8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Current Report Pursuant to

Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 31, 2025

UFP Technologies,

Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-12648	04-2314970
(Commission File Number)	(IRS Employer Identification No.)
100 Hale Street, Newburyport, MA - USA	01950-3504
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(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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on whichregistered
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 1.01	Entry into a Material Definitive Agreement.

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On March 31, 2025, AJR Enterprises, LLC, a wholly owned subsidiary of UFP Technologies, Inc., a Delaware corporation (the “Company”) entered into two supply agreements - a new supply agreement (the “March 31 Letter Agreement”) and an amended and restated supply agreement (the “March 26 Letter Agreement”)

• with Sage Products, LLC (“Stryker”, and together with the Company, the “Parties”), its second largest customer, securing exclusive manufacturing rights on a significant portion of its recently acquired business through AJR Enterprises.(together, the “Agreements”).

Pursuant to the terms of the March 31 Letter Agreement, among other things, for a 42-month period commencing on January 1, 2026, Stryker has agreed to purchase one hundred percent of its requirements for certain products from the Company on an exclusive basis. The Company has agreed to purchase the necessary equipment to manufacture the products for Stryker on an exclusive basis. Stryker’s requirement to purchase the products from the Company will cease upon the occurrence of certain events as set forth in the agreement, such as failure by the Company to meet applicable regulatory requirements or to comply with Stryker’s quality requirements. The agreement contemplates investments by both Parties and a commitment by the Company to transfer manufacturing over the next two years to the Dominican Republic. Payment terms are as agreed in that certain Supply Agreement between the Parties, dated as of January 1, 2021. Stryker is eligible to receive price reductions as the products transfer.

Pursuant to the terms of the March 26 Letter Agreement, among other things, for an approximately 63-month period, effective as of April 24, 2024, Stryker has agreed to purchase one hundred percent of its requirements for certain products from the Company on an exclusive basis. Stryker’s requirement to purchase the products from the Company will cease upon the occurrence of certain events as set forth in the agreement, such as failure by the Company to meet applicable regulatory requirements or to comply with Stryker’s quality requirements. The agreement contemplates investments by both Parties and a commitment by the Company to transfer manufacturing over the next two years to the Dominican Republic. The Company has agreed to purchase the necessary equipment to manufacture the products for Stryker on an exclusive basis. Payment terms are as agreed in that certain Supply Agreement between the Parties, dated as of January 1, 2021. Stryker is eligible to receive price reductions as the products transfer.

The above description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of each Agreement, a copy of the March 31 Letter Agreement filed herewith as Exhibit 10.1 and a copy of the March 26 Letter Agreement filed herewith as Exhibit 10.2, and each are incorporated by reference herein.

Forward-Looking Statements

Certain statements in this current report on Form 8-K may be considered "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. In some cases, the reader can identify forward-looking statements by words such as "may," "should," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," or similar words. Forward-looking statements relate to expected financial or operating performance and/or future business prospects, events, and plans. Such statements include, but are not limited to: statements regarding the revenue generated pursuant to agreements entered into by us, and other statements regarding the duration, future performance, and effects of agreements entered into by us. 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, or otherwise. These risks include, without limitation: risks relating to our performance and the performance of our counterparties under the agreements we have entered into, the risk that the counterparty will not purchase the expected volume of goods under the agreements because, among other things, the counterparty no longer requires the product at all or to the degree it anticipated, the counterparty’s own performance falters, risks relating to our ability to maintain increased levels of production at profitable levels, if at all, or to continue to increase production rates and risks relating to disruptions and delays in our supply chain or labor force or the move of our production capability to the Dominican Republic. 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 Form 8-K. 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, except as otherwise required by law.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br><br> <br>No.	Description
10.1*	Supplier Letter Agreement between Sage Products, LLC and AJR Enterprises, LLC, dated March 31, 2025.
10.2*	Amended and Restated Supplier Letter Agreement between Sage Products, LLC and AJR Enterprises, LLC, dated March 26, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Pursuant to Item 601(b)(10) of Regulation S-K, certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Further, the schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

SIGNATURES

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

Dated: April 4, 2025	UFP TECHNOLOGIES, INC.
	By:   /s/ Ronald J. Lataille
	Ronald J. Lataille, Chief Financial<br><br> <br>Officer and Senior Vice President

Exhibit 10.1

Certain identified information has been excluded because it is both not material and would be competitively harmful if publicly disclosed. These redacted terms have been marked in this exhibit at the appropriate places with the three asterisks [***].

Stryker Medical - Sage

Global Quality and Operations

Sage Products, LLC

3909 Three Oaks Rd

Cary, Illinois 60013

AJR Enterprises, LLC.

Attn: Mitch Rock

1200 Rukel Way

St Charles, IL 60174

March 31, 2025

Subject: [***]Exclusive Supplier Letter of Commitment.

Dear Mitch,

This letter agreement documents and formalizes the agreement by and between Sage Products, LLC., with a place of business at 3909 Three Oaks Road, Cary, IL 60013 (herein referred to as "Stryker") and AJR Enterprises, LLC., with a place of business at 1200 Rukel Way,St Charles, IL 60174 (herein referred to as "Supplier")("Letter Agreement"). Stryker and Supplier are referred to herein collectively as the "Parties" and individually as a "Party''.

In consideration of the covenants and agreements set forth below and other good and valuable consideration the sufficiency of which is agreed to by the Parties, the Parties hereby agree as follows:

Supplier agrees to purchase the equipment required on Exhibit A (hereinafter, collectively the **"Equipment")**and Stryker agrees to purchase from Supplier the products listed on Exhibit B (hereinafter, the ''Products") under the following conditions:

1.	Supplier Commitment
a.	Acquisition of Equipment.<br>Supplier agrees to purchase the Equipment identified in Exhibit A which shall be used solely for the manufacture of the Products<br>for Stryker. The Equipment shall be deemed to be "Tools" as set forth in Section 9.3. of that Supply Agreement by and between<br>Stryker and Supplier dated January1, 2021**("Supply Agreement")** and Supplier shall maintain the Equipment in accordance<br>with the Equipment Placement Terms of the Supply Agreement.
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b.	Manufacturing Line. Supplier<br>agrees to use the Equipment and make any additional investments necessary to establish a manufacturing line capable of manufacturing the<br>Products in accordance with the forecast provided by Stryker (the "Manufacturing Line").
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c.	Product Price. Supplier agrees<br>to supply the Products to Stryker at the prices and pursuant to the terms set forth in Exhibit B.
2.	Stryker Commitment
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a.	Payment.<br>Stryker agrees to pay Supplier [***] for the Equipment. Title to Equipment will transfer to Stryker upon<br>successful completion of validation activities.
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b.	Exclusivity.<br>In exchange for Supplier's investments in the Manufacturing Line for the Products and other Supplier's commitment<br>set forth in Exhibit A, Stryker agrees to purchase one hundred percent (100%) of its requirements for such Products from Supplier for<br>the duration of the Term. For clarity, Stryker will not purchase those<br>Products from any other Supplier, and neither Stryker nor its affiliates will manufacture and/or supply those Products for the duration<br>of the Term. Notwithstanding the foregoing, Stryker's obligation<br>pursuant to this
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Section 2 shall cease if any of the following events is not cured by Supplier within sixty (60) days from Stryker's notification of the failure to the Supplier (e.g. by email), or as otherwise provided in sub-section iii below, provided that the delay in remedying such failure is not caused by any action or omission of Stryker:

i.	[***];
ii.	[***];
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iii.	[***];
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iv.	[***]; or
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v.	[***].
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Notwithstanding the foregoing, Supplier shall not be deemed in breach of this Letter Agreement if any failure to perform herein is caused by a Force Majeure Event (as defined in the Supply Agreement).

3.	Term:<br>This Letter Agreement shall be effective as of January1st, 2026<br>("Effective Date") and shall expire on July 1st,<br>2030 ("Term").
4.	General Terms.<br>This Letter Agreement, including<br>any documents referred to herein and any<br>exhibits attached hereto, are incorporated herein by reference and constitute the entire<br>agreement between the Parties with<br>respect to the purpose herein, and there are no other representations, warranties, covenants,<br>or obligations with respect<br>to the purpose herein except as set<br>forth in this Letter Agreement. In the event of<br>conflict between the Letter Agreement and the Supply Agreement or any Purchase Order, this Letter Agreement shall supersede.<br>Except as provided below, neither Party<br>may assign this Letter Agreement without the prior written<br>consent of the other Party. All of the<br>terms and provisions of this Letter Agreement shall be binding<br>upon, shall inure to the benefit of, and<br>be enforceable by successors and<br>assigns of the Parties. Termination<br>or expiry of this<br>Letter Agreement shall not affect any rights, remedies, obligations<br>or liabilities of the Parties that have accrued<br>up to the date of termination<br>or expiry, including<br>the right to claim damages for any breach of this Letter Agreement that<br>existed at or before the date of termination or expiry. Except as otherwise stated herein,<br>this Letter Agreement shall<br>not be deemed to create any obligation on<br>either Party to consummate any other agreement<br>or business relationship. This Letter Agreement shall not confer<br>any right or remedy upon any person<br>other than the Parties and<br>their respective successors and<br>permitted assigns. The waiver of any<br>right or remedy by a<br>Party for a breach of this Letter<br>Agreement by the other Party shall not be construed<br>to be a waiver by such<br>Party of any future breach.<br>Any modification or amendments to this Letter Agreement must be<br>in writing and signed by both Parties.<br>If any provision of this<br>Letter Agreement shall be deemed<br>illegal, invalid or unenforceable<br>the parties shall endeavor to replace it by another provision<br>that shall as closely as possible reflect their original intention.<br>The validity, legality and enforceability<br>of the remaining provisions shall not<br>in any way be affected<br>or impaired thereby. This<br>Letter Agreement shall be<br>governed by and construed<br>in accordance with the laws<br>of the State of Delaware as applicable to contracts made<br>and to be performed in that<br>state, without regard to conflicts<br>of laws principles, suit to enforce<br>the interpretation or application of this Letter Agreement shall be brought<br>within a court of competent jurisdiction, state or federal,<br>located within the State of Illinois. Agreement may be executed<br>and delivered in counterparts, including<br>via facsimile or Adobe Acrobat or ".pdf'<br>format, each of which shall be<br>deemed to be an original, and all such<br>counterparts shall constitute one instrument and any<br>signature of this Letter Agreement<br>through facsimile or other electronic means<br>shall constitute execution of the Letter Agreement by such<br>Party.
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IN WITNESS WHEREOF, the Parties hereto have caused this document to be executed by their duly authorized corporate officers or representatives as of the date first above written.

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Sage Products LLC

By: /s/ [***]

Title: Director, Sourcing, Medical

Date: 3/31/2025

AJR Enterprises, LLC

By: /s/ Mitch Rock

Title: President of UFP Technologies, Inc., sole member of AJR Enterprises, LLC

Exhibit A

[***]

Exhibit B

[***]

Exhibit 10.2

Certain identified information has been excluded because it is both not materialand would be competitively harmful if publicly disclosed. These redacted terms have been marked in this exhibit at the appropriate placeswith the three asterisks [***].

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Stryker Medical - Sage

Global Quality and Operations

Sage Products, LLC

3909 Three Oaks Rd

Cary, Illinois 60013

AJR Enterprises, LLC.

Attn: Mitch Rock

1200 Rukel Way

St Charles, IL 60174

March 26, 2025

Subject: Amended and Restated [***] Exclusive Supplier Letter of Commitment

Dear Mitch,

This letter agreement amends and restates in its entirety that certain Multi-Phased CapEx DR and Exclusive Supplier Letter of Commitment dated June 17, 2024 by and between Sage Products, LLC., with a place of business at 3909 Three Oaks Road, Cary, IL 60013 (herein referred to as "Stryker”) and AJR Enterprises, LLC., with a place of business at 1200 Rukel Way, St. Charles, IL 60174 (herein referred to as "Supplier")("Letter Agreement''). Stryker and Supplier are referred to herein collectively as the "Parties" and individually as a "Party''****.

In consideration of the covenants and agreements set forth below and other good and valuable consideration the sufficiency of which is agreed to by the Parties, the Parties hereby agree as follows:

Supplier agrees to purchase the equipment listed on Exhibit A (hereinafter, collectively the "Equipment") and Stryker agrees to purchase from Supplier the products listed on Exhibit B, as hereby amended, (hereinafter, the "Products") under the following conditions:

1.	Supplier Commitment
a.	Acquisition of Equipment.<br>[***], Supplier agrees to purchase the Equipment identified in Exhibit A which shall be used solely<br>for the manufacture of the Products for Stryker. The Equipment<br>shall be deemed to be "Tools" as set forth in Section 9.3. of that Supply Agreement by and between Stryker and Supplier dated<br>January 1, 2021 ("Supply Agreement") and Supplier shall maintain the Equipment in accordance with the Equipment Placement<br>Terms of the Supply Agreement.
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b.	Manufacturing Line. Supplier<br>agrees to use the Equipment and make any additional investments necessary to establish a manufacturing line capable of manufacturing the<br>Products in accordance with the forecast provided by Stryker. (the "Manufacturing Line").
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c.	Product Price. Supplier agrees<br>to supply the Products to Stryker at the prices and pursuant to the terms set forth in Exhibit B.

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2.	Stryker Commitment
a.	Payment. Stryker agrees to<br>pay Supplier [***] for the Equipment in Exhibit A, which will be due when invoiced. Title to Equipment will transfer to Stryker upon successful<br>completion of validation activities.
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b.	Exclusivity.<br>In exchange for Supplier's investments in the Manufacturing Line, for those Products identified on ExhibitB, Stryker agrees to purchase one hundred percent (100%) of its requirements for such Products<br>from Supplier for the duration of the Term. For clarity, Stryker will not purchase those Products on the Exhibit B from any other<br>Supplier, and neither Stryker . nor<br>its affiliates will manufacture and/or supply those Products for the duration of the Term.
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Notwithstanding the foregoing, Stryker's obligation pursuant to this Section 2 shall cease if any of the following events is not cured by Supplier within sixty (60) days from Stryker's notification of the failure to the Supplier (e.g. by email), or as otherwise provided in sub-section iii below, provided that the delay in remedying such failure is not caused by any action or omission of Stryker:

i.	[***];
ii.	[***];
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iii.	[***];
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iv.	[***]; or
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v.	[***].
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Notwithstanding the foregoing, Supplier shall not be deemed in breach of this Letter Agreement if any failure to perform herein is caused by a Force Majeure Event (as defined in the Supply Agreement).

3.	Term:<br>This Letter Agreement shall be effective as of April 24, 2024 ("Effective Date") and shall expire on July 1st,<br>2030 ("Term").
4.	General Terms.<br>This Letter Agreement, including any documents referred to herein<br>and any exhibits attached hereto, are incorporated herein by reference and constitute the entire agreement between the Parties with respect<br>to the purpose herein, and there are no other representations, warranties, covenants, or<br>obligations with respect to the purpose herein except as set forth in this Letter Agreement. In the event of conflict between the Letter<br>Agreement and the Supply Agreement or any Purchase Order, this Letter Agreement shall supersede. This Letter Agreement replaces and supersedes<br>any prior version of such Letter agreement. Except as provided<br>below, neither Party may assign this Letter Agreement without the prior written consent of<br>the other Party. All of the terms and provisions of this Letter<br>Agreement shall be binding upon, shall inure to the benefit of,<br>and be enforceable by successors and assigns of the Parties. Termination<br>or expiry of this Letter Agreement shall not affect any rights, remedies, obligations or liabilities<br>of the Parties that have accrued up to the date of termination or expiry, including the right to<br>claim damages for any breach of this Letter Agreement that existed at<br>or before the date of termination or<br>expiry. Except as otherwise stated herein, this Letter Agreement shall<br>not be deemed to create any obligation<br>on either Party to consummate any other agreement or business relationship. This Letter Agreement shall<br>not confer any right or remedy upon any person other than the Parties and their respective successors<br>and permitted assigns. The waiver of any right or remedy by a Party for a breach of this Letter Agreement by the other Party shall<br>not be construed to be a waiver<br>by such Party of any future breach. Any modification or amendments<br>to this Letter Agreement must be in writing and signed by both<br>Parties. If any provision of this Letter Agreement shall be deemed illegal, invalid or unenforceable the parties shall endeavor to replace<br>it by another provision that shall as closely as possible reflect<br>their original intention. The validity, legality and<br>enforceability of the remaining provisions shall not in anyway be affected or impaired thereby.<br>This Letter Agreement shall be governed<br>by and construed in accordance with the laws of the State of Delaware<br>as applicable to contracts made and to be performed in that state, without<br>regard to conflicts of laws principles, suit to enforce the interpretation<br>or application of this Letter Agreement shall<br>be brought within a court of competent jurisdiction, state or federal, located within the State<br>of Illinois. Agreement may be executed and delivered<br>in counterparts, including via<br>facsimile or Adobe Acrobat or ".pdf' format, each of which shall<br>be deemed to be an original,<br>and all such counterparts shall<br>constitute one instrument and any signature<br>of this Letter Agreement through facsimile or other electronic<br>means shall constitute execution of the Letter<br>Agreement by such Party.
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IN WITNESS WHEREOF, the Parties hereto have caused this document to be executed by their duly authorized corporate officers or representatives as of the date first above written.

Sage Products LLC

By: /s/ [***]

Title: Director, Sourcing, Medical

Date: 3/31/2025

AJR Enterprises, LLC

By: /s/ Mitch Rock

Title: President of UFP Technologies, Inc., sole member of AJR Enterprises, LLC

Exhibit A

[***]

(Amended) Exhibit B

[***]

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