intercompany | Obligor Group (excluding Intercompany) | Obligor Group | Intercompany | Obligor Group (excluding Intercompany) | |||||||||||||||||||||||||||||||||
| Total current assets | $ | 1,099.7 | $ | 226.1 | $ | 873.6 | $ | 1,186.7 | $ | 211.6 | $ | 975.1 | ||||||||||||||||||||||||||
| Total assets | 4,133.7 | 334.4 | 3,799.3 | 5,011.1 | 301.3 | 4,709.8 | ||||||||||||||||||||||||||||||||
| Total current liabilities | 1,420.2 | 908.1 | 512.1 | 1,139.4 | 763.6 | 375.8 | ||||||||||||||||||||||||||||||||
| Total liabilities | 4,715.9 | 2,470.7 | 2,245.2 | 4,204.5 | 971.1 | 3,233.4 | ||||||||||||||||||||||||||||||||
(1)During the second quarter of 2026, certain existing subsidiaries were designated as Guarantor Subsidiaries and as a result, we recast the prior period comparative summarized financial information.
38
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 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 ongoing conflicts 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
39
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
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.
40
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 September 30, 2026 and December 31, 2025, we had accrued liabilities of $0.7 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 September 30, 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.
41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table presents the repurchases of our common stock during the three months ended September 30, 2026:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(1) (in millions) | |||||||||||||||||||
| July 1, 2026 - July 31, 2026 | — | $ | — | — | $ | 750 | |||||||||||||||||
August 1, 2026 - August 31, 2026(2),(3) | 1,506,800 | 138.90 | 1,506,800 | 491 | |||||||||||||||||||
September 1, 2026 - September 30, 2026(2),(3) | 385,122 | 128.11 | 385,122 | 441 | |||||||||||||||||||
| Total | 1,891,922 | 1,891,922 | |||||||||||||||||||||
(1)On December 9, 2025, the Board of Directors authorized a share repurchase program for up to $1 billion of our common stock.
(2)During the three months ended September 30, 2026, as part of our share repurchase program, we repurchased an aggregate of 0.5 million shares of our common stock for $58.6 million through open market transactions.
(3)On August 7, 2026, as part of our share repurchase program, we entered into an accelerated share repurchase program (the "ASR Transaction") with Truist Bank (the “Counterparty”) to repurchase an aggregate of $250 million (the "Repurchase Price") of our common stock. Under the terms of the ASR Transaction, on August 10, 2026, we paid the Repurchase Price to the Counterparty in exchange for 1.4 million shares of our common stock, representing shares with a value of 80% of the total Repurchase Price. The initial shares received, which have been included in treasury stock as of September 30, 2026, were calculated based on a price per share of $138.89, which was the closing share price of our common stock on August 6, 2026. Final settlement under the ASR Transaction occurred on October 7, 2026, at which time we received 0.5 million additional shares of common stock. The total shares received were calculated based on a price per share of $129.43, which was based on volume-weighted average prices of our common stock during the accelerated share repurchase period less a discount. As of September 30, 2026, we had $441.4 million remaining available under the authorization. See "Management's Discussion and Analysis of Financial Condition - Liquidity and Capital Resources."
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the quarter ended September 30, 2026, none of our directors or executive officers entered into terminated
42
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this report:
| Exhibit No. | Description | ||||||||||||||||
| 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 September 30, 2026, formatted in inline XBRL (eXtensible Business Reporting Language): (i) Cover Page; (ii) the Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2026 and September 28, 2025; (iii) the Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2026 and September 28, 2025; (iv) the Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025; (v) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and September 28, 2025; (vi) the Condensed Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2026 and September 28, 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 September 30, 2026, formatted in inline XBRL (included in Exhibit 101.1). | |||||||||||||||
____________________________________
*Incorporated by reference.
43
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/ Jason R. Weidman | |||||||||||||
Jason R. Weidman 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: November 5, 2026
44
Exhibit 22
Subsidiary Guarantors of Guaranteed Securities
The following subsidiaries of Teleflex Incorporated are guarantors of its $500 million principal amount of 4.25% Senior Notes due 2028 and its $500 million principal amount of 5.875% Senior Notes due 2032:
Arrow International LLC
Arrow Interventional, Inc.
NeoTract, Inc.
Standard Bariatrics, Inc.
Teleflex Life Sciences LLC
Teleflex Life Sciences II LLC
Teleflex LLC
Teleflex Logistics LLC
Teleflex Medical Devices LLC
Teleflex Medical LLC
Traverse Vascular, Inc.
TFX North America Inc.
Vascular Solutions LLC
Z-Medica, LLC
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Jason R. Weidman, 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: November 5, 2026 | /s/ Jason R. Weidman | |||||||
| Jason R. Weidman | ||||||||
President and Chief Executive Officer (Principal 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: November 5, 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 September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jason R. Weidman, 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: November 5, 2026 | /s/ Jason R. Weidman | |||||||
Jason R. Weidman President and Chief Executive Officer (Principal 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 September 30, 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: November 5, 2026 | /s/ John R. Deren | |||||||
John R. Deren Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||||