TFX 10-K & 10-Q changes, risk factors and insider trading

The medical device industry is highly competitive. We compete with many domestic and foreign medical device companies ranging from small start-up enterprises that might sell only a single or limited number of competitive products or compete only in a specific market segment, to companies that are larger and more established than us, have a broad range of competitive products, participate in numerous markets and have access to significantly greater financial and marketing resources than we do. We also face competition from providers of alternative medical therapies, such as pharmaceutical companies. For example, though their long-term impact remains uncertain, the increased use and the recent FDA approval of glucagon-like peptide 1 ("GLP-1") products for the treatment of chronic weight management has impacted the demand for bariatric surgery procedures and our Titan SGS product line acquired as part of our 2022 acquisition of Standard Bariatrics Inc.

Over the past several years we have implemented a number of restructuring, realignment and cost reduction initiatives, including facility consolidations, organizational realignments and reductions in our workforce, and we may engage in similar efforts in the future. While we have realized some efficiencies from these initiatives, we may not realize the benefits of these or future initiatives to the extent we anticipated.anticipated, particularly with respect to initiatives involving contingencies that are not completely within our control, such as the completion of acquisitions or divestitures. Further, such benefits may be realized later than expected, and the ongoing difficulties in implementing these measures may be greater than anticipated, which could cause us to incur additional costs or result in business disruptions. In addition, if these measures are not successful or sustainable, we may be compelled to undertake additional restructuring, realignment and cost reduction efforts, which could result in significant additional charges. Moreover, if our restructuring, realignment and cost reduction efforts prove ineffective, our ability to achieve our strategic and business plan goals may be adversely affected.

Many of our products require sterilization prior to sale. A common method for sterilizing medical products involves the use of ethylene oxide, which is listed as a hazardous air pollutant under the Clean Air Act, as amended, and emissions of which are regulated by the U.S. Environmental Protection Agency ("EPA") and other regulatory authorities. Companies in the sterilization industry may face private litigation that could result in financial difficulties that could ultimately make it difficult or undesirable for such companies to continue in the sterilization business. In addition, sterilization activities are subject to substantial governmental oversight and attention that could disrupt their operations. One of our contract sterilizers, Sterigenics U.S., LLC, uses ethylene oxide in its sterilization process, including at its facilities in Smyrna, Cobb County, Georgia and Santa Teresa, New Mexico, which have sterilized some of our vascular, surgical, intermittent cathetervascular and OEMsurgical products. In recent years, Sterigenics' operations at both its Smyrna and Santa Teresa facilities have been subject to legal proceedings related to the facilities' use of ethylene oxide in their sterilization operations. While both plants are currently operating normally, should their operations be suspended or adversely affected, our ability to provide affected products to our customers could be impaired if we are unable to utilize alternate facilities and sources for sterilization services.

OurIn addition to the strategic transformation we announced in February 2025, our strategic initiatives include making significant investments designed to achieve revenue growth and to enable us to meet or exceed margin improvement targets. If we do not achieve the expected benefits from these investments or otherwise fail to execute on our strategic initiatives, we may not achieve the growth improvement we are targeting, and our results of operations may be adversely affected.

We are subject to risks associated with public health threats, such as the recent COVID-19 epidemic and pandemic. As with COVID-19, suchSuch events could significantly impact economic activity and markets around the world and, as a result, have negative effects on our operations, financial performance and cash flows. Such effects would depend on various factors, including, but not limited, to: the occurrence, spread, duration and severity of any outbreaks; governmental, business and individuals’ actions that may be taken in response to an epidemic or pandemic (including restrictions on travel, transport and workforce pressures, and deferrals or postponements of elective procedures); the impact of such a crisis, and actions taken in response thereto, on global and regional economies, travel and economic activity; the availability of federal, state, local or non-U.S. funding programs; general economic uncertainty in key global markets and financial market volatility; global economic conditions and levels of economic growth; and the timing and pace of recovery as such a crisis subsides, which could be impacted by a number of factors, including limited provider capacity to perform procedures using our products that were deferred as a result of the epidemic or pandemic.

These and other impacts of epidemics or pandemics could have the effect of heightening many of the other risks described herein. We might not be able to predict or respond to all impacts on a timely basis to prevent near- or long-term adverse impacts to our results. However, these effects could have an adverse impact on our liquidity, capital resources, operations andoperations, business results and those of the third parties on which we rely, and such impact could be material.

We have significant manufacturing and distribution facilities, research and development facilities, sales personnel and customer support operations in a number of countries outside the U.S., including Belgium, the Czech Republic, Ireland, Malaysia and Mexico. In addition, a significant portion of our non-U.S. revenues are derived from sales to third party distributors. As of December 31, 2024,2025, 73%76% of our full-time employees were employed in countries outside of the U.S., and 57%on a continuing operations basis, 70% of our net property, plant and equipment was located outside the U.S. In addition, for the years ended December 31, 2024,2025, 20232024 and 2022,2023, 38%,41%, 37%36% and 36%,35%, respectively, of our net revenues from continuing operations (based on the Teleflex entity generating the sale) were derived from operations outside the U.S.

Finally, with respect to tariffs and trade disputes, the Trump administration has proposed or enacted tariffs and substantial changes to trade policies, which could adversely affect our business. For example, the Trump administration has imposed tariffs on certain foreign products, including most recently from Canada, Mexico and China, that in the past have resulted in and may result in future retaliatory tariffs on U.S. goods and products. We cannot predict what additional actions may ultimately be taken by the U.S. or other governments with respect to tariffs or trade relations, what products may be subject to such actions (including subject to U.S. export control restrictions), or what actions may be taken by the other countries in retaliation, or the impact, if any, that any policy changes could have on our business. Any of the foregoing could have a material adverse effect on our financial condition, results of operations or cash flows.

Under our cross-currency swap agreements, a meaningful decline in the U.S. dollar to eurocertain exchange raterates could have a material adverse effect on our cash flows.

We have entered into cross-currency swap agreements with several financial institutions to hedge against the effect of variability in the U.S. dollar to eurocertain exchange rate.rates. The swap agreements require an exchange of the notional amounts between us and the counterparties upon expiration or earlier termination of the agreements. If, at the expiration or earlier termination of the swap agreements, the U.S. dollar to eurocertain exchange raterates has declined from the rate in effect on the execution date, we are required to pay the counterparties an amount equal to the excess of the U.S. dollar value over the euro principal amount (we and the counterparties have agreed to a net settlement with regard to the exchange of the notional amounts at the date of expiration or earlier termination of the agreements). In the event of a significant decline in the U.S. dollar to eurocertain exchange rate,rates, our payment obligations to the counterparties could have a material adverse effect on our cash flows. In this regard, if, at the expiration or earlier termination of our swap agreements, the U.S. dollar to euroEuro or to Swiss Franc exchange raterates hashave declined by 10% from the rate in effect at the inception of our agreements, we would be required to pay approximately $75$100 million or $60 million, respectively, to the counterparties in respect of the notional settlement. To the extent we enter into additional cross-currency swap agreements, a decline in the relevant exchange rates could further adversely affect our cash flows.

We are not restricted from issuing additional shares of our common stock or other instruments convertible into our common stock. As of December 31, 2024,2025, we had outstanding approximately 46.344.2 million shares of our common stock, options to purchase 1.41.3 million shares of our common stock (of which approximately 1.10.9 million were vested as of that date), restricted stock units covering 0.2 million shares of our common stock (which are expected to vest over the next threefour years), performance stock units covering a maximum of 111,696148,807 shares of our common stock (which are expected to vest over the next three years and depend on our performance with regard to specified financial measures and market performance of our common stock compared to designated public companies) and 38 shares of our common stock to be distributed from our deferred compensation plan. As of December 31, 2024,2025, 3.63.2 million shares of our common stock remained available for future issuance under our 2023 Stock Incentive Plan. We cannot predict the size of future issuances or the effect, if any, that they may have on the market price for our common stock.

Holders of our common stock are entitled to receive dividends only as our board of directors may declare out of funds legally available for such payments. The declaration and payment of future dividends to holders of our common stock will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, earnings, requirements under covenants in our debt instruments, legal requirements and other factors as our board of directors deems relevant. We cannot assure that our cash dividend will not be reduced,reduced or eliminated,eliminated in the future.

We are 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 medical devices used by hospitals and healthcare providers forsupporting commonhigh-acuity diagnosticemergent andprocedures. therapeuticSubstantially procedures in critical care and surgical applications. Approximately 92%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.

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, in the fourth quarter of 2022 the various Italian regions issued invoices to medical device companies, including Teleflex, under the payback measure 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. During the yearthird endedquarter Decemberof 31,2025, 2024we remitted payment to the related regions to settle the years 2015 through 2018. As a result of the modification in the legislation, along with an adjustment to our calculation of the reserves related to years 2019 through 2025, we recognized increasesa to$23.7 million decrease in our reserve,reserve andduring the third quarter of 2025. The decrease in our reserve resulted in a corresponding reductionsincrease to revenue of $22.1 million. The increase in reserve for the year ended December 31, 20242025, includedof $13.8which $9.0 million pertainingpertains to prior yearsperiods stemmingwithin fromcontinuing the July 2024 ruling.operations. As of December 31, 2024,2025, our reserve related to this matter was $35.7$19.4 million. Following the ruling of the Italian Constitutional Court, the appeal before the Italian administrative court will proceed with respect to the remaining legal arguments asserted by the appellants with regard to the enforceability of the payback law.

The healthcare industry has beenbeen, impactedand may continue to be, adversely affected by shifts in the delivery, or site of service, of healthcare services, staffing shortages at healthcare facilities and government-led initiatives designedintended to reduce the cost of healthcare products.product Thesecosts, factorssuch as China’s volume-based procurement programs, which have impacted and may further impact our results. These initiatives have also affected, and may continue to influenceaffect, the demand for our products in the future.products.

Our operations, supply chain, contractors, suppliers, customers and other business partners are impacted by various global macroeconomic factors. During 2024,2025, we experienced a general stabilization in overall cost inflation; however, materialsrecently enacted U.S. tariffs and laboraccompanying retaliatory measures adversely impacted results, primarily due to higher import costs remainassociated elevatedwith comparedour operations in the European Union, as well as to historicalproducts levels.manufactured in Mexico that are not currently compliant with the United States-Mexico-Canada Agreement (USMCA). We also continue to monitor the impacts stemming from increasescurrency exchange rate fluctuations, changes in interest rates and fluctuations in exchange rates driven by monetary policy decisions of central banks as well as ongoing geopolitical conflicts and the evolving global trade landscape, characterized by newly enacted, proposed and retaliatory tariffs. The implementation of such trade policies and tariffs could have a material adverse impact on our business.conflicts.

We have implemented various measures designed to mitigate the future impacts of these factors impacting our business. Due toGiven the dynamic nature of thethese macroeconomic and other factors discussed above,factors, we cannot accurately predict the extent,extent duration,or duration of their impact, or our ability to offset the impact of these factors or the relatedsuch effects on our business, results of operations, financial conditioncondition, and cash flows.

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 businesses (except asto the extent noted below with respect to acquired distributors) generally reflects the impact of the acquisitions within the first 12 months following the date of the acquisition. 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 any elimination of distributors, either through acquisition or termination of the distributor, from the sales channel. All dollar amounts in tables are presented in millions unless otherwise noted.

Net revenues for the year ended December 31, 20242025 increased by $72.8$293.2 million, or 2.4%,17.2%, compared to the prior year, primarily due to anet $51.4revenues of $202.4 million contributiongenerated fromby pricethe increasesacquired andVI Business, a $43.0$35.7 million increase in sales volumes of existing products and $24.2 million in sales of new products. Moreover, there was a net increase in sales volume of existing products, primarily due to higher global intra-aortic balloon ("IAB") pump sales, which were partially offset by a decline in sales related to our UroLift product line within our Americas segment. The increases in net revenues were partiallyalso offsetimpacted by thea unfavorable$15.2 million net favorable impact from anadjustments increase into our reserves related to the Italian payback measuremeasure, and,driven by the $9.0 million favorable adjustment pertaining to aamounts lesserreserved extent,for aprior decreaseyears, fromrecognized in the netcurrent impactperiod compared to an unfavorable adjustment of acquired$6.2 andmillion divestedin businesses.the prior period, also pertaining to amounts reserved for prior years.

For the year ended December 31, 2024,2025, gross margin increaseddecreased 50480 basis points, or 0.9%,7.9%, compared to the prior year period,year, primarily due to the favorable impact of gross margin attributed to acquired and divested businesses, price increases and the benefits from cost improvement initiatives. The increases in gross margin were partially offset by the unfavorableadverse impact from the amortization of the step-up in carrying value of inventory and intangible assets recognized in connection with the VI Business acquisition, the adverse impact from recently enacted tariffs, an increase in ourlogistics reservesand relateddistribution tocosts the Italian payback measure,and continued cost inflation from macro-economic factors, specifically with respect to labor and raw materials,materials. The decrease in gross margin was partially offset by the adversefavorable impact offrom manufacturinga inefficiencies and unfavorable fluctuationsdecrease in foreignour currencyreserves exchangerelated rates.to the Italian payback measure.

Selling, general and administrative expenses increased $65.4$51.8 million for the year ended December 31, 2024, compared to the prior year period,year, primarily due to a benefit recognized in the prior year period resulting from decreases in the estimated fair value of our contingent consideration liabilities, whereas, in the current period, we recognized an expense due to increases in these liabilities. Additionally, higher operating expenses incurred by the acquired Palette businessliabilities and higher IT related costs that were primarily driven by our implementation of a new ERP solution contributed to the overall increase.solution.

Research and development expenses increased $7.3$35.8 million for the year ended December 31, 2024,2025, compared to the prior year, which was primarily attributable to expenses incurred by the acquired PaletteVI business and higher project spend within certain product categories, partially offset by lower European Union Medical Device Regulation related costs.Business.

During the year ended December 31, 2024, we recognized net pre-tax settlement charges of $132.7 million related to our plan to terminate the Teleflex Incorporated Retirement Income Plan (the "TRIP") resulting from our purchase of a group annuity contract to provide participants, beneficiaries, and alternate payees the full value of their benefit under the plan. During the year ended December 31, 2023, we recognized a pre-tax settlement charge of $45.2 million stemming from payments to eligible participants who elected a lump sum distribution under our plan to terminate the TRIP.

In 2023,2024, we initiated the "20232024 restructuring plan," whicha primarilystrategic involvedrestructuring plan that was aimed at optimizing operations, reducing costs and enhancing efficiencies across our business lines and includes the integrationrelocation of Paletteselect intooffice Teleflexadministrative and workforce reductions designed to improve operating performance across the organization by creating efficiencies that align with evolving market demands and our strategy to enhance long-term value creation.operations. The plan is substantially complete and as a result, we expect future restructuring expenses associated with the plan, if any,plan to be immaterial.

The following table provides information regarding restructuring charges we have incurred with respect to each of our restructuring programs, asseparation wellcosts as otherand impairment charges,charges for the years ended December 31, 20242025, 2024, and 2023. The restructuring charges listed in the table primarily consist of termination benefits.

(1)For the year ended December 31, 2025, we recognized asset impairment charges of $100.0 million related to our Titan SGS asset group and $8.1 million in connection with the cessation of occupancy at a leased facility. For the year ended December 31, 2024, we recorded non-cash impairment charges totaling $7.8 million related to a decrease in the carrying value of an equity investment and an impairment of a portion of our operating lease assets stemming from our cessation of occupancy of a specific facility.

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 MarchJune 31,30, 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.

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 businessbusiness.

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 agreementsagreements, 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 combined total consideration from the Strategic Divestitures is $2.0 billion in cash, consisting of expected proceeds of approximately $1.5 billion for our OEM business and $530 million for our Acute Care and IU businesses. Both transactions, which were approved at the same time by our Board of Directors, remain subject to certain closing adjustments, customary regulatory approvals and other closing conditions. We expect the sale of the OEM business to be completed in the third quarter of 2026, while the sale of the Acute Care and IU businesses is expected to be completed in the second half of 2026. We expect to receive net after‑tax proceeds of approximately $1.8 billion upon the completion of both sales. We intend to use the net proceeds primarily to return capital to shareholders through share repurchases and pay down debt.

The Strategic Divestitures represent a single plan to exit certain product categories that, in aggregate, met accounting requirements to be classified as discontinued operations and held for sale beginning December 31, 2025 and for the subsequent reporting periods. Information provided herein is presented on a continuing operations basis to reflect the impact of the Strategic Divestitures, unless otherwise indicated. For additional information regarding the Strategic Divestitures, refer to Note 5 within the condensed consolidated financial statements included in this report.

On April 9, 2026, we announced that Stephen Klasko, M.D.M.D., and John Heinmiller willwould conclude their respective Board terms at our 2026 annual meeting of stockholders on May 15, 2026 (the "Annual Meeting,Meeting"), and the nomination of Michael J. Tokich to the Board of Directors. In connection with Dr. Klasko’s departure, Andrew A. Krakauer, a current independent director and chair of the Board's Compensation Committee, has beenwas named Chairman of the Board, effective following the Annual Meeting.

On April 30, 2026, we announced thatthe appointment of Jason Weidman has been appointedas President and Chief Executive Officer, effective June 8, 2026. HeOn willthat succeeddate, Mr. Weidman succeeded Stuart Randle, a member of our Board who hashad been servingserved as Interim President and CEO since January 20262026, and whoalso willjoined continueour Board. Mr. Randle continues to serve as a member of Teleflex’s Board of Directors. Mr. Weidman is expected to join the Teleflex Board when he assumes his role as President and CEO.member.

OnIn April 6, 2026, we entered into a settlement agreement with another medical device company to resolve a litigation matter involving alleged infringement of patents held by Teleflex.Teleflex (referred to as the "Litigation settlement"). Pursuant to the terms of the agreement, we subsequently received $25.0 million in monetary consideration.consideration in connection with the settlement, which was recognized as a gain within the condensed consolidated statements of income for the three and six months ended June 30, 2026. The settlement fully resolves the litigation, with no admission of liability by Teleflexthe other medical device company or anyby other party.Teleflex.

In the third quarter of 2025, we completed the acquisition of substantially all of the Vascular Intervention business of BIOTRONIK SE & Co. KG (the "VI Business"), for a net initial cash payment of €704.3 million, or $825.2 million, subject to certain working capital and other customary adjustments.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.

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”),. whichSince introducedthat the potential for refunds of previously collected tariffs by the U.S government. Following the decision,time, the Administration announcedhas new Executive Orders that imposeimposed tariffs under alternative statutory authority designed to replace or preserve elements of the prior tariff framework. The availability, timing,scope and magnitudedurability of anythese potential refunds ofreplacement tariffs imposed under IEEPA, as well as the application and impact of tariffs under the new Executive Orders, remain highly uncertain and subject to ongoing legal, regulatory, and administrative developments. Nevertheless, further changes to proposed or enacted tariffs could materially impact our business, including gross margins and cash flows. We continue to evaluate measures designed to mitigate the future impacts of tariffs, such as supply chain optimization strategies and adjustments to chain-of-custody protocols. The ultimate impact of tariffs and trade policy changes on our results of operations and cash flows will depend on several factors, including the timing, scale, scope, and nature of any tariffs or policies implemented, any associated retaliatory measures or further legal challenges.

In addition to risks associated with international trade policies, geopolitical developments during the quarter,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.

Net revenues for the three months ended MarchJune 31,30, 2026 increased $134.0$127.8 million, or 32.3%,28.9%, compared to the prior year period, primarily due to net revenues of $99.1$99.0 million generated by the acquired VI Business,Business increasesand a $17.2 million increase in sales volumes of existing products and favorable fluctuations in foreign currency exchange rates.products.

Gross margin for the three months ended MarchJune 31,30, 2026 decreased 560190 basis points, or 9.1%,3.2%, compared to the prior year period, primarily due to the adverse impact from tariffs enacted in 2025, the unfavorablelower impactgross frommargin the amortizationprofile of the step-up in carrying value of inventory and intangible assets recognized in connection with the VI Business acquisition, an increase in costs for quality remediation and excessamortization andof obsoleteintangible inventoryassets chargesrelated andto higherthe logisticsVI and distribution costs.Business.

Selling, general and administrative expenses for the three months ended MarchJune 31,30, 2026 increased $73.1$76.0 million compared to the prior year period, which was primarily attributable to operating, integration and amortization expenses associated with the acquired VI Business andBusiness, the unfavorable impact of unfavorable fluctuations in foreign currency exchange rates related to operating activities, largely stemming from athe benefit recognized in the prior period from non-designated foreign currency forward contracts designed to hedge against the cash consideration for the VI Business. Selling, generalBusiness, and administrative costs in 2026 were also impacted by expenses associated with the Strategic Divestitures restructuring planplan. The increases in selling, general and severanceadministrative expenseexpenses relatedwere topartially ouroffset formerby CEO.a gain recognized from the Litigation settlement and a decrease in contingent consideration expense.

Research and development expenses for the three months ended MarchJune 31,30, 2026 increased $19.1$18.6 million compared to the prior year period, which was primarily attributable to expenses associated with the acquired VI Business.

Restructuring charges, separation costs and impairment charges for the three and six months ended MarchJune 31,30, 2026 primarily consisted of termination benefits related to the Strategic Divestitures restructuring plan (defined below).

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 pretaxpre-tax savings in connection with the 2023 Footprint realignment plan of $2 million to $4 million once the plan is fully implemented.

During the first quarter of 2026, in connection with the Strategic Divestitures, we initiated a multi-year restructuring plan intended to align our global organizational structure and supply chain infrastructure amongst our remaining businesses (the "Strategic Divestitures restructuring plan"). The plan is designed to eliminate stranded costs, streamline global operations, and improve our long-term cost structure, primarily through workforce reductions and capital assets rationalization. These actions, some of which we expect to occur upon exit of the transition services agreements and other arrangements negotiated in connection with the Strategic Divestitures, are expected to be substantially completed by mid-2028. We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the plan of $31 million to $37 million. We expect substantiallythe allmajority of the restructuring and restructuring related charges towill 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.

The increasesincrease in interest expense for the three and six months ended MarchJune 31,30, 2026 compared to the prior year periods werewas 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.

The effective income tax ratesrate for the three and six months ended MarchJune 31,30, 2026 reflects income tax benefits associated with the Strategic Divestitures restructuring plan and the VI Business integration plan. Additionally, the effective income tax rate for the threesix months ended MarchJune 31,30, 2026 reflects a net cost related to share-based compensation. The effective income tax rate for the three and six months ended MarchJune 30,29, 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 bothall periods reflect a tax benefit from research and development tax credits.

Income from discontinued operations for the three months ended MarchJune 31,30, 2026 decreasedincreased $46.0$3.5 million compared to the prior year period, primarily due to a $21.1 million gain resulting from adjustments to the valuation allowance on assets held for sale and lower tax expense, partially offset by increases in separation costs related to the Strategic Divestitures and a valuation allowance adjustment recorded in the first quarter of 2026. For additional information, see Note 5 to the condensed consolidated financial statements included in this report.Divestitures.

(1)See Note 1415 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 interestinterest, taxes and taxes.loss on extinguishment of debt.

Comparison of the three and six months ended MarchJune 31,30, 2026 and MarchJune 30,29, 2025

Americas net revenues for the three months ended MarchJune 31,30, 2026 increased $42.9$43.8 million, or 14.8%,14.4%, compared to the prior year period, which was primarily attributable to net revenues of $23.1$26.7 million generated by the acquired VI Business and ana $11.9$9.8 million increase in sales volumes of existing products.

Americas operatingnet profitrevenues for the threesix months ended MarchJune 31,30, 2026 increased $13.1$86.7 million, or 11.1%,14.6%, compared to the prior year period, which was primarily attributable to annet increaserevenues inof gross$49.8 profit resulting from higher sales, including revenuemillion generated by the acquired VI Business, partially offset by higher operatingBusiness and integration costs of the acquired business, and, to a lesser$21.7 extent,million increasesincrease in sales expensesvolumes associatedof withexisting our legacy businesses to support higher sales.products.

EMEA net revenues for the three months ended MarchJune 31,30, 2026 increased $64.1$55.6 million, or 77.5%,62.0%, compared to the prior year period, which was primarily attributable to net revenues of $50.1$44.6 million generated by the acquired VI Business and $9.0increases millionin sales volumes of favorableexisting fluctuations in foreign currency exchange rates.products.

EMEA operatingnet profitrevenues for the threesix months ended MarchJune 31,30, 2026 decreasedincreased $1.2$119.7 million, or 8.4%,69.4%, compared to the prior year period, which was primarily attributable to annet increaserevenues inof operating$94.7 expenses, largely from operating, integration and amortization expenses associated with the acquired VI Business and unfavorable fluctuations in foreign currency exchange rates. The decreases in operating profit were partially offset by an increase in gross profit resulting from higher salesmillion generated by the acquired VI Business, despite$11.4 million of favorable fluctuations in foreign currency exchange rates and an unfavorable$11.0 impactmillion fromincrease thein amortizationsales volumes of theexisting step-up in carrying value of inventory related to the VI Business acquisition, as well as lower manufacturing costs associated with our legacy businesses.products.

Asia net revenues for the three months ended MarchJune 31,30, 2026 increased $27.0$28.4 million, or 64.5%,59.5%, compared to the prior year period, which was primarily attributable to net revenues of $25.8$27.7 million generated by the acquired VI Business.

Asia operatingnet profitrevenues for the threesix months ended MarchJune 31,30, 2026 increased $11.3$55.4 million, or 246.6%,61.9%, compared to the prior year period, which was primarily attributable to annet increaserevenues inof gross$53.6 profit resulting from higher salesmillion generated by the acquired VI Business, partially offset by higher operating, integration and amortization expenses associated with the acquired VI Business.

On September 30, 2025, we executed cross-currency swap agreements with five different financial institution counterparties to hedge against the effect of variability in the U.S. dollar to euro exchange rate (the "September 2025 Cross-currency swap agreements"). Under the September 2025 Cross-currency swap agreements, we have notionally exchanged $500 million at an annual interest rate of 4.63% for €474.7 million at an annual interest rate of 2.77%. On March 4, 2026, the agreements related to our September 2025 Cross-currency swap matured resulting in a net cash settlement payment of $53.5 million, inclusive of interest proceeds. Concurrently, on March 4, 2026, we executed two separate cross-currency swap agreements set to mature on March 3, 2028, respectively, to hedge against the effect of variability in the U.S. dollar to euro exchange rate (the "2026 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 December 9, 2025, the Board of Directors authorized a share repurchase program for up to $1 billion of our common stock. The timing, price and actual number of shares of 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. As of March 31, 2026, we had the full amount remaining available under the authorization.

Net cash provided by operating activities from continuing operations was $46.7$138.6 million for the threesix months ended MarchJune 31,30, 2026 as compared to $27.7net cash used in operating activities of $9.3 million for the threesix months ended MarchJune 30,29, 2025. The $19.0$147.9 million increase was primarily attributable to favorable changes in working capital, partiallyincluding offsetlower bytax unfavorablepayments operating results. The favorable changes in working capital were primarily attributable toand a decrease in cash outflows from inventories as we moderate our inventory levelslevels, andas anwell increaseas in accounts payable and accrued expenses stemmingproceeds from lowerthe employeeLitigation related benefit and compensation payments.settlement.

Net cash used in investing activities from continuing operations was $74.8$81.4 million for the threesix months ended MarchJune 31,30, 2026, and primarily consisted of $53.5$39.5 million in net payments on swaps designated as net investment hedges and $18.8$32.8 million of capital expenditures.

Net cash used in financing activities from continuing operations was $45.0$127.0 million for the threesix months ended MarchJune 31,30, 2026, and primarily consisted of a $25.3$250.0 million reductionin repurchases of our common stock, $29.8 million in dividend payments, and $14.0 million of fees paid related to the new Credit Agreement and Senior Notes due 2032, partially offset by a $175.0 million increase in net borrowings under our Senior Credit Facility and $15.1 million in dividend payments.Facility.

Net cash used in discontinued operations was $6.9$13.3 million for the threesix months ended MarchJune 31,30, 2026, compared to net cash provided by discontinued operations of $39.5$77.4 million for the threesix months ended MarchJune 30,29, 2025. The $46.4$90.7 million decrease was primarily attributable to unfavorable operating results stemming from higher separation costs related to the Strategic Divestitures.

The indentures governing our 4.625%5.875% Senior Notes due 2027 (the “2027 Notes”)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 MarchJune 31,30, 2026, we were in compliance with these requirements.

The 2027Senior 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 MarchJune 31,30, 2026 and December 31, 2025 and for the threesix months ended MarchJune 31,30, 2026 is as follows: