Teleflex Incorporated : 2025 ANNUAL REPORT (2025 Teleflex Annual Report)
TFX
Published on 04/17/2026 at 11:36 am EDT
M
X
Empowering the future of healthcare
Financial Highlights
Net Revenues
2025
$1,992.7
17.2% Increase
2024 $1,699.5
Research and
Development
2025
$144.8
32.8% Increase
2024 $109.0
2025
Revenues
by Geography
64%
Americas
24%
Europe, Middle East, and Africa
12%
Asia Pacific
From Continuing Operations1 (Dollars In Millions, Except Per Share Data)
Adjusted Earnings Per Share2
2025
$6.98
8.7% Increase
2024 $6.42
Net Cash Provided by Operating Activities
2025
$96.7
68.0% Decrease
2024 $301.9
2025
Revenues
by Global Business Units
46%
Vascular
33% 21%
Interventional Surgical
1 Continuing operations excludes the Acute Care, Interventional Urology, and OEM businesses that were classified as discontinued operations during the fourth quarter of 2025 as a result of our entry into agreements to divest those businesses.
2 A table reconciling adjusted earnings per share to the most directly comparable GAAP measure can be found at the end of this Annual Report.
Driving Transformation
We work toward this goal by executing a proven strategy that focuses on driving revenues, expanding margins and earnings, optimizing our product portfolio, and advancing our corporate social responsibility efforts. Our steady commitment to these initiatives enables us to generate long-term durable growth while fulfilling our core purpose: To improve the health and quality of people's lives.
Our
is to provide medical professionals with complete healthcare solutions that can help to improve patient outcomes, reduce costs, and create efficiencies.
Our
encompasses an array of differentiated medical devices and innovative technologies that are
backed by hands-on clinical education programs and supported by a best-in-class global supply chain.
Our
is to be the most trusted partner in the world
of healthcare to all of our constituents, including vendors, suppliers, customers, and regulators.
Empowering the future of healthcare
1
Dr. Stephen K. Klasko, M.D.
Chairman of the Board
In 2025, we executed a series
of strategic initiatives designed to transform Teleflex into a leading medical device company with a focus on generating
long-term value. We took
steps to significantly streamline our business, narrowing our focus to the critical care and
high-acuity hospital end-markets, and we made a key acquisition
that strengthened and
diversified our Interventional business. We enter 2026 with a solid foundation to drive our continued transformation and accelerate
our global growth.
Dear Shareholders
2025 Highlights:
We acquired substantially all of Biotronik's Vascular Intervention business, strengthening our position in the high-growth coronary and peripheral vascular markets.
We took steps to separate our Acute Care, Interventional Urology, and OEM business units from the rest of our company.
We entered definitive agreements to divest these assets for a combined total of $2.03 billion.
We accelerated our share repurchase activities,
executing the remaining authorized amount of
$300 million and authorizing a new $1 billion share repurchase program.
We accomplished these goals while maintaining a sharp focus on building excellence across our business-especially in the areas of quality control and our global supply chain. Collectively, our 2025 achievements demonstrate Teleflex's agility and reflect the exceptional caliber of our employees. I thank each of them for their contributions to our strategic objectives and their ongoing commitment to our mission.
Driving Transformation
Teleflex maintains a disciplined focus on creating
long-term shareholder value. This effort encompasses strategic portfolio actions that enable us to return capital to shareholders while making targeted business investments. In 2025, we initiated a comprehensive transformation designed to prepare Teleflex for accelerated growth. We began streamlining our operations and sharpening our focus on high-acuity and emergent care markets. This included taking steps to separate our Acute Care, Interventional Urology, and OEM business units from the rest of
our company and entering into definitive agreements to sell these assets.
This initiative will significantly streamline our operations, leaving us with three highly complementary business units-Vascular, Interventional, and Surgical. The result will be a more focused Teleflex, supported
by a simplified operating model, a leaner manufacturing footprint, and a sharper management focus. We believe this will help us unlock opportunities for growth and margin improvement and compete more effectively in high-innovation hospital and emergent care markets.
2 Teleflex | 2025 Annual Report
We expect to complete the divestitures in the second half of 2026, generating gross cash proceeds
of $2.03 billion. This is expected to enhance our financial flexibility and support disciplined capital deployment, including increasing our investment in R&D to fund innovation, reducing debt leverage to strengthen our balance sheet, returning capital to shareholders through initiatives such as share repurchases, and making opportunistic tuck-in acquisitions that support our long-term growth.
We will also use our increased financial flexibility to return capital to shareholders. This initiative advances our strategy and is intended to create additional long-term value for our shareholders. During 2025, we accelerated our share repurchase activities, completing a previously authorized repurchase program through a $300 million
accelerated share repurchase and authorizing a new
$1 billion share repurchase program for the future.
Expanding Our Portfolio
In 2025, we acquired substantially all of Biotronik's Vascular Intervention business, expanding
our Interventional portfolio with a broad array of therapeutic products. Beyond establishing
Teleflex in the fast-growing market for peripheral intervention, this acquisition brings several important strengths, including core R&D capabilities, new clinical expertise, and additional global manufacturing capabilities. It also provides us with a new global channel to market our existing interventional products that have a peripheral indication. We are committed to leveraging this acquisition to fuel the steady growth of our Interventional business around the world.
Among other therapeutic products, Biotronik's portfolio includes Freesolve™ Resorbable Magnesium Scaffold (RMS), a resorbable, magnesium-based metallic scaffold that addresses the trend toward leaving behind less permanent implantable devices. Freesolve™ RMS is limited by United States law to investigational use only, but the device is available
in countries that recognize the CE Mark.
At the time of the acquisition, Freesolve™ RMS was undergoing clinical testing in a large European randomized controlled patient trial designed to evaluate safety and clinical performance. We have already advanced this clinical trial, and we are developing plans to initiate a pivotal study in the United States in 2026.
Fueling Innovation
Our deep commitment to innovation has made Teleflex a market leader. We are continuing
to leverage this capability to strengthen our competitive position across our core businesses. This includes building our global leadership position in Vascular by launching next-generation atomization devices, hemostatic products, and other trauma products. In Interventional, we are investing in advanced coronary and peripheral vascular devices. And in Surgical, we are developing new products that address gaps in the manual ligation, auto ligation, and ENT instrumentation markets.
Moving Forward
We move forward with confidence. Teleflex is an established medical technology leader with
the core strengths required to compete effectively in our target markets. In 2025, we made significant progress in driving strategic transformation across our company and building a stronger
and more agile business platform. When our transformation is complete, Teleflex will have three highly complementary businesses, backed by a simplified global operating model, a lean manufacturing footprint, and an experienced management team. We will also have the financial flexibility to invest in innovation and to pursue emerging growth opportunities.
In 2026, we will continue to integrate Biotronik's Vascular Intervention business into our portfolio and expand our global presence in the interventional access sector. We will also work to complete the divestitures of our Acute Care, Interventional Urology, and OEM businesses, focusing on speed, efficiency, and a smooth transition for all stakeholders.
We will execute our capital allocation strategy, concentrating on returning capital to shareholders and making investments that support our long-term growth. In short, we will leverage our resources
to maximize shareholder value and drive Teleflex to commercial excellence.
Dr. Stephen K. Klasko, M.D.
Chairman of the Board
3
John Deren, Executive Vice President and Chief Financial Officer
A key component of our long-term growth strategy is to streamline our product portfolio. In 2025, we made significant progress in this effort by entering into definitive agreements to divest our Acute Care, Interventional Urology, and OEM businesses. This is a pivotal initiative for Teleflex that will enable us to narrow our focus
to three business units-Surgical, Interventional, and Vascular-all of which operate in the acute care hospital market and are primarily associated with critical and emergent care procedures. By concentrating our resources into three complementary businesses, we expect to increase our financial strength and create shareholder value. We have already started the process of streamlining both our commercial operating model and our manufacturing network, positioning Teleflex to operate more efficiently, and setting the stage for us to accelerate growth and expand margins. As we continue to execute our strategy, we expect to increase
our financial flexibility, and, once we complete the divestitures, which is anticipated in the second half of 2026, we will be able to use the after-tax proceeds to further execute our established capital deployment strategy. This strategy includes increased investment in R&D to fund innovation, reducing debt leverage to strengthen our balance sheet, returning capital to our shareholders through initiatives such as share repurchases,
and making opportunistic tuck-in acquisitions that support our long-term growth. Returning capital to our shareholders has long been an important initiative for Teleflex, and during 2025, we expanded our share repurchase activities, completing a previously authorized repurchase program through a $300 million accelerated share repurchase and authorizing a new $1 billion share repurchase program for the future.
Vascular
"Our Vascular business, which includes our Emergency Medicine portfolio, is a global leader in the critical care, emergency medicine, trauma, and military markets-advancing technologies that help clinicians improve patient outcomes, create efficiencies, reduce complications and decrease overall care costs."
Jake Newman, President and General Manager, Vascular
Through our trusted Arrow™, Arrow™ EZ-IO™, and QuikClot™ brands, we deliver differentiated solutions across the continuum of acute care, from first response, to the Emergency Department, through the ICU and Operating Room, to step-down care. Our portfolio encompasses advanced Arrow™ vascular access devices, including central venous, acute hemodialysis, arterial, PICC and midline catheters, tip navigation and positioning systems, and sheath introducers. Many of our catheters offer proven antimicrobial protection
to help reduce microbial colonization or central-line-associated bloodstream infections. Our Emergency Medicine portfolio provides life-saving intraosseous access systems that enable vascular access in emergent, urgent, or medically necessary cases, as well as trauma management devices, such as the Arrow™ T-POD™ Pelvic Stabilization Device. Our Emergency Medicine portfolio also includes QuikClot™ and QuikClot Control+™ Hemostatic Technologies, which accelerate clotting to help control bleeding, along with a range of atomization devices for hospitals, EMS, and military teams worldwide. We support these innovations with robust education programs designed to facilitate product adoption, help reduce complications, and advance standards
of care-reinforcing our commitment to clinical differentiation, innovation, and excellence.
4 Teleflex | 2025 Annual Report
Interventional
"Our Interventional business combines our legacy Interventional platform with our recently acquired vascular intervention business. This unites two complementary portfolios with powerful synergies into a single business."
Matthew James, President and General Manager, Interventional
Our Interventional business delivers groundbreaking devices that address complex procedural needs, including GuideLiner™ and TrapLiner™ Guide Extension Catheters, Turnpike™ Catheters, and SuperCross™ Microcatheters, all of which have redefined the performance standards for complex procedures. In contrast, our newly acquired vascular intervention business is focused on the durable treatment sector, offering a suite of products that address anatomical and individual patient needs, from drug-eluting stents and drug-coated balloons, to resorbable magnesium scaffolds. By uniting these entities, we have expanded our portfolio, enabling us to address a comprehensive range of disease categories with a unique focus on complex percutaneous coronary intervention and peripheral intervention. We have also gained key strengths, including a stronger sales channel and a broader commercial capacity. As
we move forward, we will continue to invest in medical education to build trust, deepen collaboration, drive wider utilization of our products, and enable better patient outcomes. We will also use our combined salesforce to engage more deeply with clinicians, continuing to elevate our relationship from that of a supplier to that of a strategic partner in patient care.
Surgical
"Our mission is to deliver medical devices that enhance the surgical experience for clinicians and improve patient outcomes. We are poised to leverage our global footprint to support healthcare professionals globally."
James Ferguson, President and General Manager, Surgical
Our Surgical business has multiple market leadership positions, along with a reputation for collaborating with healthcare professionals to deliver value for their patients. Our Surgical business encompasses
a market-leading manual clip ligation portfolio, as well as Hem-o-lok™ polymer and Horizon™ metal ligating clips, the Titan SGS™ Stapler for procedures such as sleeve gastrectomy, a complete portfolio of mechanical fascial closure devices, and an array of surgical instruments with a focus on ENT and CVT instrumentation, and sub-3mm MIS instruments. In 2025, we expanded access to our Titan SGS™ Stapler into new global markets, completing first cases in several countries. We also launched our next-generation Weck™ Hem-o-lok™ PurplePlus™ Large ligating system in the United States. We are committed to making these and other innovative products available to global markets over the coming years. We will continue our efforts to develop and launch new products that deliver a clear value proposition and enhance the surgical experience for our customers. This includes delivering high-quality education, awareness, and clinical support programs. We firmly believe in deep and continuous collaboration with our customers, and therefore, we will work closely with them to identify market gaps and develop solutions to address their unmet clinical needs. In the coming year, we plan to expand our portfolio adoption across the globe and continue to build our global leadership position.
5
Quality-Driven
Dominik Reterski
Corporate Vice President, Quality Assurance/Regulatory Affairs
Quality improvement is deeply embedded in our culture, and this was never more evident than in 2025. Our business transformation initiatives created significant challenges for our support
areas, making quality improvement more difficult than expected - and also far more valuable.
We faced this challenge head-on, meeting or exceeding the quality improvement targets we had set for the year. We posted a 14% reduction in customer complaints year-over-year across all major product categories, and we drove dramatic improvement in our number of field corrective actions in 2025. We also continued to build on our
1Quality Management System (1QMS), expanding this platform around the globe and launching its electronic component, eQMS. 1QMS has enabled us to unite multiple quality management systems from our acquired companies into a single, unified platform, and eQMS has built on this, enabling
access to real-time data. We can now instantly retrieve accurate information, supporting us
in the successful completion of 72 external audits during 2025. 1QMS/eQMS also reinforces the Teleflex commitment to excellence, driving both performance and efficiency across our enterprise.
We complemented these efforts by rolling out our Living Quality program at our global manufacturing sites, encouraging employees to prioritize quality in everything they do. We
support Living Quality by providing unique training programs that give employees the opportunity
to see first-hand how the products they develop are used in actual medical situations, emphasizing their roles in improving patient outcomes. As Teleflex enters 2026, we are focused on supporting continued growth by finding new and better ways to drive quality across the board.
People-Centered
The Teleflex culture is dedicated to improving the health and quality of people's lives-from our customers and their patients, to our vendors, business partners, and shareholders.
Teleflex is committed to providing differentiated customer experiences that build trust. This starts with dedicated outreach tools that help us to understand customer needs so we can function as a partner. We also offer product-specific training that can help clinicians to reduce complications and advance care standards. In 2025, we exceeded our education goals by 20%, training nearly
Amy Bardin
Vice President, Clinical and Medical Affairs
Whitney Reynolds Vice President, Global Customer Experience
315,000 attendees globally. This included expanding our Teleflex Academy course offerings, reaching 151 countries, and translating our materials into several languages.
6 Teleflex | 2025 Annual Report
Performance-Focused
James Winters
Corporate Vice President, Manufacturing and Supply Chain
By embedding next-generation technologies and advanced analytics across our global end-to-end operations, we are transforming the way we anticipate customer needs, optimize end-to-end processes, and drive superior supply chain performance for our customers. Our existing technologies allow us to track global shipments in real-time, identify and accelerate cost savings opportunities, streamline customer complaint management, proactively address product quality issues, and, in many instances, anticipate supply disruptions before they occur. We have also used our existing technologies to help mitigate the impact of tariffs. Teleflex's global supply chain is and will continue to be a strategic competitive advantage-one strengthened and accelerated by
advanced analytics and data intelligence. This was
highlighted during 2025 when Teleflex faced a series of unexpected demands, including global
tariffs and challenges related to our decision to separate select businesses from our company. Our team reacted swiftly and decisively to these new business needs while continuing to uphold our long-standing record of delivery by exceeding our on-time, in-full commitments for the year.
Our 2025 performance clearly reflects the value of the digital tools we have deployed. It also underscores the caliber of our employees, whose
"can-do" attitude and diligent mindset set us apart in the global marketplace. We support our employees by providing a rewarding and exciting work environment that encompasses meaningful growth opportunities, training, and incentives. We also uphold exceptional environmental standards, and we are actively transforming our entire
end-to-end supply chain to support sustainable long-term progress.
Prioritizing Employees
Our people-centered culture starts with engaging our employees by emphasizing culture, providing training, and promoting employee satisfaction across our enterprise.
In 2025, our deep commitment to employees was validated, as
our team navigated a complex range of challenges related to acquiring and integrating a new business, and then managing the monumental task of beginning to separate select businesses from our company and preparing them for divestiture. Our people managed these challenges with professionalism, grace, and efficiency, displaying their commitment to strong execution. Moreover, our voluntary turnover
rate decreased during the year, highlighting our employees' loyalty to Teleflex and their belief in our purpose.
Cam Hicks
Corporate Vice President and Chief Human Resources Officer
7
Teleflex CEO Award
The Teleflex CEO Award is given to employees who distinguish themselves by exemplifying
our Core Values, including innovation, customer focus, productivity, and sustainability. In 2025, we received a significant number of submissions for this honor, and after careful review,
we presented the Teleflex CEO Award to:
(Pictured from left to right)
Linda Whelan, Philip McAllister, Dan Anderson, Catherine Brennan, Noel Kealey, Jarlath Lee, John McDonald, Molly O'Farrell
When proposed United States tariffs dramatically changed global trade relationships and agreements, Teleflex was suddenly faced with a meaningful financial challenge. We quickly assembled the Tariff Mitigation Team, selecting professionals with cross-functional expertise and tasking them with identifying potential opportunities for mitigation, as well as securing the necessary approvals and executing related strategies. With focus, discipline, and efficiency, this team swiftly targeted several critical areas, such as USMCA certification, alternative supply strategies, and production substitution opportunities. Their exceptional efforts mitigated substantial tariff costs for Teleflex.
(Pictured from left to right) Rose Prendergast, Simone Dwyer, Lynn Stamper
In 2025, Teleflex set out to transform our existing Enterprise Analytics capability from a tactical function that was specific to our supply chain, into a company-wide platform that will support
our global growth and promote our customer-centric mindset in a digitally connected environment. Collaborating with teams throughout Teleflex, including Commercial Operations, Clinical & Medical Affairs, and Quality Assurance & Regulatory Affairs, the Enterprise Analytics & Business Intelligence Team created both a vision and a blueprint for this transformation. This included outlining a strategy to employ advanced technologies, such as machine learning and artificial intelligence,
to accelerate decision making and drive value for Teleflex and our customers. This team's efforts have already produced meaningful results. For example, they radically improved our customer complaint protocol, replacing monthly reports with daily alerts and expediting their time to resolution. They also revamped our service management toolkits, helping us to drive our overall revenue backlogs to a historic low and to generate exceptional on-time, in-full performance.
8 Teleflex | 2025 Annual Report
Form 10K
For the fiscal year ended December 31, 2025
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025 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
TELEFLEX INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 23-1147939
(State or other jurisdiction of incorporation or organization)
(I.R.S. employer identification no.)
550 East Swedesford Road, Suite 400, Wayne, Pennsylvania 19087 (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 225-6800
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, par value
$1.00 per share
TFX
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
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.
Large accelerated filer ⌧ 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ⌧
The aggregate market value of the Common Stock of the registrant held by non-affiliates of the registrant 19,232,115 shares on June 27, 2025 (the last business day of the registrant's most recently completed fiscal second quarter) was $2,297,660,795(1). The aggregate market value was computed by reference to the closing price of the Common Stock on such date, as reported by the New York Stock Exchange.
The registrant had 44,200,562 shares of Common Stock outstanding as of February 24, 2026.
DOCUMENT INCORPORATED BY REFERENCE:
Certain provisions of the registrant's definitive proxy statement in connection with its 2025 Annual Meeting of Stockholders, to be filed within 120 days of the close of the registrant's fiscal year, are incorporated by reference in Part III hereof.
(1) For purposes of this computation only, the registrant has defined "affiliate" as including executive officers and directors of the registrant and owners of more than five percent of the common stock of the registrant, without conceding that all such persons are "affiliates" for purposes of the federal securities laws.
TELEFLEX INCORPORATED
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2025 TABLE OF CONTENTS
Page
Item 1.
PART I
BUSINESS
4
Item 1A.
RISK FACTORS
14
Item 1B.
UNRESOLVED STAFF COMMENTS
28
Item 1C.
CYBERSECURITY
28
Item 2.
PROPERTIES
29
Item 3.
LEGAL PROCEEDINGS
30
Item 4.
MINE SAFETY DISCLOSURES
30
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES 31
Item 6. RESERVED 31
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
31
Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
48
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
49
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
49
Item 9A.
CONTROLS AND PROCEDURES
49
Item 9B.
OTHER INFORMATION
50
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS 50
Item 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
51
Item 11.
EXECUTIVE COMPENSATION
51
PART III
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS 51
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE 51
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 51
PART IV
Item 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
52
Item 16.
FORM 10-K SUMMARY
55
SIGNATURES
56
Information Concerning Forward-Looking Statements
All statements made in this Annual Report on Form 10-K, 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;
our inability to effectively execute our restructuring programs;
our inability to realize anticipated savings resulting from restructuring plans and programs;
our ability to complete the sales of our Acute Care, Interventional Urology and OEM businesses, the terms and timing for such transactions, the ability to satisfy any applicable conditions and the expected benefits.
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, tariffs, sovereign debt issues and international conflicts and hostilities, such as the ongoing conflicts between Russia and Ukraine and in the Middle East;
public health epidemics and pandemics;
difficulties entering new markets;
general economic conditions; and
For a further discussion of the risks relating to our business, see Item 1A, "Risk Factors" in this Annual Report on Form 10-K. 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.
PART I
ITEM 1. BUSINESS
Teleflex Incorporated is referred to herein as "we," "us," "our," "Teleflex" and the "Company."
THE COMPANY
Teleflex is a global provider of medical technology products that enhance clinical benefits, improve patient and provider safety and reduce total procedural costs. We primarily design, develop, manufacture and supply single-use medical devices used by hospitals and healthcare providers for common diagnostic and therapeutic procedures in critical care and surgical applications. We market and sell our products to hospitals and healthcare providers 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. Our major manufacturing operations are located in the Czech Republic, Malaysia, Mexico and the United States (the "U.S.").
We are focused on achieving consistent, sustainable and profitable growth and improving our financial performance by increasing our market share and improving our operating efficiencies through:
development of new products and product line extensions;
investment in new technologies and broadening the application of our existing technologies;
expansion of the use of our products in existing markets and introduction of our products into new geographic markets;
achievement of economies of scale as we continue to expand by utilizing our direct sales force and distribution network to sell new products, as well as by increasing efficiencies in our sales and marketing organizations, research and development activities and manufacturing and distribution facilities; and
expansion of our product portfolio through select acquisitions, licensing arrangements and business partnerships that enhance, expand or expedite our development initiatives or our ability to increase our market share.
Our research and development capabilities, commitment to engineering excellence and focus on low-cost manufacturing enable us to bring to market cost effective, innovative products that improve the safety, efficacy and quality of healthcare. Our research and development initiatives focus on developing these products for both existing and new therapeutic applications, as well as developing enhancements to, and product line extensions of, existing products. Our portfolio of existing products and products under development consists primarily of Class I and Class II medical devices, most of which require 510(k) clearance by the U.S. Food and Drug Administration ("FDA") for sale in the U.S., and some of which are exempt from the requirement to obtain 510(k) clearance. We believe that seeking 510(k) clearance or qualifying for 510(k)-exempt status reduces our research and development costs and risks, and typically results in a shorter timetable for new product introductions as compared to the premarket approval, or PMA, process that would be required for Class III medical devices. See "Government Regulation" below for additional information.
HISTORY AND RECENT DEVELOPMENTS
Teleflex was founded in 1943 as a manufacturer of precision mechanical push/pull controls for military aircraft. From this original single market, single product orientation, we expanded and evolved through entries into new businesses, development of new products, introduction of products into new geographic or end-markets and acquisitions and dispositions of businesses. Throughout our history, we have continually focused on providing innovative, technology-driven, specialty-engineered products that help our customers meet their business requirements.
Beginning in 2007, we significantly changed the composition of our portfolio of businesses, expanding our presence in the medical device industry, while divesting all of our other businesses, which served the aerospace, automotive, industrial and marine markets. Following the divestitures of our marine business and cargo container and systems businesses in 2011, we became exclusively a medical device company.
In 2021, we divested certain product lines within our global respiratory product portfolio to Medline Industries, Inc. ("Medline") (the "Respiratory business divestiture"). We completed the initial phase of the Respiratory business divestiture on June 28, 2021. The second and final phase of the Respiratory business divestiture was completed in December 2023 with the transfer of certain additional manufacturing assets to Medline.
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 had entered into definitive agreements to sell our Acute Care and Interventional Urology (also referred to as "IU") businesses to Intersurgical® Ltd and our OEM business to Montagu and Kohlberg (collectively referred to as the "Strategic Divestitures"). The combined total consideration from the Strategic Divestitures is $2.0 billion in cash, consisting of expected proceeds of approximately $1.5 billion for our OEM business and $530 million for our Acute Care and IU businesses. Both transactions, which were approved at the same time by our Board of Directors, remain subject to certain closing adjustments, customary regulatory approvals and other closing conditions and are expected to be completed in the second half of 2026.
For further details regarding the Strategic Divestitures, see Note 5 to the consolidated financial statements included in this Annual Report on Form 10-K. Unless otherwise indicated, the following information relates to our continuing operations, not including the businesses to be disposed of in the Strategic Divestitures.
On January 8, 2026, we announced the departure of our Chairman, President and Chief Executive Officer, Liam
J. Kelly, and the appointment of Stuart A. Randle as Interim President and Chief Executive Officer. In connection with Mr. Kelly's departure as President and Chief Executive Officer, the Board appointed Stephen K. Klasko, M.D., a current independent director who had been serving as our Lead Director, to serve as the independent Chair of the Board.
Restructuring programs
We continue to execute our footprint realignment and other restructuring programs designed to improve efficiencies in our manufacturing and distribution facilities and, to a lesser extent, our sales and marketing and research and development organizations. See Note 6 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information.
OUR SEGMENTS
We have three reportable segments: Americas, EMEA (Europe, the Middle East and Africa) and Asia (Asia Pacific). Each of our segments provides a comprehensive portfolio of medical technology products used by hospitals and healthcare providers. However, certain of our products are more heavily concentrated within certain segments. Our product portfolio is described in the products section below.
The following charts depict our net revenues by reportable operating segment as a percentage of our total consolidated net revenues for the years ended December 31, 2025, 2024 and 2023:
OUR PRODUCTS
Our product categories within our geographic segments include vascular and emergency medicine, interventional and surgical. Each of these categories serve hospitals and healthcare providers by supporting high-acuity emergent procedures. A detailed description of the key products within these categories is provided below.
Vascular and Emergency Medicine ("Vascular"): Our Vascular product portfolio comprises devices designed to support a variety of critical care therapies and other medical applications, with an emphasis on reducing vascular-related complications. These products primarily include our Arrow branded catheters, catheter navigation and tip positioning systems, and intraosseous (bone access) systems.
Our catheters are designed to support a wide array of clinical procedures, including the administration of intravenous therapies, the measurement of blood pressure, and the collection of blood samples, all through a single puncture site. Many of these catheters are equipped with antimicrobial and anti-thrombogenic protection technologies, which have been demonstrated to reduce the risk of catheter related bloodstream infections, microbial colonization, and thrombus formation on catheter surfaces.
Our intraosseous access systems are designed for the delivery of medications and fluids in situations where intravenous access is challenging or not feasible. These systems are particularly effective in emergency, urgent or medically critical scenarios and are suitable for use in both hospital and pre-hospital settings. Key products in this line include the EZ-IO Intraosseous Vascular Access System and the Arrow FAST1 Sternal Intraosseous Infusion System.
Our hemostatic products accelerate the body's natural clotting cascade and are used in trauma and other clinical situations where bleeding is difficult to control. The portfolio consists of external hemostats used by first responders, surgeons, interventional products used in the catheter lab, and trauma products used by trauma surgeons, which are branded under our QuikClot trade name.
Interventional: Our Interventional product category offers devices that facilitate a variety of applications to diagnose and deliver treatment of coronary and peripheral vascular disease. These products primarily consist of a diverse portfolio of coronary catheters, structural heart support devices and peripheral intervention product platforms used by interventional cardiologists, interventional radiologists and vascular surgeons. Clinical benefits of our products include increased vein and artery access, post-procedure closure, and increased support during complex medical procedures. Our primary product offerings consist of a portfolio of Arrow branded catheters, GuideLiner, Turnpike and TrapLiner catheters, the MANTA Vascular Closure device and Arrow OnControl powered bone biopsy system.
On June 30, 2025, we acquired substantially all of the Vascular Intervention business of BIOTRONIK SE & Co. KG ("VI Business"). The acquisition adds a broad suite of coronary and peripheral medical devices, such as drug-coated balloons, stents, and balloon catheters.
Surgical: Our Surgical product category consists of single-use and reusable devices designed for a variety of surgical procedures. These products primarily consist of metal and polymer ligating clips using manual and automatic applier systems, fascial closure surgical systems used in laparoscopic surgical procedures, percutaneous surgical systems, a powered bariatric stapler, and other surgical instruments used in ear, nose and throat and cardio-vascular and thoracic procedures. Our significant surgical brands include Weck, MiniLap, Pleur-Evac, Deknatel, KMedic, Pilling and Titan SGS.
Our product categories included within our Strategic Divestitures, which are expected to be divested in 2026 and are reflected within discontinued operations, include Acute Care, Interventional Urology and OEM. Each of these categories and the key products sold therein are described in more detail below.
Acute Care: The Acute Care product category comprises the following product categories:
airway management products designed to enable use of standard and advanced anesthesia techniques, pain management product line includes epidurals, catheters and disposable pain pumps for regional anesthesia, respiratory products are used in a variety of care settings and primarily consist of humidification and oxygen therapy products,
intra-aortic balloon pump systems developed to provide mechanical circulatory support for patients with impaired cardiac function, and;
urology care products used for bladder management, comprising a range of catheters, urine collectors, catheterization accessories and products utilized in operative endourology.
Interventional Urology: The Interventional Urology ("IU") product category includes the UroLift System, a minimally invasive technology for treating lower urinary tract symptoms due to benign prostatic hyperplasia, or BPH,
and hyaluronic acid gel-based products primarily utilized in the treatment of urological diseases, including Barrigel, a rectal spacing product used in connection with radiation therapy treatment of prostate cancer.
OEM (Original Equipment Manufacturer and Development Services): The OEM product category designs, manufactures and supplies devices and instruments for other medical device manufacturers. including custom extrusions, micro-diameter film-cast tubing, diagnostic and interventional catheters, balloons and balloon catheters, film-insulated fine wire, coated mandrel wire, conductors, sheath/dilator introducers, specialized sutures and performance fibers, bioabsorbable sutures, yarns and resins.
GOVERNMENT REGULATION
We are subject to comprehensive government regulation both within and outside the U.S. relating to the development, manufacture, sale and distribution of our products.
Regulation of Medical Devices in the U.S.
All of our medical devices manufactured or distributed in the U.S. are subject to requirements set forth by the Federal Food, Drug, and Cosmetic Act ("FDC Act") and regulations promulgated by the FDA under the FDC Act, which are enforced by the FDA. The FDA and, in some cases, other government agencies administer requirements for the methods used in, and the facilities and controls used for, the design, manufacture, packaging, labeling, storage, installation, servicing, marketing, importing and exporting of all finished devices intended for human use. Additional FDA requirements include premarket clearance and approval, advertising and promotion, distribution and post-market surveillance of our medical devices and establishment of registration and device listing for our facilities.
Unless an exemption, pre-amendment grandfather status (that is, medical devices legally marketed in the U.S. before May 28, 1976) or FDA enforcement discretion applies, each medical device that we market in the U.S. must first receive either clearance as a Class I or, typically, a Class II device (after submitting a premarket notification ("510(k)") or approval as a Class III device (after filing a premarket approval application ("PMA")) from the FDA pursuant to the FDC Act. To obtain 510(k) clearance, a manufacturer must demonstrate to the FDA that the proposed device is substantially equivalent to a legally marketed device (a 510(k)-cleared device, a pre-amendment device for which FDA has not called for PMAs or a device with a de novo authorization), referred to as the "predicate device." Substantial equivalence is established by the applicant showing that the proposed device has the same intended use as the predicate device, and it either has the same technological characteristics or has been
shown to be equally safe and effective and does not raise different questions of safety and effectiveness as compared to the predicate device. The FDA's 510(k) clearance process requires regulatory competence to execute and usually takes four to nine months, but it can last longer. A device that is not eligible for the 510(k) process because there is no predicate device may be reviewed by the FDA through the de novo process (the process for granting marketing authorization when no substantially equivalent device exists) if the FDA agrees it is a low to moderate risk device. A device that is not exempt from premarket review and is not eligible for 510(k) clearance or de novo authorization is categorized as Class III and must follow the PMA approval pathway, which requires proof of the safety and effectiveness of the device to the FDA's satisfaction. The process of obtaining PMA approval also requires specific regulatory competence and is more costly, lengthy and uncertain than the 510(k) or de novo processes. The PMA process generally takes from one to three years or even longer. Our portfolio of existing products and pipeline of potential new products consists primarily of Class I (510(k) exempt) and Class II devices that require 510(k) clearance, although a few are 510(k)-exempt and others are Class III, PMA-approved devices. In addition, certain modifications made to devices after they receive clearance or approval may require a new 510(k) clearance or approval of a PMA or PMA supplement. We cannot be sure that 510(k) clearance or PMA approval will be obtained in a timely matter, if at all, for any device that we propose to market.
A clinical trial is almost always required to support a PMA application and is sometimes required for a 510(k) clearance or a de novo authorization. The sponsor of a clinical trial must comply with and conduct the study in accordance with the applicable federal regulations, including the FDA's requirements for investigational device exemption ("IDE") requirements and good clinical practice ("GCP"). Clinical trials must also be approved, and are subject to continuing oversight, by an institutional review board ("IRB"), which is an appropriately constituted group that has been formally designated to review biomedical research involving human subjects and which has the authority to approve, require modifications to, or disapprove research to protect the rights, safety, and welfare of human research subjects. The FDA may order the temporary or permanent hold or discontinuation of a clinical trial at any time, or impose other sanctions, if it believes that the clinical trial either is not being conducted in accordance with FDA requirements or presents an unacceptable risk to the clinical trial subjects. An IRB may also require the clinical trial to be halted at a given clinical trial site for failure to comply with the IRB's requirements or to adequately
ensure the protection of human subjects, or may impose other conditions. Conducting medical device clinical trials is a complex and costly activity and frequently requires the use of outsourced resources that specialize in planning, conducting and/or monitoring the clinical trial for the medical device manufacturer.
A device placed on the market must comply with numerous regulatory requirements. Those regulatory requirements include, but are not limited to, the following:
device listing and establishment registration;
adherence to good manufacturing practices ("GMPs") as set forth in the Quality System Regulation ("QSR"), or, as of February 2, 2026, the Quality Management System Regulation ("QMSR"), which requires stringent design, testing, control, documentation, complaint handling and other quality assurance procedures;
labeling, including advertising and promotion, requirements;
unique device identifier ("UDI") requirements for device labels, packaging, and, for certain reusable devices, direct marking of certain reusable devices and for submission of information to FDA's Global Unique Device Identification Database ("GUDID");
prohibitions against the promotion of off-label uses or indications;
adverse event and malfunction reporting (Medical Device Reports or "MDRs");
post-approval restrictions or conditions, potentially including post-approval clinical trials or other required testing;
post-market surveillance requirements;
the FDA's recall authority, whereby it can require or request the recall of products from the market; and
reporting and documentation of voluntary corrections or removals.
Certain of our medical devices are sold in kits that include a drug component, such as lidocaine. These types of kits are generally regulated as combination products within the Center for Devices and Radiological Health ("CDRH") under the device regulations because the device provides the primary mode of action of the kit. Although the kit as a whole is regulated as a medical device, it may be subject to certain drug requirements such as current good manufacturing practices ("cGMPs") and adverse drug experience reporting requirements, to the extent applicable to the drug-component repackaging activities and subject to inspection to verify compliance with cGMPs as well as other regulatory requirements.
Our manufacturing facilities, as well as those of certain of our suppliers, are subject to periodic and for-cause inspections by FDA personnel to verify compliance with the QMSR (21 CFR Part 820) as well as other regulatory requirements. On February 2, 2026, the FDA replaced the QSR with the QMSR, which incorporates by reference ISO 13485:2016. As such, compliance with the cGMPs in the ISO standard is now a requirement for our medical devices sold in the United States, and the FDA will assess that compliance through inspections of our facilities and our suppliers' facilities. Similar inspections and audits are performed by Notified Bodies to verify compliance to applicable ISO standards (e.g. ISO 13485:2016), by auditing organizations under the Medical Device Single Audit Program ("MDSAP") applicable to regulatory requirements of Australia, Brazil, Canada, Japan and the U.S., and/or by regulatory authorities to verify compliance with medical device regulations and requirements from the countries in which we distribute product. If the FDA were to find that we or one or more of our suppliers have failed to comply with applicable regulations, it could institute a wide variety of enforcement actions, ranging from issuance of a warning or untitled letter to more severe sanctions, such as product recalls or seizures, civil penalties, consent decrees, injunctions, criminal prosecution, operating restrictions, partial suspension or total shutdown of production, refusal to permit importation or exportation, refusal to grant, or delays in granting, clearances or approvals or withdrawal or suspension of existing clearances or approvals. The FDA also has the authority under certain circumstances to request repair, replacement or refund of the cost of any medical device manufactured or distributed by us. Any of these actions could have an adverse effect on our business.
Regulation of Medical Devices Outside of the U.S.
Medical device laws are also in effect in many of the markets outside of the U.S. in which we do business. These laws range from comprehensive device approval requirements for some or all of our products to requests for product data or certifications. Inspection of and controls over manufacturing, as well as monitoring of device-related adverse events, are components of most of these regulatory systems. Manufacturing certification requirements and audits through the MDSAP program, notified bodies, or other regulatory authority inspections also apply. In addition, the European Union ("EU") has adopted the EU Medical Device Regulation (the "EU MDR"), which imposes stricter requirements for the marketing and sale of medical devices as compared to the predecessor Medical Device Directive (the "EU MDD"), including in the area of clinical evaluation requirements, quality systems, economic
operators and post-market surveillance. The EU MDR went into effect in May 2021. As of the effective date, new and modified devices must be certified under, and be compliant with, the EU MDR. Devices that previously satisfied EU MDD requirements can continue to be marketed in the EU, subject to certain limitations, until the expiration of their current EU MDD certifications, but certain EU MDR requirements went into effect for such devices in May 2021. In February 2023, the European Parliament and Council approved an amendment to extend the EU MDR certification deadline for currently marketed devices past May 2024, with December 2027 as the new deadline for highest-risk devices and December 2028 for lower-risk devices. We will need to obtain new certifications under the EU MDR for medical devices previously authorized under the EU MDD. As a result, Teleflex will incur expenditures in connection with the new registration of medical devices that previously had been registered under the MDD. Failure to obtain EU MDR certifications prior to the expiration of existing EU MDD certifications may limit our ability to sell certain products in the EU until EU MDR certification is obtained. Failure to meet the applicable EU MDR requirements could adversely impact our business in the EU and other regions that tie their product registrations to the EU requirements. We anticipate our products will be compliant with EU MDR in 2026, with all associated registration activities and related expenditures anticipated to be completed within the same year.
Healthcare Laws
We are subject to various federal, state and local laws in the U.S. targeting fraud and abuse in the healthcare industry. These laws prohibit us from, among other things, soliciting, offering, receiving or paying any remuneration to induce the referral or use of any item or service reimbursable under Medicare, Medicaid or other federally or state financed healthcare programs. Violations of these laws are punishable by imprisonment, criminal fines, civil monetary penalties and exclusion from participation in federal healthcare programs. In addition, we are subject to federal and state false claims laws in the U.S. that prohibit the submission of false payment claims under Medicare, Medicaid or other federally or state funded programs. Certain marketing practices, such as off-label promotion, and violations of federal anti-kickback laws may also constitute violations of these laws.
In addition, we are subject to various federal and state reporting and disclosure requirements related to the healthcare industry. Rules issued by the Centers for Medicare & Medicaid Services ("CMS") require us to collect and report information on payments or transfers of value to physicians, physician assistants, nurse practitioners, clinical nurse specialists, certified registered nurse anesthetists, certified nurse-midwives and teaching hospitals, as well as investment interests held by physicians and their immediate family members. The reported data is available to the public on the CMS website. Failure to submit required information may result in civil monetary penalties. In addition, several states now require medical device companies to report expenses relating to the marketing and promotion of device products and to report gifts and payments to individual physicians in these states. Other states prohibit various other marketing-related activities. The federal government and certain other states require the posting of information relating to clinical studies and their outcomes. The shifting commercial compliance environment and the need to build and maintain robust and expandable systems to comply with the different compliance and/or reporting requirements among a number of jurisdictions increases the possibility that a regulated company may violate one or more of the requirements, resulting in increased compliance costs that could adversely impact our results of operations.
Further, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (collectively, the "Affordable Care Act"), imposes regulatory mandates and other measures designed to contain the cost of healthcare, in addition to annual reporting and disclosure requirements on device manufacturers for any "transfer of value" made or distributed to physicians or teaching hospitals. Violations of these laws are punishable by a range of fines, penalties and other sanctions.
Other Regulatory Requirements
We are also subject to the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws applicable in jurisdictions outside the U.S. that generally prohibit companies and their intermediaries from improperly offering or paying anything of value to non-U.S. government officials for the purpose of obtaining or retaining business. Because of the predominance of government-sponsored healthcare systems around the world, most of our customer relationships outside of the U.S. are with government entities and are therefore subject to such anti-bribery laws. Our policies mandate compliance with these anti-bribery laws. We operate in many parts of the world that have experienced government corruption to some degree, and in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. In the sale, delivery and servicing of our medical devices and software outside of the U.S., we must also comply with various export control and trade embargo laws and regulations, including those administered by the Department of Treasury's Office of Foreign Assets Control ("OFAC") and the Department of Commerce's Bureau of Industry and Security ("BIS") which may require licenses or other authorizations for transactions relating to certain countries and/or with certain individuals identified by the U.S.
government. Despite our global trade and anti-corruption compliance program, our internal control policies and procedures may not always protect us from liability for the reckless or criminal acts committed by our employees, distributors or other agents. Violations of these requirements are punishable by criminal or civil sanctions, including substantial fines and imprisonment.
COMPETITION
The medical device industry is highly competitive. We compete with many companies, ranging from small startup enterprises to companies that are larger and more established than us and have access to significantly greater financial resources. Furthermore, extensive product research and development and rapid technological advances characterize the market in which we compete. We must continue to develop and acquire new products and technologies for our businesses to remain competitive. We believe that we compete primarily on the basis of clinical superiority and innovative features that enhance patient benefit, product reliability, performance, customer and sales support, and cost-effectiveness.
SALES AND MARKETING
Our product sales are made directly to hospitals, healthcare providers and distributors through our own sales forces, independent representatives and independent distributor networks.
BACKLOG
Most of our products are sold to hospitals or healthcare providers on orders calling for delivery within a few days or weeks. Therefore, our backlog of orders is not indicative of revenues to be anticipated in any future 12-month period.
PATENTS AND TRADEMARKS
We own a portfolio of patents, patents pending and trademarks. We also license various patents and trademarks. Patents for individual products extend for varying periods based upon the date of patent filing or grant and the legal term of patents in the various countries where patent protection is obtained. Trademark rights may potentially extend for longer periods of time and are dependent upon national laws and use of the marks. All product names throughout this document are trademarks owned by, or licensed to, us or our subsidiaries. Although these have been of value and are expected to continue to be of value in the future, we do not consider any single patent or trademark, except for the Teleflex name and the Arrow brand, to be essential to the operation of our business.
SUPPLIERS AND MATERIALS
Materials used in the manufacture and sterilization of our products are purchased from a large number of suppliers in diverse geographic locations. We are not dependent on any single supplier for a substantial amount of the materials used, the components supplied and the sterilization services provided for our overall operations. Most of the materials, components and sterilization services we utilize are available from multiple sources, and where practical, we attempt to identify alternative suppliers. However, our ability to establish alternate sources of supply of materials and sterilization services may be delayed due to FDA and other regulatory authority requirements regarding the manufacture and sterilization of our products. Volatility in commodity prices and freight costs can have a significant impact on the cost of producing and supplying certain of our products.
RESEARCH AND DEVELOPMENT
We are engaged in both internal and external research and development. Our research and development efforts support our strategic objectives to provide innovative new, safe and effective products that enhance clinical value by reducing infections, improving patient and clinician safety, enhancing patient outcomes and enabling less invasive procedures.
We also acquire or license products and technologies that are consistent with our strategic objectives and enhance our ability to provide a full range of product and service options to our customers.
SEASONALITY
Portions of our revenues are subject to seasonal fluctuations. The incidence of flu and other disease patterns and, to a lesser extent, the frequency of elective medical procedures affect revenues related to single-use products. Historically, we have experienced higher sales in the fourth quarter as a result of these factors.
HUMAN CAPITAL
As of December 31, 2025, we employed approximately 15,500 employees, including 3,700 employees in the
U.S. and 11,800 employees in 38 other countries around the world. Our global supply chain employees make up 59% of the total employee population and are located primarily in Mexico, Malaysia, the U.S. and the Czech Republic. Our commercial organization comprises 23% of the global employee base. The remaining 18% of employees work in various corporate functions, based in each of our locations.
We believe our employees are a significant differentiating factor and play a critical role in our ability to deliver on our commitments to patients and execute our strategy to our customers and shareholders. This was reinforced in 2024 with the roll-out of our new employer brand and its tagline: "Empowering your future in healthcare." Our management team places significant focus and attention on matters affecting our people, particularly our commitment to our Core Values, capability development, total rewards and inclusion, as well as how each employee experiences our culture.
Inclusive Culture
The inclusive culture of our organization is critical to the human capital we attract, develop and retain and who, in turn, contribute to the results and success of our company. Our culture is framed by our Core Values - building trust, entrepreneurial spirit and enjoyment of our work, with people at the center of all we do. We strive to develop and sustain our culture by embedding these values in all aspects of our organization, including our human capital strategies.
At Teleflex, our Core Values define our company, shape our inclusive culture, guide our business practices, and direct the way we interact with our stakeholders. The inclusivity of our culture is embedded in our activities, decisions, governance, and innovations, all contributing to the achievement of accessible, equitable and sustainable healthcare for all.
Across the organization, our Employee Resources Groups (ERGs), which are open to all employees, extend to each of our four regions and provide our people with employee-driven communities. These communities focus on initiatives such as supporting working parents and caregivers, coordinating mentorship and development opportunities, promoting cultural awareness and understanding, and connecting employees with shared experiences, interests or backgrounds.
We continue our efforts to cultivate a representative and inclusive workforce that reflects the communities in which we work and serve. These efforts are supported through engaging and partnering with local organizations, educational institutions and recruiting firms for a variety of opportunities in Teleflex, including vacancies, co-op placements and internships. In partnering with local organizations, we are better able to address how we can best serve and support marginalized populations in our communities. Some representative examples from our global supply chain include:
In our Mexico and Malaysia manufacturing sites, we have implemented a hiring and onboarding program supporting employees with special needs. This has had a tremendous impact on our contribution to the local community, as well as in our employee engagement and sense of purpose.
In our North American Distribution Center, we have implemented a program focused on hiring candidates coming from a disadvantaged or vulnerable background. This program has also had a very meaningful impact on our local community and employee engagement.
Talent Management, Development and Learning
We are committed to building a high performance culture that supports our Core Values throughout the employee lifecycle, while providing our employees with opportunities for growth, development, and career advancement. We have a clear talent management process that provides regular coaching check-ins between employees and their managers to review the employee's developmental objectives and career progression. We also regularly review our talent portfolio and succession plans to ensure we can deliver on our company strategy.
We provide employees across the organization with access to an external continuing-education catalog, along with a variety of internal learning and training resources. Among these resources is the Teleflex Academy, a curriculum that provides learning opportunities for our employees to further develop their skills and receive training across broad subject areas such as leadership, communications, sales, customer service and business acumen.
Total Rewards
Our commitment to our employees is to provide fair, equitable and competitive compensation and benefit packages to all employees globally. To that end, we continuously review and calibrate employee roles and responsibilities to ensure we are offering equal pay for equal work, and we actively manage our global compensation and benefit programs to ensure we can attract and retain the critical human capital we need to continue to deliver on our commitments to employees, customers, patients and shareholders. We believe our compensation and benefits offering is aligned with competitive market pay levels and, along with our culture and Core Values, acts to incentivize the right behaviors and actions to achieve the best results for the organization. We structure our compensation to include a mix of pay components of base salary, short-term cash incentives and longterm incentives. We offer employees health, welfare and retirement benefits and have implemented policies addressing paid time off, flexible work schedules, employee assistance, parental leave and family benefits, among others.
Environmental, Health and Safety
Our Environmental Health and Safety (EHS) vision is to protect the safety and health of Teleflex personnel and the environments in which we operate. We have a vested interest in protecting our most valuable assets - our employees. Everyone is a steward of EHS, fostering a culture of active responsibility in all our operations. We remain fully committed to complying with all relevant EHS legislation and to achieving our vision. We have and will continue to expend resources to construct, maintain, operate, and improve our facilities across the globe for environmental, health, safety and sustainability of our operations for the protection and benefit of our employees and others. Further, we understand that our environment is both complex and delicate, and we prioritize managing and limiting the impact our business has on the environment as part of our Zero Harm Culture. As we continue to review our commitments to environmental sustainability, we have initiated programs to track and lower our consumption of energy, water and gas, as well as reduce waste and the use of hazardous materials. In addition, we have developed an EHS program focused on training our personnel to deploy and audit global EHS standards as well as other programs to engage our employees on EHS initiatives.
ENVIRONMENTAL
We are subject to various environmental laws and regulations both within and outside the U.S. Our operations, like those of other medical device companies, involve the use of substances regulated under environmental laws, primarily in manufacturing and sterilization processes. While we continue to devote resources to compliance with existing environmental laws and regulations, we cannot ensure that our costs of complying with current or future environmental protection, health and safety laws and regulations, including, without limitation, those related to climate change, will not exceed our estimates or will not have a material adverse effect on our business, financial condition, results of operations and cash flows. Further, we cannot ensure that we will not be subject to environmental claims for personal injury or cleanup in the future based on our past, present or future business activities.
INVESTOR INFORMATION
We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Therefore, we file reports, proxy statements and other information with the Securities and Exchange Commission (SEC). The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
You can access financial and other information about us in the Investors section of our website, which can be accessed at https://www.teleflex.com. We make available through our website, free of charge, copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed with or furnished to the SEC under Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after electronically filing or furnishing such material to the SEC. The information on our website is not part of this Annual Report on Form 10-K. The reference to our website address is intended to be an inactive textual reference only.
We are a Delaware corporation incorporated in 1943. Our executive offices are located at 550 East Swedesford Road, Suite 400, Wayne, PA 19087.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The names and ages of our executive officers as of February 27, 2026 and the positions and offices held by each such officer are as follows:
Name
Age
Positions and Offices with Company
Stuart A. Randle
66
Interim President and Chief Executive Officer; Director
John R. Deren
58
Executive Vice President and Chief Financial Officer
Cameron P. Hicks
61
Corporate Vice President, Human Resources and Communications
Daniel V. Logue
52
Corporate Vice President, General Counsel and Secretary
James Winters
53
Corporate Vice President, Manufacturing and Supply Chain
Mr. Randle, 66, became our Interim President and Chief Executive Officer on January 8, 2026, and has been a director of the Company since 2009. Mr. Randle retired in December 2018 after serving for three years as the Chief Executive Officer of Ivenix, Inc., a medical device company that provides infusion delivery systems. Previously, Mr. Randle had been retired since September 2014 after serving for ten years as President and Chief Executive Officer of GI Dynamics, Inc., a medical device company. From 2003 to 2004, he served as Interim Chief Executive Officer of Optobionics Corporation, a medical device company. From 2002 to 2003, Mr. Randle held the position of Entrepreneur in Residence of Advanced Technology Ventures, a healthcare and information technology venture capital firm. From 1998 to 2001, he was President and Chief Executive Officer of Act Medical, Inc. Prior to 1998, Mr. Randle held various senior management positions with Allegiance Healthcare Corporation and Baxter International Inc.
Mr. Deren, 58, has been our Executive Vice President and Chief Financial Officer since April 2025. From August 2021 to March 2025, Mr. Deren was our Corporate Vice President and Chief Accounting Officer and from May 2017 to August 2021, he was our Vice President and Chief Accounting Officer. He joined Teleflex in May 2013 as Vice President, Finance and Corporate Controller. Prior to joining Teleflex, Mr. Deren served as Vice President and Global Controller of Trinseo PLC (formerly known as Styron LLC), a global specialty materials company, from January 2011 until April 2013. Mr. Deren has also held leadership positions with Exelon Generation, Rohm and Haas Company, and began his career at PricewaterhouseCoopers where he held positions of increasing responsibility through Senior Manager.
Mr. Hicks has been our Corporate Vice President, Human Resources and Communications since April 2013. Prior to joining Teleflex, Mr. Hicks served as Executive Vice President of Human Resources & Organizational Effectiveness for Harlan Laboratories, Inc., a private global provider of pre-clinical and non-clinical research services, from July 2010 to March 2013. From April 1990 to January 2010, Mr. Hicks held various leadership roles with MDS Inc., a provider of products and services for the development of drugs and the diagnosis and treatment of disease, including Senior Vice President of Human Resources for MDS' global Pharma Services division from November 2000 to January 2010.
Mr. Logue has been our Corporate Vice President, General Counsel and Secretary since January 2021. Mr. Logue joined Teleflex in 2004 and previously held the positions of Deputy General Counsel from February 2017 to December 2020, Associate General Counsel from March 2013 to January 2017 and Assistant General Counsel from June 2004 to February 2013. Prior to joining Teleflex, Mr. Logue was an associate at the law firm of Pepper Hamilton LLP (now Troutman Pepper Locke LLP) from September 1999 to June 2004.
Mr. Winters has been our Corporate Vice President, Manufacturing and Supply Chain since February 2020. He previously held the position of Vice President, Global Manufacturing from March 2018 to January 2020. Prior to joining Teleflex, Mr. Winters held various senior management and operational roles with the DePuy Synthes division of Johnson & Johnson, a healthcare company, from August 2005 to February 2018. Most recently, Mr. Winters served as Vice President of Global Manufacturing for Global Joint Reconstruction for DePuy Synthes from February 2015 to February 2018. Prior to that, Mr. Winters served as Plant Manager for the DePuy Synthes Ireland Manufacturing Operation.
Our officers are elected annually by our board of directors. Each officer serves at the discretion of the board.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Annual Report on Form 10-K, you should carefully consider the following factors which could have a material adverse effect on our business, financial condition, results of operations, cash flows or stock price. The risks below 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.
Risks Relating to our Business and Operations
We face strong competition. Our failure to successfully develop and market new products could adversely affect our business.
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.
In addition, the medical device industry is characterized by extensive product research and development and rapid technological advances. The future success of our business will depend, in part, on our ability to design and manufacture new products and enhance existing products. Our product development efforts may require us to make substantial investments. There can be no assurance that we will be able to successfully develop new products, enhance existing products or achieve market acceptance of our products, due to, among other things, our inability to identify viable new products; maintain sufficient liquidity to fund our investments in research and development and product acquisitions; obtain adequate intellectual property protection; gain market acceptance of new products; or successfully obtain regulatory approvals.
In addition, our competitors currently may be developing, or may develop in the future, products that provide better features, clinical outcomes or economic value than those that we currently offer or subsequently develop. Our failure to successfully develop and market new products or enhance existing products, and to compete successfully with others in the medical device industry, could have a material adverse effect on our business, financial condition and results of operations.
Finally, we are susceptible to industry consolidation among competitors and vertical integration by customers. Larger competitors resulting from consolidations may have certain advantages over us, including, but not limited to: substantially greater financial and other resources with which to withstand adverse economic or market conditions and pursue development, engineering, manufacturing, marketing and distribution of their products; presence in key markets; patent protection; and greater name recognition. In addition, we may be at a competitive disadvantage to our peers if we fail to identify attractive opportunities to consolidate with larger or smaller companies to expand our business. Consolidation among our competitors and integration among our customers could erode our market share, negatively impact our capacity to compete and require us to restructure our operations, any of which would have a material adverse effect on our business.
Our customers depend on third party coverage and reimbursements, and the failure of healthcare programs to provide sufficient coverage and reimbursement for our medical products could adversely affect us.
The ability of our customers to obtain coverage and reimbursement for our products is important to our business. Demand for many of our existing and new medical products is, and will continue to be, affected by the extent to which government healthcare programs and private health insurers reimburse our customers for patients' medical expenses in the countries where we do business. Even when we develop or acquire a promising new product, demand for the product may be limited unless reimbursement approval is obtained from private and government third party payors. Internationally, healthcare reimbursement systems vary significantly. In some countries, medical centers are constrained by fixed budgets, regardless of the volume and nature of patient treatment. Other countries require application for, and approval of, government or third party reimbursement. Without both favorable coverage determinations by, and the financial support of, government and third party insurers, the market for many of our medical products would be adversely affected. In this regard, we cannot be sure that third party payors will maintain the current level of coverage and reimbursement to our customers for use of our existing products. Adverse coverage determinations, including reductions in the amount of reimbursement,
could harm our business by discouraging customers' selection of, and reducing the prices they are willing to pay for, our products.
In addition, as a result of their purchasing power, third party payors have implemented and are continuing to implement cost cutting measures such as seeking discounts, price reductions or other incentives from medical products suppliers and imposing limitations on coverage and reimbursement for medical technologies and procedures. These trends could compel us to reduce prices for our products and could cause a decrease in the size of the market or a potential increase in competition that could negatively affect our business, financial condition and results of operations.
Moreover, the growing trend in the United States and other countries toward limiting healthcare expenses through cost containment measures may continue to exert downward pressure on our product pricing. Governments in the markets in which we do business have used a variety of mechanisms to control healthcare costs, such as price controls, collective purchasing, and the imposition of competitive bidding and tenders. For example, China has implemented regional and national programs for volume-based procurement of medical device products designed to reduce healthcare costs, which require manufacturers to meet specific quality, quantity and pricing requirements to be awarded tenders. Volume-based procurement and similar programs in China and other countries are likely to have an adverse impact on future results due to reduced pricing.
We are subject to extensive government regulation, which may require us to incur significant expenses to ensure compliance. Our failure to comply with those regulations could have a material adverse effect on our business, results of operations, financial condition and cash flows.
Our products are medical devices and are subject to extensive regulation in the U.S. by the FDA and by comparable government agencies in other countries. The regulations govern, among other things, the development, design, clinical testing, premarket clearance and approval, manufacturing, labeling, importing and exporting and sale and marketing of many of our products. Moreover, these regulations are subject to future change.
In the U.S., before we can market a new medical device, or a new use of, or claim for, or significant modification to, an existing product, we generally must first receive either 510(k) clearance or de novo authorization or approval of a premarket approval application, or PMA, from the FDA. Similarly, most major markets for medical devices outside the U.S. also require clearance, approval, authorization or compliance with certain standards before a product can be commercially marketed. In the EU, the EU MDR went into effect in May 2021 and includes significant additional pre- and post-market requirements. The process of obtaining regulatory clearances and approvals to market a medical device, particularly from the FDA and certain foreign government authorities, can be costly and time consuming, and clearances and approvals might not be granted for new products on a timely basis, if at all. In addition, once a device has been cleared or approved, a new clearance or approval may be required before the device may be modified or its labeling changed. Furthermore, the FDA or a foreign government authority may make its review and clearance or approval process more rigorous, which could require us to generate additional clinical or other data, and expend more time and effort, in obtaining future product clearances or approvals. The regulatory clearance and approval process may result in, among other things, delayed realization of product revenues, substantial additional costs or limitations on indicated uses of products, any one of which could have a material adverse effect on our financial condition and results of operations. Even after a product has received marketing approval or clearance, such product approval or clearance can be withdrawn or limited due to unforeseen problems with the device or issues relating to its application, or the FDA or a foreign government authority may change the classification of a product, which could require additional clinical studies and new marketing submissions.
Failure to comply with applicable regulations could lead to adverse effects on our business, which could include:
partial suspension or total shutdown of manufacturing;
product shortages;
delays in product manufacturing;
warning or untitled letters;
fines or civil penalties;
delays in or restrictions on obtaining new regulatory clearances or approvals;
withdrawal or suspension of required clearances, approvals or licenses;
product seizures or recalls;
injunctions;
criminal prosecution;
advisories or other field actions;
operating restrictions; and
prohibitions against exporting of products to, or importing products from, countries outside the U.S.
We could be required to expend significant financial and human resources to remediate failures to comply with applicable regulations and quality assurance guidelines. In addition, civil and criminal penalties, including exclusion under Medicaid or Medicare, could result from certain regulatory violations. Any one or more of these events could have a material adverse effect on our business, financial condition and results of operations.
Medical devices are cleared or approved for one or more specific intended uses and performance claims must be adequately substantiated. Promoting a device for a use outside of the cleared or approved intended use or population, that is, an off-label use, or making false, misleading or unsubstantiated claims could result in government enforcement action.
Furthermore, our facilities are subject to periodic inspection by the FDA and other federal, state and foreign government authorities, which require manufacturers of medical devices to adhere to certain regulations, including the FDA's QSR, which requires, among other things, periodic audits, design controls, quality control testing and documentation procedures, as well as complaint evaluations and investigation. In addition, any facilities assembling kits that include drug components and are registered as drug repackaging establishments are also subject to current good manufacturing practices requirements for drugs. The FDA also requires the reporting of certain adverse events and product malfunctions and requires the reporting of certain recalls or other field safety corrective actions for medical devices. Issues identified through such inspections and reports may result in FDA enforcement action through any of the actions discussed above. Moreover, issues identified through such inspections and reports may require significant resources to resolve.
We are subject to healthcare fraud and abuse laws, regulation and enforcement; our failure to comply with those laws could have a material adverse effect on our results of operations and financial condition.
We are subject to healthcare fraud and abuse regulation and enforcement by the federal government and the governments of those states and foreign countries in which we conduct our business. The laws that may affect our ability to operate include:
the federal healthcare anti-kickback statute, which, among other things, prohibits persons from knowingly and willfully offering or paying remuneration, one purpose of which is to induce either the referral of an individual for, or the purchase, order or recommendation of, any good or service for which payment may be made under federal healthcare programs such as Medicare and Medicaid, or soliciting payment for such referrals, purchases, orders and recommendations;
federal false claims laws which, among other things, prohibit individuals or entities from knowingly presenting, or causing to be presented, false or fraudulent claims for payment from the federal government, including Medicare, Medicaid or other third-party payors;
the federal Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), which prohibits schemes to defraud any healthcare benefit program and false statements relating to healthcare matters; and
state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed by any third-party payor, including commercial insurers.
If our operations are found to be in violation of any of these laws or any other government regulations, we may be subject to penalties, including civil and criminal penalties, damages, fines, the curtailment or restructuring of our operations, the exclusion from participation in federal and state healthcare programs and imprisonment of personnel, any of which could adversely affect our ability to operate our business and our financial results. The risk of our being found to have violated these laws is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are open to a variety of interpretations.
Further, the Affordable Care Act, through the Physician Payments Sunshine Act, imposes annual reporting and disclosure requirements on device manufacturers for any "transfer of value" made or distributed to physicians or teaching hospitals, physician assistants, nurse practitioners, clinical nurse specialists, certified registered nurse anesthetists (including anesthesiology assistants) and certified nurse-midwives. The reported information is made publicly available in a searchable format. In addition, device manufacturers are required to report and disclose any ownership or investment interests held by physicians and their immediate family members during the preceding calendar year. Failure to submit required information may result in civil monetary penalties for each payment, transfer of value or ownership or investment interests not reported in an annual submission, up to an aggregate of
$150,000 per year (and up to an aggregate of $1 million per year for "knowing failures"), as adjusted annually for inflation.
There are also certain states, including Connecticut, Massachusetts, and Vermont, that require device manufacturers to track and report payments or transfers of value provided to certain health care providers and health care entities. In addition, some states, such as California, Connecticut, Nevada and Massachusetts, mandate implementation of compliance programs that include restrictions on certain interactions and items of value that may be provided to health care providers, as well as the tracking and reporting of certain items of value, compensation for consulting and other services, and other remuneration to healthcare providers. Further, we are subject to a law in Vermont that imposes a ban on providing certain items of value and payments to health care providers. The shifting commercial compliance environment and the need to build and maintain robust and expandable systems to comply with the different compliance and/or reporting requirements among a number of jurisdictions increases the possibility that we may inadvertently violate one or more of the requirements, resulting in increased compliance costs that could adversely impact our results of operations.
We may not be successful in achieving expected operating efficiencies and sustaining or improving operating expense reductions, and may experience business disruptions associated with restructuring, facility consolidations, realignment, cost reduction and other strategic initiatives.
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, 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.
As part of our efforts to increase operating efficiencies, we have implemented a number of initiatives over the past several years to consolidate our enterprise resource planning, or ERP, systems. In addition, we currently are in the early stages of a multi-year phased conversion to upgrade our global ERP system to mitigate the risks associated with our vendor's planned end of support for the current version of our existing ERP system. This conversion will represent a substantial undertaking and require the investment of significant personnel and financial resources. To date, we have not experienced any significant disruptions to our business or operations in connection with these initiatives. However, as we continue our efforts to upgrade and further consolidate our ERP systems, we could experience business disruptions, which could adversely affect customer relationships and divert the attention of management away from daily operations. In addition, any delays in the implementation of these initiatives could cause us to incur additional unexpected costs. Should we experience such difficulties, our business, cash flows and results of operations could be adversely affected.
The strategic transformation that we are currently implementing may not have the intended results and may be harmful to our business.
In February 2025, we announced our intention to undertake a strategic transformation of the organization. In accordance with this strategy, on December 9, 2025, with the simultaneous execution of definitive agreements to sell our Acute Care and Interventional Urology businesses to Intersurgical® Ltd and the OEM business to Montagu and Kohlberg (collectively referred to as the "Strategic Divestitures"). The combined transaction total of 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 Interventional Urology businesses. Both transactions, which were approved by our Board of Directors, remain subject to certain closing adjustments, customary regulatory approvals and other closing conditions and are expected to be completed in the second half of 2026.
However, we can make no assurance that the announced transactions will be consummated on the timeframe contemplated or at all. We will face significant challenges in connection with first consummating, and then managing our business following the Strategic Divestitures. These challenges include, without limitation, obtaining the regulatory approvals necessary for, and satisfying the closing conditions to, the transactions, and the diversion of management's attention from ongoing business concerns to completing the transactions. Then, both in the period before the transactions are consummated and thereafter, when we are operating a modified business, we may face
challenges in attracting, retaining and motivating key management and other employees; retaining existing, or attracting new, business and operational relationships, including with customers, distributors, suppliers, employees and other counterparties; maintaining our relationships with regulators; and potential negative reactions from the financial markets.
Moreover, we have incurred, and will continue to incur, significant expenses in connection with the Strategic Divestitures. These expenses may be higher than currently anticipated or may not yield a discernible benefit if either or both of the Strategic Divestitures is not completed on schedule or at all. In addition, the anticipated benefits of the Strategic Divestitures and our post-transaction business focus are based on a number of assumptions, some of which may prove incorrect, and we cannot predict with certainty when the expected benefits will occur, or the extent to which they will be achieved. For instance, in the first quarter of 2026 we committed to a multi-year restructuring plan intended to eliminate stranded costs and improve our long-term cost structure. However, even if both of the Strategic Divestitures are completed, we may not achieve some or all of the anticipated strategic, financial, operational or other benefits in the expected timeframe, or at all, which could adversely impact our business, results of operations or financial condition.
Further, our enhanced reliance in the wake of the disposition of the Acute Care, Interventional Urology and OEM businesses on a smaller suite of existing products and on future products may pose risks to our growth, and following the transactions, we will be a less diversified company than we are today, with a more limited business. If the financial contribution from remaining legacy products and other products that we may acquire or develop in the future fails to replace lost contribution from the Acute Care, Interventional Urology and OEM businesses, or otherwise fail to meet expectations, our business, cash flows and results of operations could be adversely affected. We may be more vulnerable to changing market conditions, which could have a material adverse effect on our business, financial condition and results of operations. In addition, our diversification of revenues, costs and cash flows will diminish, such that our results of operations, cash flows, working capital, effective tax rate and financing requirements may be subject to increased volatility, and our ability to fund capital expenditures and investments, pay dividends and meet debt obligations and other liabilities may be diminished. In addition, we may experience difficulty accessing, or reduced access to, the capital markets or increased cost of borrowings, including as a result of a credit rating downgrade. Further, until the market has fully analyzed the value of our newly focused company, the price of our common stock may experience volatility, and our common stock may not match some holders' investment strategies or meet the minimum criteria for inclusion in stock market indices or portfolios, which could cause certain investors to sell their shares, which could in turn lead to declines in the trading price of such stock.
Disruptions in sterilization of our products or regulatory initiatives further restricting the use of ethylene oxide in sterilization facilities could adversely affect our results of operations and financial condition.
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 and surgical 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.
In addition, in 2019, the attorneys general of 15 states and the District of Columbia sent a letter to the EPA urging that the EPA promptly propose and finalize stricter standards for ethylene oxide emissions. Subsequently, the EPA solicited information and comments from the public on proposed revisions to regulations regarding ethylene oxide emissions and collected information from commercial sterilizers about ethylene oxide sterilization processes and emissions. In April 2023, the EPA released a proposed rule under the Clean Air Act that would require commercial sterilizers to install pollution control equipment to reduce ethylene oxide emissions and implement methods to continuously monitor emissions and report results to the EPA. In April 2024, the EPA issued the final version of the rule, establishing new standards for ethylene oxide emissions for commercial sterilizers. Sterilizers must comply with the new standards by April 6, 2026, or April 5, 2027, depending on certain characteristics of existing operations, or upon startup for new operations. Failure of our contract sterilizers to achieve compliance with
Disclaimer
Teleflex Inc. published this content on April 17, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 17, 2026 at 15:35 UTC.