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TFX 8-K filings, explained
Every material Form 8-K Teleflex has filed with the SEC since June 27, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Teleflex reported third quarter 2026 revenue of $567.8 million, up 0.2% from the prior year period, and up 3.0% on a pro forma adjusted constant currency basis. GAAP diluted EPS from continuing operations was $1.30, compared with a loss of $(1.32) a year earlier, and adjusted diluted EPS rose to $2.63 from $1.89. The company raised its 2026 adjusted diluted EPS guidance to $7.50 to $7.75 while lowering its GAAP revenue growth guidance to 13.2% to 14.2% because of foreign exchange rates.
Q3 2026 adjusted diluted EPS from continuing operations was $2.63, versus $1.89 in the prior year period; GAAP diluted EPS was $1.30 versus $(1.32).
2026 adjusted diluted EPS guidance raised to $7.50 to $7.75; GAAP diluted EPS guidance raised to $2.84 to $3.09.
2026 GAAP revenue growth guidance reduced to 13.2% to 14.2% on foreign exchange; pro forma adjusted constant currency growth guidance maintained at 3.5% to 4.5%.
About $350 million of common stock repurchased from July 1, 2026 through the release date, leaving $400 million under the current authorization; the OEM sale to Montagu and Kohlberg closed August 3, 2026 for $1.5 billion in cash.
Teleflex expanded its board from eight to nine directors and elected Sean M. Salmon to fill the new seat, effective September 8, 2026. Salmon previously led Medtronic's Cardiovascular portfolio, and the company says his appointment supports its governance and strategic priorities.
Board increased from eight to nine directors; Sean M. Salmon elected to fill the new seat on September 8, 2026
Salmon, age 61, founded consulting firm Zamboni Holdings, LLC in December 2025 and previously spent 21 years at Medtronic
At Medtronic, Salmon was Executive Vice President and President, Cardiovascular, from January 2021 to September 2025
Salmon joins the Growth and Operating Committee; he receives standard non-employee director compensation
Teleflex reported second-quarter 2026 revenue from continuing operations of $570.3 million, up 28.9% from the prior year, though GAAP diluted EPS fell to $0.96 from $1.54. The company cut its 2026 GAAP revenue growth and GAAP EPS guidance while raising its adjusted EPS guidance, and said it completed the sale of its OEM business and will start a $250 million accelerated share repurchase on August 7, 2026.
Q2 2026 revenue of $570.3 million was up 28.9% reported and 4.7% on a pro forma adjusted constant currency basis; adjusted diluted EPS was $1.76 versus $1.73 a year earlier
2026 GAAP diluted EPS from continuing operations guidance was cut to $2.54 to $2.84; adjusted diluted EPS guidance was raised to $6.90 to $7.20
2026 GAAP revenue growth guidance was reduced to 13.40% to 14.40%, and pro forma adjusted constant currency growth guidance to 3.50% to 4.50%, which management attributed to a longer-than-expected integration of the Biotronik Vascular Inter
OEM divestiture closed for $1.5 billion in cash; $700 million Term Loan A-2 was paid off, and $250 million of stock was repurchased in Q2 with a $250 million accelerated share repurchase set to begin August 7, 2026
Teleflex completed the sale of its Original Equipment Manufacturing and Development Services (OEM) business on August 3, 2026, for $1.5 billion in cash, subject to adjustment. The company estimates after-tax proceeds of about $1.25 billion and intends to use the net proceeds for debt reduction and share repurchases. Teleflex will give updated 2026 guidance with its second-quarter results on August 6, 2026.
Sale closed August 3, 2026, for $1.5 billion in cash, subject to adjustment under the agreement dated December 9, 2025
Estimated after-tax proceeds of about $1.25 billion
Company priorities include $800 million of debt reduction and completing its $1 billion share repurchase authorization
Updated 2026 financial guidance to be provided with second-quarter results on August 6, 2026
Teleflex Incorporated issued $500 million of 5.875% senior notes maturing January 15, 2032, under an indenture dated June 15, 2026. The notes are unsecured senior obligations, guaranteed by certain domestic subsidiaries, and are effectively subordinated to the company's secured debt, including its credit agreement term loans and revolver borrowings.
Principal: $500 million aggregate, 5.875% interest paid semi-annually on January 15 and July 15, starting January 15, 2027
Notes may be redeemed before January 15, 2029 at a make-whole price plus a premium of at least 1.0%; from January 15, 2029 the redemption price steps down from 102.938% to 100% by 2031
Covenants limit creation of certain liens, sale-leaseback transactions, and mergers or sales of substantially all assets; U.S. Bank Trust Company, National Association is trustee
Teleflex's independent directors approved a special restricted stock unit award with a grant date fair value of $600,000 for Stuart A. Randle, who is serving as Interim President and Chief Executive Officer. The board said the award recognizes his work in that role, including operational, governance and investor relations matters and the company's search for a permanent CEO, and that he has served longer than initially expected.
Award: special restricted stock units with grant date fair value of $600,000 to Stuart A. Randle
Grant date: June 8, 2026; approved by independent directors on recommendation of the Compensation Committee
Vesting: earlier of June 8, 2027 or the date of the 2027 annual meeting of stockholders
Company is still searching for a permanent President and Chief Executive Officer
On May 26, 2026, Teleflex and certain subsidiaries entered into a new credit agreement that refinances their existing Third Amended and Restated Credit Agreement dated November 4, 2022. The new agreement includes a five-year $1.0 billion revolving credit facility, a $500 million term A-1 loan and a $700 million term A-2 loan, and is secured by substantially all assets. The filing states the company must keep its total net leverage ratio at or below 4.50 to 1.00 and its interest coverage ratio at or above 3.00 to 1.00.
Five-year revolving credit facility of $1.0 billion, plus a $500 million term A-1 loan maturing May 26, 2031 and a $700 million term A-2 loan maturing May 26, 2028.
Loans bear interest at Term SOFR plus 1.125% to 2.00%, or an alternate base rate plus 0.125% to 1.00%, adjusted based on net leverage or corporate family rating.
Covenants require a maximum total net leverage ratio of 4.50 to 1.00 and a minimum interest coverage ratio of 3.00 to 1.00.
Obligations are guaranteed by substantially all material domestic subsidiaries and secured by a lien on substantially all assets.
Teleflex reported first-quarter 2026 revenue from continuing operations of $548.3 million, up 32.3% from the prior year, though pro forma adjusted constant currency growth was 5.1%. GAAP diluted EPS from continuing operations was $(0.11), compared with $1.14 a year earlier, and adjusted diluted EPS was $1.39 versus $1.44. The company maintained all of its 2026 guidance ranges, including adjusted diluted EPS of $6.25 to $6.55.
Revenue of $548.3 million, up 32.3% from $414.3 million; up 5.1% on a pro forma adjusted constant currency basis
GAAP diluted EPS from continuing operations of $(0.11) versus $1.14; adjusted diluted EPS of $1.39 versus $1.44
2026 guidance maintained: GAAP EPS of $2.90 to $3.20 and adjusted EPS of $6.25 to $6.55
Jason Weidman to become President and CEO effective June 8, 2026; Stuart Randle is interim CEO
Teleflex said Jason Weidman, previously a senior leader at Medtronic, will become President and Chief Executive Officer on June 8, 2026, succeeding interim CEO Stuart Randle, who will remain on the Board. Weidman is also expected to join the Board as a director at that time. The filing's compensation terms include a $1 million base salary and a $7 million sign-on restricted stock grant, which shareholders may track in future proxy and SEC filings.
Start date is June 8, 2026; Weidman is expected to join the Board as a director on that date.
Offer letter dated April 26, 2026 provides a $1 million base salary and a target annual bonus of 125% of base salary.
Sign-on restricted stock grant has a grant date fair value of $7 million; stock options have a grant date fair value of $1 million.
Chairman Stephen Klasko said the appointment follows the divestitures and the planned $1 billion share buyback and $800 million debt paydown.
Teleflex reported full-year 2025 continuing operations GAAP revenue of $1,992.7 million, up 17.2%, and GAAP diluted EPS of $1.31 versus $1.21, with adjusted diluted EPS of $6.98 versus $6.42. The company also began a multi-year restructuring plan tied to its Strategic Divestitures, with total charges of $31 million to $37 million and expected annual pre-tax savings of $48 million to $52 million once fully implemented. For 2026, it guided adjusted diluted EPS to $6.25 to $6.55, below the 2025 adjusted figure of $6.98, while the filing notes stranded costs of $90 million that transition agreements are expected to offset on an annualized basis.
Full-year 2025 GAAP revenue from continuing operations was $1,992.7 million, up 17.2%; adjusted revenue was $1,983.7 million, up 16.3%.
2026 guidance: GAAP diluted EPS of $2.90 to $3.20 and adjusted diluted EPS of $6.25 to $6.55, versus $6.98 adjusted EPS in 2025.
Strategic Divestitures restructuring plan carries total charges of $31 million to $37 million, with $15 million to $19 million of cash outlays expected in 2026, and substantial completion by mid-2028.
Fourth-quarter 2025 GAAP diluted loss per share from continuing operations was $0.08, compared with earnings of $0.77 in the fourth quarter of 2024.
Teleflex signed a separation agreement dated January 23, 2026 with former President and CEO Liam J. Kelly, who departed effective January 7, 2026. Kelly resigned from the board on January 23, 2026, and will stay on as an employee for transition services until March 31, 2026, receiving his base salary and benefits during that period. The filing shows the terms of his exit package, which are tied to his existing severance agreement and a release of claims.
Kelly departed as President and CEO effective end of day January 7, 2026, as previously reported in an 8-K filed January 8, 2026.
Kelly resigned from the Board effective January 23, 2026.
Kelly remains an employee through the Transition Period ending March 31, 2026, and is ineligible for new equity grants during that time.
Severance benefits follow his March 31, 2017 severance agreement, with outplacement paid in a lump sum, conditioned on a release of claims.
Teleflex said CEO Liam Kelly left his roles as President and CEO effective the end of January 7, 2026, and director Stuart Randle was named Interim President and CEO effective January 8, 2026. The company also lowered its preliminary full-year 2025 revenue expectation to $3.270 billion to $3.278 billion from $3.305 billion to $3.320 billion, citing softer demand and delayed orders.
Liam Kelly departed as President and CEO effective the end of January 7, 2026; Stephen Klasko was named independent Chair effective January 8, 2026.
Preliminary 2025 revenue is now expected at $3.270 billion to $3.278 billion, versus prior guidance of $3.305 billion to $3.320 billion.
The Board engaged Spencer Stuart to search for a permanent CEO; Randle receives a $140,000 monthly stipend and a $1.5 million restricted stock grant.
Full fourth quarter and 2025 results are expected in late February or early March 2026.
Teleflex agreed on December 9, 2025 to sell its OEM business to Lotus US Bidco Inc., an affiliate of Montagu and Kohlberg, for $1.5 billion in cash, and its acute care and interventional urology segments to Intersurgical Limited for $530 million in cash. The company also authorized a share repurchase program of up to $1 billion, which it primarily plans to fund with the sale proceeds, while also intending to pay down debt. Closings are expected in the second half of 2026, subject to regulatory approvals and other conditions.
OEM business sale to Lotus US Bidco Inc. for $1.5 billion in cash, with a $90 million termination fee payable by the buyer under certain circumstances
Acute care and interventional urology segments sold to Intersurgical Limited for $530 million in cash
Board authorized a share repurchase program of up to $1 billion; the company is not required to repurchase shares
Both transactions expected to close in the second half of 2026; outside date September 1, 2026, with extensions possible
Teleflex reported third-quarter 2025 GAAP revenue of $913.0 million, up 19.4%, and a GAAP diluted loss of $(9.24) per share, compared with earnings of $2.36 a year earlier. The loss reflects a $403.9 million non-cash goodwill impairment on its Interventional Urology North America unit, and the company lowered its full-year 2025 GAAP EPS and adjusted constant currency revenue growth outlooks, which matters because the charges and cut weigh directly on reported results.
Q3 GAAP revenue $913.0 million, up 19.4%; adjusted revenue $892.9 million, up 16.8%
Q3 adjusted diluted EPS $3.67 versus $3.49 a year earlier; GAAP diluted EPS $(9.24) versus $2.36
2025 GAAP diluted EPS outlook lowered to $(4.42) to $(4.22) from $6.73 to $7.13; adjusted EPS narrowed to $14.00 to $14.20
Adjusted constant currency revenue growth outlook lowered to 6.90% to 7.40% from 7.70% to 8.70%
Teleflex reported second-quarter 2025 GAAP revenue of $780.9 million, up 4.2% from a year earlier, and GAAP diluted EPS from continuing operations of $2.77, compared with $1.69. The company raised its full-year 2025 guidance, which it says includes the BIOTRONIK Vascular Intervention business acquired at the start of the third quarter. Management said underlying adjusted constant currency revenue guidance, excluding the acquisition, is unchanged.
Adjusted diluted EPS from continuing operations was $3.73, compared with $3.42 in the prior year period; adjusted constant currency revenue growth was 1.0%.
2025 GAAP diluted EPS from continuing operations guidance was raised to $6.73 to $7.13, from $6.51 to $6.91.
2025 adjusted diluted EPS guidance was raised to $13.90 to $14.30, from $13.20 to $13.60.
The acquired BIOTRONIK business is expected to generate $204 million of revenue in the second half of 2025.
On June 24, 2025, Teleflex and certain subsidiaries amended their Third Amended and Restated Credit Agreement to add $200 million of delayed draw term loan commitments, bringing the total to $700 million. The funds become available to draw on the date Teleflex completes its acquisition of the Vascular Intervention business segment of MS Holding II SE, subject to customary conditions. Other terms of the facility were described as substantially unchanged.
Amendment No. 2 dated June 24, 2025, with JPMorgan Chase Bank, N.A. as administrative agent
Additional delayed draw term loan commitments of $200 million, for a total of $700 million
Commitments are available to draw only on the closing date of the pending acquisition of the Vascular Intervention business segment of MS Holding II SE
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