8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 17, 2025

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UFP Technologies, Inc.

(Exact name of registrant as specified in its charter)

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Delaware	001-12648	04-2314970
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 Hale Street

Newburyport, Massachusetts - USA 01950-3504

(Address of Principal Executive Offices) (Zip Code)

(978) 352-2200

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	UFPT	The NASDAQ Stock Market L.L.C.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

UNIPEC Acquisition

Pursuant to the terms of a Stock Purchase Agreement, dated as of July 2, 2025 (the “UNIPEC Purchase Agreement”), by and among UNIPEC, Incorporated (“UNIPEC”), the sole stockholder of UNIPEC, Brandt Berghers (the “Seller”), and UFP Technologies, Inc. (“UFP” or the “Company”), UFP purchased from the Seller all of the issued and outstanding shares of UNIPEC. Founded in 1964 with annual sales of approximately $5 million and headquartered in Rockville, Maryland, UNIPEC develops and manufactures precision thermoformed and heat-sealed polymer components used primarily for shielding batteries in Class III implantable medical devices.

The UNIPEC shares were acquired for an aggregate purchase price of $7.5 million in cash. The aggregate purchase price at closing was approximately 3.75 times the UNIPEC adjusted net income before interest, taxes, depreciation and amortization (adjusted EBITDA, which is a non-GAAP financial measure). A portion of the purchase price is being held in escrow to indemnify the Company against certain claims, losses and liabilities.

The UNIPEC Purchase Agreement contains customary representations, warranties, indemnities and covenants customary for transactions of this type.

TPI Acquisition

Pursuant to the terms of a Securities Purchase Agreement, dated as of July 7, 2025 (the “TPI Purchase Agreement”), by and among Techno Plastics Industries, Inc. (“TPI”), the stockholders of TPI, Marta G. Lopez Tous, Benito Diaz Alemany, Miriam Amely Ramos, Miguel A. Perez Lopez, Ana E. Montalvo Rodríguez, Maria M. Emanuelli Fernandez, Maria C. Chamoun Emanuelli, Diana T. Chamoun Emanuelli, and Ana M. Chamoun Emanuelli, individually and Maria C. Chamoun Emanuelli, as the sellers’ representative (collectively the “Sellers”), and UFP, UFP purchased from the Sellers all of the issued and outstanding shares of TPI. Founded in 1988 and headquartered in Anasco, Puerto Rico with annual sales of approximately $10 million, TPI is a specialty manufacturer of precision thermoplastic injection-molded components.

The TPI shares were acquired for an aggregate purchase price of $4.5 million in cash. The aggregate purchase price at closing was approximately 4.5 times the TPI adjusted net income before interest, taxes, depreciation and amortization (adjusted EBITDA which is a non-GAAP financial measure). A portion of the purchase price is being held by the Company to indemnify the Company against certain claims, losses and liabilities.

The TPI Purchase Agreement contains customary representations, warranties and covenants customary for transactions of this type.

On July 17, 2025, UFP issued a press release relating to the completion of the Company’s acquisition of UNIPEC and TPI. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Limitation on Incorporation by Reference. The information furnished in this Item 7.01, including the press releases attached hereto as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press releases attached as exhibits hereto, the press releases contain forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press releases regarding these forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release dated July 17, 2025 of UFP Technologies, Inc. announcing the completion of its acquisition of UNIPEC and TPI
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UFP Technologies, Inc.
Date: July 17, 2025	By:	/s/ Ronald J. Lataille
		Ronald J. Lataille
		Chief Financial Officer and Senior Vice President

EdgarFiling EXHIBIT 99.1

UFP Technologies Acquires UNIPEC and TPI to Expand Film and Thermoplastic Molding Capabilities

NEWBURYPORT, Mass., July 17, 2025 (GLOBE NEWSWIRE) -- UFP Technologies, Inc. (Nasdaq: UFPT), a designer and custom manufacturer of comprehensive solutions for medical devices, sterile packaging, and other highly engineered custom products, today announced the acquisitions of Universal Plastics & Engineering Company, Inc. (“UNIPEC”) and Techno Plastics Industries, Inc. (“TPI”). These transactions further expand UFP’s capabilities in tight tolerance film components and thermoplastic molding for the medical device market.

UNIPEC, headquartered in Rockville, Maryland, develops and manufactures precision thermoformed and heat-sealed polymer components used primarily for shielding batteries in Class III implantable medical devices. The company is an excellent strategic fit with UFP’s Welch Fluorocarbon operation, enhancing its thin film platform and increasing production scale for demanding implantable applications.

“We are excited to welcome UNIPEC to our growing portfolio of high-performance film solutions,” said R. Jeffrey Bailly, Chairman and CEO of UFP Technologies. “Their expertise in tight tolerance molding of specialty EMI shielding materials adds further strength to our implantable device offerings and complements Welch Fluorocarbon’s core capabilities.”

TPI, based in Anasco, Puerto Rico, is a specialty manufacturer of precision thermoplastic injection-molded components. “TPI brings deep expertise in engineering, tooling, and molding of medical device components and services a number of existing UFP clients – expanding on our commitment to create more value for our customers by adding complementary technologies to meet more of their needs,” explained Bailly.

“TPI is a strong strategic fit that bolsters our thermoplastic molding capabilities. They are strategically located near our DAS business in the Dominican Republic that utilizes a number of injection molded components in our robotic assisted surgery drape solutions,” said Bailly.

“These acquisitions further our strategy of expanding capabilities in high-growth, high-barrier sectors of the medical device market,” added Bailly. “Each company brings unique technologies, strong leadership, and deep application knowledge that will strengthen our partnerships with leading medical device OEMs.”

Transaction Financial Highlights

• UNIPEC has approximately $5 million in revenue and $2 million in EBITDA.
• TPI has approximately $10 million in revenue and $1 million in EBITDA.
• The transactions were financed with available cash and borrowings under UFP’s existing credit facility.

About UFP Technologies, Inc.

UFP Technologies is a designer and custom manufacturer of comprehensive solutions for medical devices, sterile packaging, and other highly engineered custom products. UFP is an important link in the medical device supply chain and a valued outsource partner to most of the top medical device manufacturers in the world. The Company’s single-use and single-patient devices and components are used in a wide range of medical devices and packaging for minimally invasive surgery, infection prevention, wound care, wearables, orthopedic soft goods, and orthopedic implants.

Forward Looking Statements

This press release contains statements relating to expected financial performance and/or future business prospects, events, and plans that are forward-looking statements. Such statements include but are not limited to: the anticipated effects on us of acquiring UNIPEC and TPI; anticipated trends in the different markets in which we compete and expectations regarding customer demand; expectations regarding our business opportunities; and statements about our growth potential and strategies for growth. Investors are cautioned that such forward-looking statements involve risks and uncertainties that could adversely affect our business and prospects, and otherwise cause actual results to differ materially from those anticipated by such forward-looking statements, including the risks that the Company will not realize the anticipated benefits of the acquisition of UNIPEC and TPI due to the inability of the Company to execute its business strategy, UNIPEC and TPI integration strategy or otherwise as well as other risks and uncertainties that are detailed in the documents we file with the SEC. Accordingly, actual results may differ materially. Readers are referred to the documents we file with the SEC, specifically the last report on Form 10-K. The forward-looking statements contained herein speak only of our expectations as of the date of this press release. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any such statement to reflect any change in our expectations or any change in events, conditions, or circumstances on which any such statement is based.

Contact: Ron Lataille 978-234-0926, rlataille@ufpt.com www.ufpt.com