SEC Form 10-Q filed by Teleflex Incorporated

5/1/25 11:49:55 AM ET

$TFX

Medical/Dental Instruments

Health Care

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 30, 2025


☐			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 E. Swedesford Rd., Suite 400 Wayne, PA 19087

(Address of principal executive offices and zip code)

(610) 225-6800

(Registrant’s telephone number, including area code)

(None)

(Former Name, Former Address and Former Fiscal Year,

If Changed Since Last Report)

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

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had 44,188,985 shares of common stock, par value $1.00 per share, outstanding as of April 29, 2025.

TELEFLEX INCORPORATED

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED MARCH 30, 2025

TABLE OF CONTENTS

Page

PART I — FINANCIAL INFORMATION

Item 1:

Financial Statements (Unaudited):

Condensed Consolidated Statements of Income

Condensed Consolidated Statements of Comprehensive Income

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Cash Flows

Condensed Consolidated Statements of Changes in Equity

Notes to Condensed Consolidated Financial Statements

Item 2:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3:

Quantitative and Qualitative Disclosures About Market Risk

Item 4:

Controls and Procedures

PART II — OTHER INFORMATION

Item 1:

Legal Proceedings

Item 1A:

Risk Factors

Item 2:

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3:

Defaults Upon Senior Securities

Item 4:

Mine Safety Disclosures

Item 5:

Other Information

Item 6:

Exhibits

SIGNATURES

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended
	March 30, 2025		March 31, 2024
	(Dollars and shares in thousands, except per share)
Net revenues	$	700,669	$	737,849
Cost of goods sold	311,230		321,715
Gross profit	389,439		416,134
Selling, general and administrative expenses	222,710		242,830
Research and development expenses	36,404		37,299
Pension settlement charge	—		138,139
Restructuring charges, separation costs and impairment charges	4,755		2,659

Income (loss) from continuing operations before interest and taxes	125,570		(4,793)
Interest expense	18,544		22,683
Interest income	(1,917)		(1,666)

Income (loss) from continuing operations before taxes	108,943		(25,810)
Taxes (benefit) on income from continuing operations	13,839		(41,551)
Income from continuing operations	95,104		15,741
Operating loss from discontinued operations	(133)		(587)
Tax benefit on operating loss from discontinued operations	(31)		(135)
Loss from discontinued operations	(102)		(452)
Net income	$	95,002	$	15,289
Earnings per share:
Basic:
Income from continuing operations	$	2.08	$	0.33
Loss from discontinued operations	—		(0.01)
Net income	$	2.08	$	0.32
Diluted:
Income from continuing operations	$	2.07	$	0.33
Loss from discontinued operations	—		(0.01)
Net income	$	2.07	$	0.32
Weighted average common shares outstanding
Basic	45,782		47,068
Diluted	45,926		47,394

The accompanying notes are an integral part of the condensed consolidated financial statements.

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended
	March 30, 2025		March 31, 2024
	(Dollars in thousands)
Net income	$	95,002	$	15,289
Other comprehensive income (loss), net of tax:
Foreign currency translation, net of tax of $6,673 and $(2,638) for the three month periods, respectively	26,289		(36,669)
Pension and other postretirement benefit plans adjustment, net of tax of $188 and $(60,831) for the three month periods, respectively	(603)		89,342
Derivatives qualifying as hedges, net of tax of $125 and $(118) for the three month periods, respectively	(2,096)		678
Other comprehensive income, net of tax:	23,590		53,351
Comprehensive income	$	118,592	$	68,640

The accompanying notes are an integral part of the condensed consolidated financial statements.

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	March 30, 2025		December 31, 2024
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	284,122	$	290,188
Accounts receivable, net	464,523		459,495
Inventories	643,972		600,133
Prepaid expenses and other current assets	141,604		117,851
Prepaid taxes	4,693		3,457

Total current assets	1,538,914		1,471,124
Property, plant and equipment, net	518,916		502,852
Operating lease assets	108,340		108,912
Goodwill	2,651,886		2,632,314
Intangible assets, net	2,226,144		2,268,714
Deferred tax assets	11,773		11,374
Other assets	107,317		102,624

Total assets	$	7,163,290	$	7,097,914
LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	100,000	$	100,000
Accounts payable	143,037		141,031
Accrued expenses	150,856		143,167

Payroll and benefit-related liabilities	108,900		151,263
Accrued interest	17,020		5,338
Income taxes payable	49,780		41,318
Other current liabilities	106,316		67,243

Total current liabilities	675,909		649,360
Long-term borrowings	1,807,321		1,555,871
Deferred tax liabilities	385,670		391,066
Pension and postretirement benefit liabilities	20,304		20,185
Noncurrent liability for uncertain tax positions	1,896		1,831

Noncurrent operating lease liabilities	97,661		99,154
Other liabilities	79,365		102,307
Total liabilities	3,068,126		2,819,774
Commitments and contingencies
Total shareholders' equity	4,095,164		4,278,140
Total liabilities and shareholders' equity	$	7,163,290	$	7,097,914

The accompanying notes are an integral part of the condensed consolidated financial statements.

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended
	March 30, 2025		March 31, 2024
	(Dollars in thousands)
Cash flows from operating activities of continuing operations:
Net income	$	95,002	$	15,289
Adjustments to reconcile net income to net cash provided by operating activities:
Loss from discontinued operations	102		452
Depreciation expense	19,409		15,928
Intangible asset amortization expense	47,922		50,116
Deferred financing costs and debt discount amortization expense	851		853
Pension settlement charge	—		138,139


Fair value step up of acquired inventory sold	—		1,722
Changes in contingent consideration	(1,795)		865
Stock-based compensation	7,826		7,129
Asset impairment charge	—		2,110
(Gain) loss on non-designated foreign currency forward contracts	(23,268)		—
Deferred income taxes, net	372		(58,282)

Interest benefit on swaps designated as net investment hedges	(4,239)		(3,720)
Other	(50)		(118)
Changes in assets and liabilities, net of effects of acquisitions and disposals:
Accounts receivable	(5,104)		(9,549)
Inventories	(29,489)		(11,720)
Prepaid expenses and other assets	(13,196)		7,352
Accounts payable, accrued expenses and other liabilities	(27,899)		(50,610)
Income taxes receivable and payable, net	6,896		6,888
Net cash provided by operating activities from continuing operations	73,340		112,844
Cash flows from investing activities of continuing operations:
Expenditures for property, plant and equipment	(30,011)		(38,432)

Payments for businesses and intangibles acquired, net of cash acquired	(90)		(70)

Insurance settlement proceeds	6,307		—
Net proceeds on swaps designated as net investment hedges	—		13,695

Purchase of investments	(5,000)		—
Net cash used in investing activities from continuing operations	(28,794)		(24,807)
Cash flows from financing activities of continuing operations:
Proceeds from new borrowings	300,000		—
Reduction in borrowings	(49,125)		(57,125)
Repurchase of common stock	(300,000)		—
Net proceeds from share based compensation plans and related tax impacts	7,348		1,750
Payments for contingent consideration	(56)		(72)
Dividends paid	(15,191)		(16,001)
Debt extinguishment, issuance and amendment fees	(2,500)		—
Net cash used in financing activities from continuing operations	(59,524)		(71,448)
Cash flows from discontinued operations:
Net cash used in operating activities	(246)		(1,863)
Net cash used in discontinued operations	(246)		(1,863)
Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents	5,052		(151)
Net (decrease) increase in cash, cash equivalents and restricted cash equivalents	(10,172)		14,575
Cash, cash equivalents and restricted cash equivalents at the beginning of the period	327,650		222,848
Cash, cash equivalents and restricted cash equivalents at the end of the period	$	317,478	$	237,423

The accompanying notes are an integral part of the condensed consolidated financial statements.

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)


	Common Stock			Additional Paid In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock			Total
	Shares	Dollars								Shares	Dollars
	(Dollars and shares in thousands, except per share)
Balance at December 31, 2024	48,096	$	48,096	$	781,184	$	4,115,870	$	(316,669)	1,822	$	(350,341)	$	4,278,140

Net income						95,002							95,002
Dividends ($0.34 per share)						(15,244)							(15,244)
Other comprehensive income								23,590					23,590
Shares issued under compensation plans	95	95		7,537						(31)	7,108		14,740
Repurchase of common stock				(60,000)						1,725	(242,400)		(302,400)
Deferred compensation				1,336						—	—		1,336
Balance at March 30, 2025	48,191	$	48,191	$	730,057	$	4,195,628	$	(293,079)	3,516	$	(585,633)	$	4,095,164


	Common Stock			Additional Paid In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock			Total
	Shares	Dollars								Shares	Dollars
	(Dollars and shares in thousands, except per share)
Balance at December 31, 2023	48,046	$	48,046	$	749,712	$	4,109,736	$	(314,405)	1,006	$	(152,101)	$	4,440,988

Net income						15,289							15,289
Cash dividends ($0.34 per share)						(16,001)							(16,001)
Other comprehensive income								53,351					53,351
Shares issued under compensation plans	35	35		6,166						(21)	2,244		8,445
Deferred compensation				347						(5)	791		1,138
Balance at March 31, 2024	48,081	$	48,081	$	756,225	$	4,109,024	$	(261,054)	980	$	(149,066)	$	4,503,210

The accompanying notes are an integral part of the condensed consolidated financial statements.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(all tabular amounts in thousands unless otherwise noted)

Note 1 — Basis of presentation

The accompanying unaudited condensed consolidated financial statements of Teleflex Incorporated and its subsidiaries (“we,” “us,” “our" and “Teleflex”) are prepared on the same basis as its annual consolidated financial statements.

In the opinion of management, the financial statements reflect all adjustments, which are of a normal recurring nature, necessary for the fair statement of the financial statements for interim periods in accordance with accounting principles generally accepted in the United States of America ("GAAP") and Rule 10-01 of Securities and Exchange Commission ("SEC") Regulation S-X, which sets forth the instructions for the form and content of presentation of financial statements included in Form 10-Q. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the periods reported are not necessarily indicative of those that may be expected for a full year.

In accordance with applicable accounting standards and as permitted by Rule 10-01 of Regulation S-X, the accompanying condensed consolidated financial statements do not include all of the information and footnote disclosures that are required to be included in our annual consolidated financial statements. Therefore, our quarterly condensed consolidated financial statements should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Supplemental balance sheet information

Cash, cash equivalents, and restricted cash equivalents consisted of the following at March 30, 2025 and December 31, 2024:


	March 30, 2025		December 31, 2024
Cash and cash equivalents	$	284,122	$	290,188
Restricted cash equivalents in other current assets (1)	14,700		14,700
Restricted cash equivalents in other assets (1)	18,656		22,762
Total cash, cash equivalents and restricted cash equivalents	$	317,478	$	327,650

(1) Restricted cash equivalents represent surplus plan assets resulting from the termination of the Teleflex Incorporated Retirement Income Plan (the "TRIP") that were transferred to a suspense account within the Teleflex 401(k) Savings Plan in 2024. These assets are restricted for future use in accordance with our election to use the surplus plan assets from the TRIP to fund future employer contributions to participants in the Teleflex 401(k) Savings Plan. The restricted cash equivalents are included within prepaid and other current assets and other assets on the Condensed Consolidated Balance Sheet. Amounts expected to be transferred from the suspense account to employees within one year are classified as other current assets.

Note 2 — Recently issued accounting standards

In December 2023, the FASB issued new guidance designed to improve income tax disclosure requirements, primarily through increased disaggregation disclosures within the effective tax rate reconciliation as well as enhanced disclosures on income taxes paid. The guidance is effective for all fiscal years beginning after December 15, 2024. The new standard can be adopted on a prospective basis with an option for it to be adopted retrospectively. We are currently evaluating this guidance to determine its impact on our consolidated financial statements.

In November 2024, the FASB issued new guidance designed to enhance disclosures regarding the nature of expenses included in the income statement. The guidance requires tabular disclosures that disaggregate information about prescribed expense categories within relevant income statement expense captions. The guidance is effective for all fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. The new standard can be adopted on a prospective basis with an option to be adopted retrospectively and early adoption is permitted. We are currently evaluating this guidance to determine its impact on our consolidated financial statements.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

From time to time, new accounting guidance is issued by the FASB or other standard setting bodies that is adopted by us as of the effective date or, in some cases where early adoption is permitted, in advance of the effective date. We have assessed the recently issued guidance that is not yet effective and, unless otherwise indicated above, believe the new guidance will not have a material impact on the consolidated results of operations, cash flows or financial position.

Note 3 — Net revenues

We primarily generate revenue from the sale of medical devices including single use disposable devices and, to a lesser extent, reusable devices, instruments and capital equipment. Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; this occurs upon the transfer of control of the products. Generally, transfer of control to the customer occurs at the point in time when our products are shipped from the manufacturing or distribution facility. For our Original Equipment and Development Services ("OEM") product category, included within our Americas segment, most revenue is recognized over time because OEM generates revenue from the sale of custom products that have no alternative use and we have an enforceable right to payment to the extent that performance has been completed. We market and sell products through our direct sales force and distributors to customers within the following end markets: (1) hospitals and healthcare providers; (2) other medical device manufacturers; and (3) home care providers, which constituted 89%, 9% and 2% of consolidated net revenues, respectively, for the three months ended March 30, 2025. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. With respect to the custom products sold in OEM, revenue is measured using the units produced output method. Payment is generally due 30 days from the date of invoice.

The following table disaggregates revenue by global product category for the three months ended March 30, 2025 and March 31, 2024.


	Three Months Ended
	March 30, 2025		March 31, 2024
Vascular access	$	182,367	$	181,354
Interventional	137,559		134,665
Anesthesia	86,594		96,352
Surgical	105,785		105,524
Interventional urology	70,967		79,742
OEM	63,884		87,697
Other (1)	53,513		52,515
Net revenues (2)	$	700,669	$	737,849

(1) Includes revenues generated from sales of our respiratory and urology products (other than interventional urology products).

(2) The product categories listed above are presented on a global basis, as each of our reportable segments are defined based on the geographic location of its operations.

Note 4 — Acquisition

Biotronik Acquisition

On February 24, 2025, we executed a definitive agreement to acquire substantially all of the Vascular Intervention business (the "VI Business") of BIOTRONIK SE & Co. KG. The acquisition will include a broad suite of coronary and peripheral medical devices, such as drug-coated balloons, stents, and balloon catheters, which will complement our interventional product portfolio. Under the terms of the agreement, we will acquire the VI Business for an initial cash payment of €760 million reduced by certain adjustments as provided in the agreement, including certain working capital not transferring and other customary adjustments. The acquisition is subject to customary closing conditions, including receipt of certain regulatory approvals, and is expected to be completed in the third quarter of 2025.

For the three months ended March 30, 2025, we incurred acquisition-related costs of $4.3 million, which were recognized in selling, general and administrative expenses in the Condensed Consolidated Statement of Income.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Note 5 — Restructuring charges, separation costs and impairment charges

We have ongoing restructuring initiatives consisting of the following:

•a plan initiated in 2024 aimed at optimizing operations, reducing costs and enhancing efficiencies across our business lines, including the relocation of select office administrative operations (the "2024 Restructuring plan"),

•a footprint realignment plan initiated in 2024 that includes the relocation of select manufacturing operations to existing lower-cost locations, the optimization of specific product portfolios through targeted rationalization efforts, the relocation of certain integral product development and manufacturing support functions, the optimization of certain supply chain activities and related workforce reductions (the "2024 Footprint realignment plan") and,

•a footprint realignment plan initiated in 2023 that involves the relocation of certain manufacturing operations to existing lower cost locations, the outsourcing of certain manufacturing processes and related workforce reductions (the “2023 Footprint realignment plan”).

The following tables provide a summary of our cost estimates and other information associated with these plans:

2024 Restructuring plan

2024 Footprint Realignment plan

2023 Footprint Realignment plan

Plan expense estimates:

(Dollars in millions)

Restructuring charges (1)

$6 million to $7 million

$16 million to $20 million

$4 million to $6 million

Restructuring related charges (2) (3) (4)

$3 million to $4 million

$21 million to $26 million

$7 million to $9 million

Total restructuring and restructuring related charges

$9 million to $11 million

$37 million to $46 million

$11 million to $15 million

Other plan estimates:

Expected cash outlays

$9 million to $11 million

$31 million to $38 million

$11 million to $15 million

Expected capital expenditures

$—

$15 million to $17 million

$2 million to $3 million

Other plan information:

Period initiated

November 2024

May 2024

September 2023

Estimated period of substantial completion

End of 2025

End of 2027

Aggregate restructuring charges

$6.3 million

$12.3 million

$3.1 million

Restructuring reserve:

Balance as of March 30, 2025

$3.5 million

$11.2 million

$2.8 million

Restructuring related charges incurred:

Three months ended March 30, 2025

$0.3 million

$3.8 million

$0.6 million

Aggregate restructuring related charges

$0.6 million

$10.4 million

$3.3 million

(1)Substantially all of the charges consist of employee termination benefit costs.

(2)2024 Restructuring plan restructuring related charges represent costs that are directly related to the program and consist primarily of retention bonuses offered to certain employees expected to remain with our company after completion of the program. Substantially all of the restructuring related charges are expected to be recognized within selling, general and administrative expenses.

(3)2024 Footprint realignment plan restructuring related charges represent costs that are directly related to the program and consist primarily of project management costs and costs to relocate manufacturing operations and support functions to the new locations. Substantially all of the restructuring related charges are expected to be recognized within cost of goods sold.

(4)2023 Footprint realignment plan restructuring related charges represent costs that are directly related to the program and principally constitute costs to transfer manufacturing operations to existing lower-cost locations and project management costs. Substantially all of these charges are expected to be recognized within cost of goods sold.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Restructuring charges, separation costs and impairment charges recognized for the three months ended March 30, 2025 and March 31, 2024 consisted of the following:


Three Months Ended March 30, 2025
	Termination Benefits		Other Costs (1)		Total
2024 Restructuring plan	$	120	$	51	$	171
2024 Footprint realignment plan	1,065		38		1,103
2023 Footprint realignment plan	243		2		245


Other restructuring programs (2)	—		9		9
Restructuring charges	1,428		100		1,528

Separation costs	—		3,227		3,227
Restructuring charges, separation costs and impairment charges	$	1,428	$	3,327	$	4,755


Three Months Ended March 31, 2024
	Termination Benefits		Other Costs (1)		Total
2023 Restructuring plan	$	155	$	47	$	202
2023 Footprint realignment plan	155		2		157


Other restructuring programs (3)	165		25		190
Restructuring charges	475		74		549


Asset impairment charges	—		2,110		2,110
Restructuring and impairment charges	$	475	$	2,184	$	2,659

(1) Other costs include facility closure, contract termination and other exit costs.

(2) Includes activity primarily related to our 2023 Restructuring plan and our Respiratory divestiture plan.

(3) Includes activity primarily related to our 2022 and 2021 Restructuring plans, which have concluded.

Impairment charge

For the three months ended March 31, 2024, we recorded an impairment charge of $2.1 million related to a portion of our operating lease assets stemming from our cessation of occupancy of a specific facility.

Recently Announced Strategic Actions and Separation Costs

On February 27, 2025, we announced our intention to create a new, independently traded public company comprising Urology (consisting of our Interventional Urology and Urology product categories), Acute Care (consisting of our Respiratory product category, the majority of our Anesthesia product category and certain products within our Interventional Access and Surgical product categories) and our OEM businesses. Our Vascular Access product category, most of our products within our Interventional Access and Surgical product categories and the VI Business that we expect to acquire will remain with Teleflex. The completion of any separation transaction and the achievement of tax-free status for U.S. tax purposes will be contingent upon various conditions and approvals, including approval of our Board of Directors, receipt of requisite regulatory clearances and compliance with applicable SEC requirements. There can be no guarantees that the proposed separation will be completed on the terms and within the timeframe we announced, or at all. During the three months ended March 30, 2025, we recognized separation costs of $3.2 million, primarily consisting of consulting, legal, tax and other professional advisory services associated with the strategic actions.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Note 6 — Inventories

Inventories as of March 30, 2025 and December 31, 2024 consisted of the following:


	March 30, 2025		December 31, 2024
Raw materials	$	170,343	$	155,201
Work-in-process	141,128		115,814
Finished goods	332,501		329,118
Inventories	$	643,972	$	600,133

Note 7 — Goodwill and other intangible assets

The following table provides information relating to changes in the carrying amount of goodwill by reportable operating segment for the three months ended March 30, 2025:


	Americas		EMEA		Asia		Total
December 31, 2024	$	1,932,769	$	465,489	$	234,056	$	2,632,314




Currency translation adjustment	419		15,838		3,315		19,572
March 30, 2025	$	1,933,188	$	481,327	$	237,371	$	2,651,886

Our Interventional Urology North America reporting unit is at risk for future goodwill impairment charges, which could be material, if there is a deterioration in general economic, market or business conditions or significant unfavorable changes in our forecasted current or long-term revenue growth rates, operating margins and/or discount rate.

The gross carrying amount of, and accumulated amortization relating to, intangible assets as of March 30, 2025 and December 31, 2024 were as follows:


	Gross Carrying Amount				Accumulated Amortization
	March 30, 2025		December 31, 2024		March 30, 2025		December 31, 2024
Customer relationships	$	1,357,702	$	1,354,087	$	(638,736)	$	(620,619)
In-process research and development	23,666		23,666		—		—
Intellectual property	1,873,419		1,870,407		(892,306)		(863,066)
Distribution rights	23,207		23,004		(22,921)		(22,524)
Trade names	605,210		603,202		(103,097)		(99,443)
Non-compete agreements	21,904		21,894		(21,904)		(21,894)
	$	3,905,108	$	3,896,260	$	(1,678,964)	$	(1,627,546)

We test the recoverability of long-lived assets whenever events or circumstances indicate the carrying value of an asset may not be recoverable. As of March 30, 2025, we identified indicators of a potential impairment related to the long-lived assets associated with our Titan SGS asset group, which primarily consists of intangible assets. The indicators of a potential impairment primarily arose from lower than expected sales of our Titan SGS product line and anticipated continuing reduced demand for bariatric surgery procedures in future periods driven by the growing adoption of GLP-1 products. We performed a recoverability test, utilizing an updated long-term forecast reflecting higher uncertainty of revenue growth in future periods compared to previous estimates. We concluded that the undiscounted cash flows of the Titan SGS product line exceeded the carrying value of the related assets by approximately 10% and no impairment was recognized. If actual future revenues are lower than forecasted, it may result in future impairment charges, which could be material. The carrying value of the intangible assets as of March 30, 2025 was $130.0 million.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Note 8 — Borrowings

Our borrowings at March 30, 2025 and December 31, 2024 were as follows:


	March 30, 2025		December 31, 2024
Senior Credit Facility:
Revolving credit facility, at a rate of 5.67% at March 30, 2025, due 2027	$	370,125	$	113,000
Term loan facility, at a rate of 5.67% at March 30, 2025, due 2027	468,750		475,000


4.625% Senior Notes due 2027	500,000		500,000
4.250% Senior Notes due 2028	500,000		500,000
Securitization program, at a rate of 5.17% at March 30, 2025	75,000		75,000
	1,913,875		1,663,000
Less: Unamortized debt issuance costs	(6,554)		(7,129)
	1,907,321		1,655,871
Current portion of borrowings	(100,000)		(100,000)

Long-term borrowings	$	1,807,321	$	1,555,871

Concurrent with the execution of the agreement to acquire the VI Business described in Note 4, we entered into an amendment to our Third Amended and Restated Credit Agreement (the “Credit Agreement”), which, among other things, (a) provides for a delayed draw term loan facility in an aggregate principal amount of $500 million, which will be available to be drawn on the date on which we consummate the VI Business acquisition and (b) permits us to borrow up to $550 million under the revolving facility provided for under the Credit Agreement on a limited condition basis on the date on which the VI Business acquisition is consummated. Borrowings under the delayed draw term loan will bear interest at a rate per annum equal to the applicable margin plus, at our option, either (1) the highest of (i) the “Prime Rate” in the U.S. last quoted by The Wall Street Journal, (ii) 0.50% above the greater of the federal funds rate and the rate comprised of both overnight federal funds and overnight euro transactions denominated in U.S. dollars and (iii) 1.00% above the Term SOFR Rate for a one month interest period, plus an applicable margin ranging from 0.125% to 1.00%, in each case subject to adjustments based on our total net leverage ratio or (2) a Term Secured Overnight Financing Rate (“SOFR”) rate (which includes a credit spread adjustment of 10 basis points). The applicable margin for borrowings under the delayed draw term loan range from 1.125% to 2.00% for SOFR borrowings and from 0.125% to 1.00% for base-rate borrowings, in each case, depending on, at our election, either (x) our public corporate family rating or (y) our consolidated total net leverage ratio, in each case, based on the most recently ended fiscal quarter. The obligations under the delayed draw term loan will be guaranteed and secured on the same basis as the facilities provided for under the Credit Agreement. The delayed draw term loan will not amortize and will mature on the earlier of (x) the date that is two years after the date on which such loans are funded and (y) the maturity date for the revolving facility provided for under the Credit Agreement. As of March 30, 2025, we have made no borrowings under the delayed draw term loan facility.

We capitalized $2.5 million related to transaction fees, including underwriters' discounts and commissions incurred in connection with the delayed draw term loan facility.

Note 9 — Financial instruments

Foreign currency forward contracts

We use derivative instruments for risk management purposes. Foreign currency forward contracts designated as cash flow hedges are used to manage foreign currency transaction exposure. Foreign currency forward contracts not designated as hedges for accounting purposes are used to manage exposure related to near term foreign currency denominated monetary assets and liabilities. We typically enter into the non-designated foreign currency forward contracts for periods consistent with our currency translation exposures, which generally approximate one month. In February 2025, we also entered into non-designated foreign currency forward contracts concurrent with the execution of the agreement to acquire the VI Business, as described in Note 4, to economically hedge against the foreign currency exposure associated with the cash consideration required to complete the acquisition. For the three months ended March 30, 2025 and March 31, 2024, we recognized gains of $22.6 million and $3.6 million,

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

respectively, from non-designated foreign currency forward contracts within selling, general and administrative expenses.

The total notional amount for all open foreign currency forward contracts designated as cash flow hedges as of March 30, 2025 and December 31, 2024 was $312.5 million and $270.9 million, respectively. The total notional amount for all open non-designated foreign currency forward contracts as of March 30, 2025 and December 31, 2024 was $910.7 million and $168.6 million, respectively. All open foreign currency forward contracts as of March 30, 2025 have durations of 12 months or less.

Cross-currency interest rate swaps

On April 25, 2024, we executed two separate term cross-currency swap agreements set to expire on February 26, 2027 and February 28, 2029, respectively, to hedge against the effect of variability in the U.S. dollar to euro exchange rate (the "2024 Cross-currency swap agreements"). Each of the swap agreements had a notional principal amount of $250 million and were designated as a net investment hedge. The cross-currency swap agreements expiring in 2027 include five different financial institution counterparties and notionally exchanged $250 million at an annual interest rate of 4.25% for €233.4 million at an annual interest rate of 2.44%. The cross-currency swap agreements expiring in 2029 include four different financial institution counterparties and notionally exchanged $250 million at an annual interest rate of 4.25% for €233.4 million at an annual interest rate of 2.45%. Both of the 2024 Cross-currency swap agreements are designated as a net investment hedge.

During 2023, we executed cross-currency swap agreements with six different financial institution counterparties to hedge against the effect of variability in the U.S. dollar to euro exchange rate, (the "2023 Cross-currency swaps"). Under the terms of the cross-currency swap agreements, we have notionally exchanged $500 million at an annual interest rate of 4.63% for €474.7 million at an annual interest rate of 3.05%. The swap agreements are designated as net investment hedges and expire on October 4, 2025.

Shortly after the execution of the 2023 Cross-currency swaps, we entered into a zero cost foreign exchange collar contract that aligns with the notional amount and expiration date of the 2023 Cross-currency swaps. We sold a put option with a lower strike price and bought a call option with a higher strike price to manage the foreign exchange risk related to the final settlement of the $500 million notional cross currency swaps. Upon the execution of the zero cost foreign exchange collar contract, we have de-designated the 2023 Cross-currency swaps and re-designated the combined $500 million notional cross currency swaps and zero cost collar into a new hedging instrument. At redesignation, the existing $500 million notional cross-currency swaps were off-market due to changes in foreign exchange rates and interest rates. The off-market value due to interest rates will be amortized ratably into earnings through October 2025 and the off-market value due to foreign exchange rates will remain in accumulated other comprehensive income until the underlying net investment is sold. The combined cross-currency swaps and zero cost collar have been designated as a net investment hedge for accounting purposes.

The swap agreements described above require an exchange of the notional amounts upon expiration or earlier termination of the agreements. We and the counterparties have agreed to effect the exchange through a net settlement.

The cross-currency swaps are marked to market at each reporting date and any changes in fair value are recognized as a component of accumulated other comprehensive income (loss) ("AOCI"). The following table summarizes the foreign exchange gains and losses recognized within AOCI and the interest benefit recognized within interest expense related to cross currency swap for the three months ended March 30, 2025 and March 31, 2024:


	Three Months Ended
	March 30, 2025		March 31, 2024
Foreign exchange (loss) gain	$	(22,499)	$	8,893
Interest benefit	4,239		3,720

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Balance sheet presentation

The following table presents the locations in the condensed consolidated balance sheet and fair value of derivative financial instruments as of March 30, 2025 and December 31, 2024:


	March 30, 2025		December 31, 2024
	Fair Value
Asset derivatives:
Designated foreign currency forward contracts	$	2,860	$	5,780
Non-designated foreign currency forward contracts	22,898		254
Cross-currency interest rate swaps	9,291		15,972
Prepaid expenses and other current assets	35,049		22,006
Cross-currency interest rate swaps	776		5,409
Other assets	776		5,409
Total asset derivatives	$	35,825	$	27,415
Liability derivatives:
Designated foreign currency forward contracts	$	5,042	$	3,078
Non-designated foreign currency forward contracts	306		931
Cross-currency interest rate swaps	14,792		9,575
Other current liabilities	20,140		13,584
Cross-currency interest rate swaps	8,403		—
Other liabilities	8,403		—
Total liability derivatives	$	28,543	$	13,584

See Note 11 for information on the location and amount of gains and losses attributable to derivatives that were reclassified from AOCI to expense (income), net of tax. There was no ineffectiveness related to our cash flow hedges during the three months ended March 30, 2025 and March 31, 2024.

Trade receivables

The allowance for credit losses as of March 30, 2025 and December 31, 2024 was $8.2 million and $10.0 million, respectively. The current portion of the allowance for credit losses, which was $4.0 million and $6.1 million as of March 30, 2025 and December 31, 2024, respectively, was recognized as a reduction of accounts receivable, net.

Note 10 — Fair value measurement

The following tables provide information regarding our financial assets and liabilities measured at fair value on a recurring basis as of March 30, 2025 and December 31, 2024:


	Total carrying value at March 30, 2025		Quoted prices in active markets (Level 1)		Significant other observable Inputs (Level 2)		Significant unobservable Inputs (Level 3)
Investments in marketable securities	$	36,379	$	36,379	$	—	$	—
Derivative assets	35,825		—		35,825		—
Derivative liabilities	28,543		—		28,543		—
Contingent consideration liabilities	47,426		—		—		47,426

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


	Total carrying value at December 31, 2024		Quoted prices in active markets (Level 1)		Significant other observable Inputs (Level 2)		Significant unobservable Inputs (Level 3)
Investments in marketable securities	$	39,559	$	39,559	$	—	$	—
Derivative assets	27,415		—		27,415		—
Derivative liabilities	13,584		—		13,584		—
Contingent consideration liabilities	49,277		—		—		49,277

Valuation Techniques

Our financial assets valued based upon Level 1 inputs are comprised of investments in marketable securities, including money market funds. The investment assets are valued using quoted market prices.

Our financial assets and liabilities valued based upon Level 2 inputs are comprised of foreign currency forward contracts and cross-currency interest rate swap agreements. We use foreign currency forward contracts and cross-currency interest rate swap agreements to manage foreign currency transaction exposure as well as exposure to foreign currency denominated monetary assets and liabilities. We measure the fair value of the foreign currency forwards and cross-currency swap agreements by calculating the amount required to enter into offsetting contracts with similar remaining maturities, based on quoted market prices, and taking into account the creditworthiness of the counterparties.

Our financial liabilities valued based upon Level 3 inputs are comprised of contingent consideration arrangements pertaining to our acquisitions. Our primary non-recurring fair value estimates, which utilize Level 3 inputs, typically include the following: business acquisitions (Note 4); goodwill impairment testing (Note 7); and asset impairments (Note 5).

Contingent consideration

Contingent consideration liabilities, which primarily consist of payment obligations that are contingent upon the achievement of revenue-based goals, but also can be based on other milestones such as regulatory approvals, are remeasured to fair value each reporting period using assumptions including revenue growth rates (based on internal operational budgets and long-range strategic plans), revenue volatility, discount rates, probability of payment and projected payment dates.

We determine the fair value of certain contingent consideration liabilities using a Monte Carlo simulation (which involves a simulation of future revenues during the earn-out period using management's best estimates) or discounted cash flow analysis. Increases in projected revenues, estimated cash flows and probabilities of payment may result in significantly higher fair value measurements; decreases in these items may have the opposite effect. Increases in the discount rates in periods prior to payment may result in significantly lower fair value measurements and decreases in the discount rates may have the opposite effect.

The table below provides additional information regarding the valuation technique and inputs used in determining the fair value of our significant contingent consideration liabilities.

Contingent Consideration Liability

Valuation Technique

Unobservable Input

Revenue-based

Monte Carlo simulation

Revenue volatility

18.9%

Risk free rate

Cost of debt structure

Projected year of payment

Prior to the end of 2026

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

The following table provides information regarding changes in our contingent consideration liabilities for the three months ended March 30, 2025:



	Contingent consideration
Balance – December 31, 2024	$	49,277
Payments	(56)
Revaluations	(1,795)

Balance – March 30, 2025	$	47,426

Note 11 — Shareholders' equity

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed in the same manner except that the weighted average number of shares is increased to include dilutive securities. The following table provides a reconciliation of basic to diluted weighted average number of common shares outstanding:


	Three Months Ended
	March 30, 2025	March 31, 2024
Basic	45,782	47,068
Dilutive effect of share-based awards	144	326

Diluted	45,926	47,394

The weighted average number of shares that were antidilutive and therefore excluded from the calculation of earnings per share were 1.1 million for the three months ended March 30, 2025 and 0.8 million for the three months ended March 31, 2024.

On July 30, 2024, the Board of Directors authorized a share repurchase program for up to $500 million of our common stock. On February 28, 2025, we entered into an accelerated share repurchase agreement for $300 million of our common stock, representing the remainder of the share repurchase program approved by the Board of Directors in 2024. Under this agreement, 1,725,253 shares of common stock, representing 80% of the $300 million aggregate, were delivered and included in treasury stock during the three months ended March 30, 2025. The initial shares received were calculated based on a price per share of $139.11, which was the closing share price of our common stock on February 27, 2025. Final settlement under the agreement occurred on April 9, 2025, at which time we received 493,150 additional shares of common stock. The total shares received were calculated based on a price per share of $135.23, which was based on volume-weighted average prices of our common stock during the accelerated share repurchase period less a discount.

The following tables provide information relating to the changes in accumulated other comprehensive loss, net of tax, for the three months ended March 30, 2025 and March 31, 2024:


	Cash Flow Hedges		Pension and Other Postretirement Benefit Plans		Foreign Currency Translation Adjustment		Accumulated Other Comprehensive (Loss) Income
Balance as of December 31, 2024	$	1,839	$	1,838	$	(320,346)	$	(316,669)
Other comprehensive (loss) income before reclassifications	(3,800)		(923)		26,289		21,566
Amounts reclassified from accumulated other comprehensive income	1,704		320		—		2,024
Net current-period other comprehensive (loss) income	(2,096)		(603)		26,289		23,590

Balance as of March 30, 2025	$	(257)	$	1,235	$	(294,057)	$	(293,079)

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


	Cash Flow Hedges		Pension and Other Postretirement Benefit Plans		Foreign Currency Translation Adjustment		Accumulated Other Comprehensive (Loss) Income
Balance as of December 31, 2023	$	1,396	$	(88,049)	$	(227,752)	$	(314,405)
Other comprehensive income (loss) before reclassifications	2,457		8,726		(36,669)		(25,486)
Amounts reclassified from accumulated other comprehensive (loss) income	(1,779)		80,616		—		78,837
Net current-period other comprehensive income	678		89,342		(36,669)		53,351

Balance as of March 31, 2024	$	2,074	$	1,293	$	(264,421)	$	(261,054)

The following table provides information relating to the location in the statements of operations and amount of reclassifications of losses/(gains) in accumulated other comprehensive (loss)/income into (income)/expense, net of tax, for the three months ended March 30, 2025 and March 31, 2024:


	Three Months Ended
	March 30, 2025		March 31, 2024
(Gains) Loss on foreign exchange contracts:
Cost of goods sold	$	1,588	$	(1,762)
Total before tax	1,588		(1,762)
Taxes	116		(17)
Net of tax	1,704		(1,779)
Pension and other postretirement benefit items (1):
Actuarial (gains) losses	24		1,201
Prior-service costs	385		(492)
Settlements	—		138,139
Total before tax	409		138,848
Tax benefit	(89)		(58,232)
Net of tax	320		80,616
Total reclassifications, net of tax	$	2,024	$	78,837

(1) These accumulated other comprehensive (loss) income components are included in the computation of net benefit expense for pension and other postretirement benefit plans.

Note 12 — Taxes on income from continuing operations

Three Months Ended

March 30, 2025

March 31, 2024

Effective income tax rate (1)

12.7%

161.0%

(1) The effective income tax rate for the three months ended March 30, 2025 represents an income tax expense. The effective income tax rate for the three months ended March 31, 2024 represents an income tax benefit.

The effective income tax rates for the three months ended March 30, 2025 and March 31, 2024 were 12.7% and 161.0%, respectively. The effective income tax rates for both periods reflect a tax benefit from research and development tax credits. Additionally, the effective income tax rate for the three months ended March 30, 2025 reflects a non-taxable favorable adjustment incurred in relation to foreign currency exchange rates, largely stemming from non-designated foreign currency forward contracts designed to hedge against the cash consideration for the VI Business acquisition. The effective income tax rate for the three months ended March 31, 2024 reflects a tax benefit associated with a pension charge recognized in connection with the termination of the TRIP defined benefit plan.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Note 13 — Commitments and contingent liabilities

Environmental: We are subject to contingencies as a result of environmental laws and regulations that in the future may require us to take further action to correct the effects on the environment of prior disposal practices or releases of chemical or petroleum substances by us or other parties. Much of this liability results from the U.S. Comprehensive Environmental Response, Compensation and Liability Act, often referred to as Superfund, the U.S. Resource Conservation and Recovery Act and similar state laws. These laws require us to undertake certain investigative and remedial activities at sites where we conduct or once conducted operations or at sites where Company-generated waste was disposed.

Remediation activities vary substantially in duration and cost from site to site. The nature of these activities, and their associated costs, depend on the mix of unique site characteristics, evolving remediation technologies, the regulatory agencies involved and their enforcement policies, as well as the presence or absence of other potentially responsible parties. At March 30, 2025, we have recorded $0.5 million and $3.3 million in accrued liabilities and other liabilities, respectively, relating to these matters. Considerable uncertainty exists with respect to these liabilities and, if adverse changes in circumstances occur, the potential liability may exceed the amount accrued as of March 30, 2025. The time frame over which the accrued amounts may be paid out, based on past history, is estimated to be 10-15 years.

Legal matters: We are a party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims include actions involving product liability and product warranty, intellectual property, commercial disputes, acquisition and divestiture related matters, contracts, employment, environmental and other matters. As of March 30, 2025, we have recorded accrued liabilities of $0.8 million in connection with such contingencies, representing our best estimate of the cost within the range of estimated possible losses that will be incurred to resolve these matters. Amounts accrued for legal contingencies are often determined based on a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions, including as to the timing of related payments. The ability to make such estimates and judgments can be affected by various factors including whether, among other things, damages sought in the proceedings are unsubstantiated or indeterminate; scientific and legal discovery has commenced or is complete; proceedings are in early stages; matters present legal uncertainties; there are significant facts in dispute, or procedural or jurisdictional issues; there is uncertainty or unpredictability regarding the number of potential claims; there is the potential to achieve comprehensive multi-party settlements; there is complexity regarding related cross-claims and counterclaims; and/or there are numerous parties involved. To the extent adverse awards, judgments or verdicts have been rendered against us, we do not record an accrual until a loss is determined to be probable and can be reasonably estimated.

While the results of such litigation or claims cannot be predicted with certainty, based on information currently available, advice of counsel, established reserves and other resources, we do not believe that the outcome of any outstanding litigation and claims is likely to be, individually or in the aggregate, material to our business, financial condition, results of operations or liquidity. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to our business, financial condition, results of operations or liquidity. Legal costs such as outside counsel fees and expenses are charged to selling, general and administrative expenses in the period incurred.

Other: In 2015, the Italian parliament enacted legislation that, among other things, imposed a “payback” measure on medical device companies that supply goods and services to the Italian National Healthcare System. Under the measure, companies are required to make payments to the Italian government if medical device expenditures in a given year exceed regional expenditure ceilings established for that year. The payment amounts are calculated based on the amount by which the regional ceilings for the given year were exceeded. In response to decrees issued by the Italian Ministry of Health, the various Italian regions issued invoices to medical device companies, including Teleflex, under the payback measure in the fourth quarter of 2022 seeking payment with respect to excess expenditures for the years 2015 through 2018. Following the issuance of the invoices, we and numerous other medical device companies filed appeals with the Italian administrative courts challenging the enforceability of the payback measure, primarily on the basis that the law was unconstitutional. The Italian administrative courts referred the question regarding the constitutionality of the law to the Italian Constitutional Court, which in July 2024, issued a ruling upholding the law as constitutional. As of March 30, 2025, our reserve related to this matter was $38.7 million, of which $2.1 million was recorded as a reduction of revenue during the

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

three months ended March 30, 2025. Following the ruling of the Italian Constitutional Court, the appeal before the Italian administrative court will proceed with respect to the remaining legal arguments asserted by the appellants with regard to the enforceability of the payback law.

As part of our acquisition of Palette Life Sciences AB ("Palette") in 2023, we identified certain foreign tax liabilities that had not been properly recognized and paid by Palette prior to our acquisition. As part of our acquisition accounting, we have established a liability of $3.5 million, representing our best estimate of the outstanding tax liabilities including interest as of March 30, 2025. In February 2024, we requested the relevant foreign tax authority to re-assess Palette’s previously filed tax returns for the related periods. In April 2025, we received a notice from the tax authority indicating our request may be subject to challenge. We intend to defend the position stated in our reassessment request vigorously should the tax authority ultimately disagree with the basis for our request and decide to challenge our request. If we are unsuccessful in defending our position, we may be required to pay an amount in excess of our current established liability, which could be material.

Tax audits and examinations: We are routinely subject to tax examinations by various tax authorities. As of March 30, 2025, the most significant tax examinations in process were in Germany and the United States. We may establish reserves with respect to our uncertain tax positions, after we adjust the reserves to address developments with respect to our uncertain tax positions, including developments in these tax examinations. Accordingly, developments in tax audits and examinations, including resolution of uncertain tax positions, could result in increases or decreases to our recorded tax liabilities, which could impact our financial results.

Note 14 — Segment information

An operating segment is a component (a) that engages in business activities from which it may earn revenues and incur expenses, (b) whose operating results are regularly reviewed by the chief operating decision maker (in our case, our President and Chief Executive Officer) to make decisions about resources to be allocated to the segment and to assess its performance, and (c) for which discrete financial information is available. The chief operating decision maker utilizes segment operating profit to evaluate operating expenses through a comparison of budget to actual results as well as an analysis of operating expenses as a percentage of revenue. We do not evaluate our operating segments using discrete asset information.

We have three reportable segments: Americas, EMEA (Europe, the Middle East and Africa) and Asia (Asia Pacific). Our reportable segments primarily design, manufacture and distribute medical devices primarily used in critical care and surgical applications and generally serve two end-markets: hospitals and healthcare providers, and home health. The products of these segments are most widely used in the acute care setting for a range of diagnostic and therapeutic procedures and in general and specialty surgical applications. The Americas also includes our OEM product portfolio that designs, manufactures and supplies devices and instruments for other medical device manufacturers.

The following tables present our segment results for the three months ended March 30, 2025 and March 31, 2024:


	Three Months Ended March 30, 2025
	Americas		EMEA		Asia		Segment Total

Net revenues	$	475,724	$	151,159	$	73,786	$	700,669
Cost of goods sold	190,431		69,653		27,693		287,777
Research and development expenses	20,939		8,555		4,366		33,860
Selling, general and administrative expenses	106,569		39,678		22,785		169,032
Segment operating profit (1)	$	157,785	$	33,273	$	18,942	$	210,000

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


	Three Months Ended March 31, 2024
	Americas		EMEA		Asia		Segment Total

Net revenues	$	493,983	$	159,656	$	84,210	$	737,849
Cost of goods sold	200,738		74,614		30,115		305,467
Research and development expenses	20,978		11,009		4,461		36,448
Selling, general and administrative expenses	111,583		38,382		23,549		173,514
Segment operating profit (1)	$	160,684	$	35,651	$	26,085	$	222,420

(1)Segment operating profit represents income from continuing operations before interest, loss on extinguishment of debt and taxes adjusted to exclude unallocated corporate expenses manufacturing variances other than fixed manufacturing cost absorption variances, restructuring and impairment charges. See reconciliation of segment operating profit measures for further details.


	Three Months Ended
	March 30, 2025		March 31, 2024
Reconciliation of segment operating profit measure
Segment operating profit	$	210,000	$	222,420
Other unallocated expenses (1)	79,675		86,415

Restructuring charges, separation costs and impairment charges	4,755		2,659

Pension settlement charge	—		138,139
Income (loss) from continuing operations before interest and taxes	$	125,570	$	(4,793)

(1) Other unallocated expenses include expenses within costs of goods sold, research and development and selling, general and administrative costs and primarily consist of manufacturing variances other than fixed manufacturing cost absorption variances and unallocated corporate function expenses.


	Three Months Ended
Depreciation and amortization	March 30, 2025		March 31, 2024

Americas	$	46,661	$	47,155
EMEA	12,177		11,520
Asia	3,808		2,682
Corporate (1)	4,685		4,687
Consolidated depreciation and amortization	$	67,331	$	66,044

(1)Reflects depreciation and amortization included within other allocated expenses per reconciliation of segment operating profit measure.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Teleflex Incorporated (“we,” “us,” “our" and “Teleflex”) is a global provider of medical technology products focused on enhancing clinical benefits, improving patient and provider safety and reducing total procedural costs. We primarily design, develop, manufacture and supply 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 worldwide through a combination of our direct sales force and distributors. Because our products are used in numerous markets and for a variety of procedures, we are not dependent upon any one end-market or procedure. We are focused on achieving consistent, sustainable and profitable growth by increasing our market share and improving our operating efficiencies.

We evaluate our portfolio of products and businesses on an ongoing basis to ensure alignment with our overall objectives. Based on our evaluation, we may identify opportunities to divest businesses and product lines that do not meet our objectives. In addition, we may seek to optimize utilization of our facilities through restructuring initiatives designed to further improve our cost structure and enhance our competitive position. We also may continue to explore opportunities to expand the size of our business and improve operating margins through a combination of acquisitions and distributor to direct sales conversions, which generally involve our elimination of a distributor from the sales channel, either by acquiring the distributor or terminating the distributor relationship (in some instances, particularly in Asia, the conversions involve our acquisition or termination of a master distributor and the continued sale of our products through sub-distributors or through new distributors). Distributor to direct sales conversions are designed to facilitate improved product pricing and more direct access to the end users of our products within the sales channel.

Acquisition of BIOTRONIK Vascular Intervention business

On February 24, 2025, we executed a definitive agreement to acquire substantially all of the Vascular Intervention business (the “VI Business”) of BIOTRONIK SE & Co. KG. The acquisition will include a broad suite of coronary and peripheral medical devices, such as drug-coated balloons, stents, and balloon catheters, which will complement our interventional product portfolio. Under the terms of the agreement, we will acquire the VI Business for an initial cash payment of €760 million reduced by certain adjustments as provided in the purchase agreement including certain working capital not transferring and other customary adjustments. The acquisition is subject to customary closing conditions, including receipt of certain regulatory approvals, and is expected to be completed in the third quarter of 2025.

Concurrent with the execution of the agreement to acquire the VI Business, we entered into an amendment to our Third Amended and Restated Credit Agreement (the “Credit Agreement”), which, among other things, (a) provides for a delayed draw term loan facility in an aggregate principal amount of $500 million, which will be available to be drawn on the date on which we consummate the VI Business acquisition and (b) permits us to borrow up to $550 million under the revolving facility provided for under the Credit Agreement on a limited condition basis on the date on which the VI Business acquisition is consummated. Borrowings under the delayed draw term loan will bear interest at a rate per annum equal to the applicable margin plus, at our option, either (1) the highest of (i) the “Prime Rate” in the U.S. last quoted by The Wall Street Journal, (ii) 0.50% above the greater of the federal funds rate and the rate comprised of both overnight federal funds and overnight euro transactions denominated in U.S. dollars and (iii) 1.00% above the Term SOFR Rate for a one month interest period, plus an applicable margin ranging from 0.125% to 1.00%, in each case subject to adjustments based on our total net leverage ratio or (2) a Term Secured Overnight Financing Rate (“SOFR”) rate (which includes a credit spread adjustment of 10 basis points). The applicable margin for borrowings under the delayed draw term loan range from 1.125% to 2.00% for SOFR borrowings and from 0.125% to 1.00% for base-rate borrowings, in each case, depending on, at our election, either (x) our public corporate family rating or (y) our consolidated total net leverage ratio, in each case, based on the most recently ended fiscal quarter. The obligations under the delayed draw term loan will be guaranteed and secured on the same basis as the facilities provided for under the Credit Agreement. The delayed draw term loan will not amortize and will mature on the earlier of (x) the date that is two years after the date on which such loans are funded and (y) the maturity date for the revolving facility provided for under the Credit Agreement.

In addition to amending our Credit Agreement, we also entered into foreign exchange derivative contracts with an aggregate notional value of €700 million to economically hedge against the foreign currency exposure associated with the cash consideration needed to complete the VI Business acquisition.

We anticipate using the new delayed draw term loan along with revolving credit borrowings under the Credit Agreement and cash on hand to finance the VI Business acquisition. For additional information regarding the acquisition of the VI Business, refer to Note 4 within the condensed consolidated financial statements included in this report.

Recently Announced Strategic Actions

On February 27, 2025, we announced our intention to create a new, independently traded public company comprising Urology (consisting of our Interventional Urology and Urology product categories), Acute Care (consisting of our Respiratory product category, the majority of our Anesthesia product category and certain products within our Interventional Access and Surgical product categories) and our OEM businesses. Our Vascular Access product category, most of our products within our Interventional Access and Surgical product categories and the VI Business that we expect to acquire will remain with Teleflex. We intend to target the completion of the transaction in the middle of 2026 via a distribution of newly issued shares of the new company to shareholders that is tax-free for U.S. tax purposes. There can be no guarantees that the proposed separation will be completed on the terms and within the timeframe we announced, or at all.

Impairment considerations

Tariffs

Our global operations are subject to risks associated with international trade policies, and we continue to closely monitor developments in trade relations and policy, including proposed and enacted tariffs. While tariffs have not had a significant impact on our costs during the first quarter of 2025, the tariffs announced in April 2025 could have a material impact on our business. Due to recently enacted U.S. tariffs and accompanying retaliatory measures, we may experience a material negative impact on our gross margins and cash flows in future periods. This impact would be primarily driven by higher import costs linked to our operations in China, as well as to products manufactured in Mexico that are not currently compliant with the United States-Mexico-Canada Agreement (USMCA). We are currently evaluating options to mitigate our exposure through supply chain optimization strategies, including modifications to chain of custody protocols and increasing the proportion of products compliant with the USMCA in our portfolio, in addition to customer pricing. The ultimate impact of changes to tariffs and trade policies on our results from operations and cash flows will depend on several factors, including the timing, scale, scope, and nature of any tariffs or policies that are implemented, and any associated retaliatory measures.

Results of Operations

As used in this discussion, "new products" are products for which commercial sales have commenced within the past 36 months, and “existing products” are products for which commercial sales commenced more than 36 months ago. Discussion of results of operations items that reference the effect of one or more acquired and/or divested businesses or assets (except as noted below with respect to acquired distributors) generally reflects the impact of the acquisitions and/or divestitures within the first 12 months following the date of the acquisition and/or divestiture. In addition to increases and decreases in the per unit selling prices of our products to our customers, our discussion of the impact of product price increases and decreases also reflects the impact on the pricing of our products resulting from the elimination of the distributor, either through acquisition or termination of the distributor, from the sales channel. All of the dollar amounts in the tables are presented in millions unless otherwise noted.

Certain financial information is presented on a rounded basis, which may cause minor differences.

Net revenues


	Three Months Ended
	March 30, 2025		March 31, 2024
Net revenues	$	700.7	$	737.8

Net revenues for the three months ended March 30, 2025 decreased $37.1 million, or 5.0%, compared to the prior year period, primarily due to a $43.6 million decrease in sales volumes of existing products, primarily driven by declines in sales related to our OEM product category and UroLift product line, as well as unfavorable fluctuations in foreign currency exchange rates. The reductions in net revenues were partially offset by an increase in sales of new products.

Gross profit


	Three Months Ended
	March 30, 2025			March 31, 2024
Gross profit	$	389.4		$	416.1
Percentage of sales	55.6		%	56.4		%

Gross margin for the three months ended March 30, 2025 decreased 80 basis points, or 1.4%, compared to the prior year period, primarily due to continued cost inflation from macro-economic factors, specifically with respect to labor and raw materials and unfavorable product mix, partially offset by a decrease in costs for quality remediation and excess and obsolete inventory charges.

Selling, general and administrative


	Three Months Ended
	March 30, 2025			March 31, 2024
Selling, general and administrative	$	222.7		$	242.8
Percentage of sales	31.8		%	32.9		%

Selling, general and administrative expenses for the three months ended March 30, 2025 decreased $20.1 million compared to the prior year period was primarily attributable to favorable fluctuations in foreign currency exchange rates, largely stemming from non-designated foreign currency forward contracts designed to hedge against the cash consideration for the VI Business. The decrease in selling, general and administrative expenses was partially offset by costs related to our expected acquisition of the VI Business and higher IT related costs primarily driven by our ongoing development of a new ERP solution.

Research and development


	Three Months Ended
	March 30, 2025			March 31, 2024
Research and development	$	36.4		$	37.3
Percentage of sales	5.2		%	5.1		%

The decrease in research and development expenses for the three months ended March 30, 2025 compared to the prior year period was primarily attributable to lower European Union Medical Device Regulation related costs partially offset by higher project spend within certain product categories.

Pension Settlement Charge


	Three Months Ended
		March 30, 2025		March 31, 2024
Pension settlement (benefit) charge		$	—	$	138.1

For the three months ended March 31, 2024, we recognized a settlement charge of $138.1 million related to our plan to terminate the Teleflex Incorporated Retirement Income Plan resulting from our purchase of a group annuity contract to provide participants, beneficiaries, and alternate payees the full value of their benefit under the plan.

Restructuring charges, separation costs and impairment charges


	Three Months Ended
	March 30, 2025		March 31, 2024
Restructuring charges, separation costs and impairment charges	$	4.8	$	2.7

Restructuring charges, separation costs and impairment charges for the three months ended March 30, 2025 primarily consisted of consulting and professional advisory services associated with our strategic action plan to create a new, independently traded public company and termination benefits related to our ongoing Footprint Realignment plans.

Ongoing restructuring plans

We have ongoing restructuring programs that include the consolidation of our manufacturing operations (referred to as our 2024 and 2023 Footprint realignment plans) and the 2024 Restructuring plan. The following table provides a summary of the key estimates related to the completion of these programs:

2024 Restructuring plan

2024 Footprint Realignment plan

2023 Footprint Realignment plan

Aggregate pre-tax restructuring and restructuring related charges estimated

$9 million to $11 million

$37 million to $46 million

$11 million to $15 million

Estimated annual pre-tax savings

$9 million to $11 million

$12 million to $14 million

$2 million to $4 million

For additional information regarding our restructuring plans, refer to Note 5 within the condensed consolidated financial statements included in this report.

Interest expense


	Three Months Ended
	March 30, 2025			March 31, 2024
Interest expense	$	18.5		$	22.7
Average interest rate on debt	4.2		%	4.7		%

The decrease in interest expense for the three months ended March 30, 2025 compared to the prior year period was primarily due to a lower average interest rate resulting from decreases in interest rates associated with our variable interest rate debt instruments.

Taxes on income from continuing operations


	Three Months Ended
	March 30, 2025		March 31, 2024
Effective income tax rate (1)	12.7	%	161.0	%

(1) The effective income tax rate for the three months ended March 30, 2025 represents an income tax expense and the effective income tax rate for the three months ended March 31, 2024 represents an income tax benefit.

The effective income tax rates for both periods reflect a tax benefit from research and development tax credits. Additionally, the effective income tax rate for the three months ended March 30, 2025 reflects a non-taxable favorable adjustment incurred in relation to foreign currency exchange rates, largely stemming from non-designated foreign currency forward contracts designed to hedge against the cash consideration for the VI Business acquisition. The effective income tax rate for the three months ended March 31, 2024 reflects a tax benefit associated with a pension charge recognized in connection with the termination of the TRIP defined benefit plan.

Segment Financial Information


Segment net revenues
	Three Months Ended
	March 30, 2025		March 31, 2024		% Increase/(Decrease)



Americas	$	475.7	$	494.0	(3.7)
EMEA	151.2		159.6		(5.3)
Asia	73.8		84.2		(12.4)


Segment net revenues	$	700.7	$	737.8	(5.0)

Segment operating profit
	Three Months Ended
	March 30, 2025		March 31, 2024		% Increase/(Decrease)



Americas	$	157.8	$	160.7	(1.8)
EMEA	33.3		35.6		(6.7)
Asia	18.9		26.1		(27.4)


Segment operating profit (1)	$	210.0	$	222.4	(5.6)

(1)See Note 14 to our condensed consolidated financial statements included in this report for a reconciliation of segment operating profit to our condensed consolidated income from continuing operations before interest and taxes.

Comparison of the three months ended March 30, 2025 and March 31, 2024

Americas

Americas net revenues for the three months ended March 30, 2025 decreased $18.3 million, or 3.7%, compared to the prior year period, which was primarily attributable to a $29.6 million decrease in sales volumes of existing products, primarily driven by declines in sales related to our OEM product category and UroLift product line. The decrease in net revenue was partially offset by an increase in sales of new products and, to a lesser extent, price increases.

Americas operating profit for the three months ended March 30, 2025 decreased $2.9 million, or 1.8%, compared to the prior year period, which was primarily attributable to a decrease in gross profit resulting from lower sales and unfavorable product mix, partially offset by price increases. The decrease in operating profit was partially offset by a reduction in sales and marketing expenses.

EMEA

EMEA net revenues for the three months ended March 30, 2025 decreased $8.4 million, or 5.3%, compared to the prior year period, which was primarily attributable to a $7.8 million decrease in sales volumes of existing products and $4.2 million of unfavorable fluctuations in foreign currency exchange rates, partially offset by price increases.

EMEA operating profit for the three months ended March 30, 2025 decreased $2.3 million, or 6.7%, compared to the prior year period, which was primarily attributable to an increase in sales expenses and unfavorable fluctuations in foreign currency exchange rates, partially offset by lower research and development expenses related to the European Union Medical Device Regulation.

Asia

Asia net revenues for the three months ended March 30, 2025 decreased $10.4 million, or 12.4%, compared to the prior year period, which was primarily attributable to a $6.1 million decrease in sales volumes of existing products, unfavorable fluctuations in foreign currency exchange rates and price decreases stemming from the implementation of volume-based procurement programs in China.

Asia operating profit for the three months ended March 30, 2025 decreased $7.2 million, or 27.4%, compared to the prior year period, which was primarily attributable to a decrease in gross profit resulting from lower sales and price decreases in addition to unfavorable fluctuations in foreign currency exchange rates.

Liquidity and Capital Resources

We believe our cash flow from operations, available cash and cash equivalents and borrowings under our revolving credit facility will enable us to fund our operating requirements, including those arising from newly implemented tariffs, capital expenditures, debt obligations and separation costs for the next 12 months and the foreseeable future. We have net cash provided by United States based operating activities as well as non-United States sources of cash available to help fund our debt service requirements in the United States. We manage our worldwide cash requirements by monitoring the funds available among our subsidiaries and determining the extent to which we can access those funds on a cost effective basis.

In conjunction with our upcoming acquisition of the VI Business discussed in the above overview, we entered into foreign exchange derivative contracts with an aggregate notional value of €700 million to economically hedge against the foreign currency exposure associated with the cash consideration needed to complete the acquisition.

Cash Flows

Net cash provided by operating activities from continuing operations was $73.3 million for the three months ended March 30, 2025 as compared to $112.8 million for the three months ended March 31, 2024. The $39.5 million decrease was primarily attributable to unfavorable operating results and unfavorable changes in working capital, which were primarily driven by inventory purchases and outflows related to cloud computing arrangement expenditures as part of our ongoing development of a new ERP solution.

Net cash used in investing activities from continuing operations was $28.8 million for the three months ended March 30, 2025, and primarily consisted of $30.0 million in capital expenditures and $5.0 million of purchases in equity investments, partially offset by $6.3 million in insurance settlement proceeds.

Net cash used in financing activities from continuing operations was $59.5 million for the three months ended March 30, 2025, and primarily consisted of $300.0 million in repurchases of our common stock under the accelerated share repurchase agreement, a $250.9 million increase in net borrowings under our Senior Credit Facility and $15.2 million in dividend payments.

Borrowings

The indentures governing our 4.625% Senior Notes due 2027 (the “2027 Notes”) and 4.25% Senior Notes due 2028 (the "2028 Notes") contain covenants that, among other things and subject to certain exceptions, limit or restrict our ability, and the ability of our subsidiaries, to create liens; consolidate, merge or dispose of certain assets; and enter into sale leaseback transactions. As of March 30, 2025, we were in compliance with these requirements.

The obligations under our senior credit agreement (the "Credit Agreement"), the 2027 Notes and 2028 Notes are guaranteed (subject to certain exceptions) by substantially all of our material domestic subsidiaries, and the obligations under the Credit Agreement are (subject to certain exceptions and limitations) secured by a lien on substantially all of the assets owned by us and each guarantor.

On February 24, 2025, we amended and restated our existing Credit Agreement to facilitate our upcoming acquisition of the VI Business. We anticipate using the new delayed draw term loan along with revolving credit borrowings under the Credit Agreement and cash on hand to finance the VI Business acquisition.

Summarized Financial Information – Obligor Group

The 2027 Notes are issued by Teleflex Incorporated (the “Parent Company”), and payment of the Parent Company's obligations under the Senior Notes is guaranteed, jointly and severally, by an enumerated group of the

Parent Company’s subsidiaries (each, a “Guarantor Subsidiary” and collectively, the “Guarantor Subsidiaries”). The guarantees are full and unconditional, subject to certain customary release provisions. Each Guarantor Subsidiary is directly or indirectly 100% owned by the Parent Company. Summarized financial information for the Parent and Guarantor Subsidiaries (collectively, the “Obligor Group”) as of March 30, 2025 and December 31, 2024 and for the three months ended March 30, 2025 is as follows:


	Three Months Ended
	March 30, 2025
	Obligor Group		Intercompany		Obligor Group (excluding Intercompany)
Net revenue	$	507.2	$	72.9	$	434.3
Cost of goods sold	315.1		59.7		255.4
Gross profit	192.1		13.2		178.9
Income (loss) from continuing operations	44.1		48.1		(4.0)
Net income (loss)	44.0		48.1		(4.1)



	March 30, 2025						December 31, 2024
	Obligor Group		Intercompany		Obligor Group (excluding Intercompany)		Obligor Group		Intercompany		Obligor Group (excluding Intercompany)

Total current assets	$	1,049.6	$	205.5	$	844.1	$	1,034.1	$	201.2	$	832.9
Total assets	2,829.3		288.2		2,541.1		2,815.2		277.8		2,537.4
Total current liabilities	1,256.5		917.0		339.5		1,275.4		953.4		322.0
Total liabilities	3,644.3		1,084.3		2,560.0		3,450.5		1,126.6		2,323.9

The same accounting policies as described in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 are used by the Parent Company and each of its subsidiaries in connection with the summarized financial information presented above. The Intercompany column in the table above represents transactions between and among the Obligor Group and non-guarantor subsidiaries (i.e. those subsidiaries of the Parent Company that have not guaranteed payment of the Senior Notes). Obligor investments in non-guarantor subsidiaries and any related activity are excluded from the financial information presented above.

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from the amounts derived from those estimates and assumptions.

In our Annual Report on Form 10-K for the year ended December 31, 2024, we provided disclosure regarding our critical accounting estimates, which are reflective of significant judgments and uncertainties, are important to the presentation of our financial condition and results of operations and could potentially result in materially different results under different assumptions and conditions.

New Accounting Standards

See Note 2 to the condensed consolidated financial statements included in this report for a discussion of recently issued accounting guidance, including estimated effects, if any, of the adoption of the guidance on our financial statements.

Forward-Looking Statements

All statements made in this Quarterly Report on Form 10-Q, 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 inability to effectively execute our restructuring programs; our inability to realize anticipated savings resulting from restructuring plans and programs; 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, the implementation or threatened implementation of 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, such as COVID-19; difficulties entering new markets; and general economic conditions. For a further discussion of the risks relating to our business, see Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2024. 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the information set forth in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report are functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

(b) Change in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We are party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims include actions involving product liability and product warranty, intellectual property, contracts, employment and environmental matters. As of March 30, 2025 and December 31, 2024, we had accrued liabilities of $0.8 million in connection with these matters, representing our best estimate of the cost within the range of estimated possible loss that will be incurred to resolve these matters. Amounts accrued for legal contingencies are often determined based on a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions, including as to the timing of related payments. The ability to make such estimates and judgments can be affected by various factors including whether, among other things, damages sought in the proceedings are unsubstantiated or indeterminate; scientific and legal discovery has commenced or is complete; proceedings are in early stages; matters present legal uncertainties; there are significant facts in dispute, or procedural or jurisdictional issues; there is uncertainty or unpredictability regarding the number of potential claims; there is the potential to achieve comprehensive multi-party settlements; there is complexity regarding related cross-claims and counterclaims; and/or there are numerous parties involved. To the extent adverse awards, judgments or verdicts have been rendered against us, we do not record an accrual until a loss is determined to be probable and can be reasonably estimated.

Based on information currently available, advice of counsel, established reserves and other resources, we do not believe that any such actions are likely to be, individually or in the aggregate, material to our business, financial condition, results of operations or cash flows. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to our business, financial condition, results of operations or cash flows.

Item 1A. Risk Factors

See the information set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no significant changes in risk factors for the quarter ended March 30, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table presents the repurchases of our common stock during the three months ended March 30, 2025:


Period	Total Number of Shares Purchased	Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(1)
January 1, 2025 - February 2, 2025	—	—	—	$	300,000,000
February 3, 2025 - March 2, 2025 (2)	1,725,253		1,725,253	—
March 3, 2025 - March 30,2025	—	—	—	—
Total	1,725,253		1,725,253

(1)On July 30, 2024, our Board of Directors authorized a share repurchase program for up to $500 million of our common stock. As of March 30, 2025, there is no remaining share repurchase capacity under the program.

(2)On February 28, 2025, we entered into an accelerated share repurchase program (the "ASR Transaction") with JPMorgan Chase Bank. (the “Counterparty”) to repurchase an aggregate of $300 million (the "Repurchase Price") of our common stock. The ASR Transaction was executed under the $500 million share repurchase program authorized by our Board of Directors on July 30, 2024. Under the terms of the ASR Transaction, on March 3, 2025, we paid the Repurchase Price to the Counterparty in exchange for 1,725,253 shares of our common stock, representing shares with a value of 80% of the total Repurchase Price. The initial shares received, which have been included in treasury stock as of March 30, 2025, were calculated based on a price per share of $139.11, which was the closing share price of our common stock on February 27, 2025. Final settlement under the ASR Transaction occurred on April 9, 2025, at which time we received 493,150 additional shares of common stock. The total shares received were calculated based on a price per share of $135.23, which was based on volume-weighted average prices of our common stock during the accelerated share repurchase period less a discount. See "Management's Discussion and Analysis of Financial Condition — Liquidity and Capital Resources."

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the quarter ended March 30, 2025, none of our directors or executive officers entered into, modified or terminated, contracts, instructions or written plans for the sale of purchase of our securities that were intended to satisfy the affirmative defense conditions of Rule 10b5-1.

Departure of Executive Officer

On April 29, 2025, the Company notified Jay White, its Corporate Vice President and President, Global Commercial, that his employment with the company would terminate on July 1, 2025 as a result of the elimination of his position in connection with our previously announced separation of the Company. Upon termination, Mr. White shall be entitled to the benefits, and subject to the obligations, provided for in the Senior Executive Officer Severance Agreement, dated February 25, 2021, between the Company and Mr. White.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this report:


Exhibit No.		Description




10.1		Senior Executive Officer Severance Agreement, dated April 2 , 2025 , between the Company and John R. Deren .
10.2		Executive Change In Control Agreement, dated April 2 , 2025 , between the Company and John R. Deren.
10.3		C onsulting A g reement, dated March 6, 2025, between the Company and T homas Powell.
31.1	—	Certification of Chief Executive Officer, pursuant to Rule 13a–14(a) under the Securities Exchange Act of 1934.
31.2	—	Certification of Chief Financial Officer, pursuant to Rule 13a–14(a) under the Securities Exchange Act of 1934.
32.1	—	Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	—	Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1	—	The following materials from our Quarterly Report on Form 10-Q for the quarter ended March 30, 2025, formatted in inline XBRL (eXtensible Business Reporting Language): (i) Cover Page; (ii) the Condensed Consolidated Statements of Income for the three months ended March 30, 2025 and March 31, 2024; (iii) the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 30, 2025 and March 31, 2024; (iv) the Condensed Consolidated Balance Sheets as of March 30, 2025 and December 31, 2024; (v) the Condensed Consolidated Statements of Cash Flows for the three months ended March 30, 2025 and March 31, 2024; (vi) the Condensed Consolidated Statements of Changes in Equity for the three months ended March 30, 2025 and March 31, 2024; and (vii) Notes to Condensed Consolidated Financial Statements.
104.1	—	The cover page of the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 2025, formatted in inline XBRL (included in Exhibit 101.1).

____________________________________

SIGNATURES

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

TELEFLEX INCORPORATED

By:

/s/ Liam J. Kelly

Liam J. Kelly

President and Chief Executive Officer

(Principal Executive Officer)

By:

/s/ John R. Deren

John R. Deren

Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

Dated: May 1, 2025

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2/28/2025	$220.00 → $155.00	Outperform → Sector Perform	RBC Capital Mkts
2/28/2025		Outperform → Mkt Perform	Raymond James
2/28/2025	$255.00 → $140.00	Overweight → Neutral	Piper Sandler
2/27/2025		Mkt Outperform → Mkt Perform	Citizens JMP
7/1/2024	$205.00 → $245.00	Neutral → Overweight	Piper Sandler
12/4/2023	$261.00	Equal-Weight → Overweight	Morgan Stanley
6/21/2023		Buy → Hold	Needham

SEC Form 10-Q filed by Teleflex Incorporated

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Large Ownership Changes

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Amendment: SEC Form SC 13G/A filed by Teleflex Incorporated

Amendment: SEC Form SC 13G/A filed by Teleflex Incorporated

SEC Form SC 13G/A filed by Teleflex Incorporated (Amendment)

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Teleflex downgraded by BofA Securities with a new price target

Teleflex downgraded by RBC Capital Mkts with a new price target

Teleflex downgraded by Raymond James

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DoorDash, TKO Group Holdings, Williams-Sonoma and Expand Energy Set to Join S&P 500; Others to Join S&P 100, S&P MidCap 400 and S&P SmallCap 600

Cagent Vascular Appoints Paul Wilson as Chief Commercial Officer to Drive Growth and Market Expansion

Teleflex Announces Planned Retirement of Thomas Powell As Chief Financial Officer

Teleflex Showcases New Clinical Data Presented at the 2025 American Urological Association (AUA) Annual Meeting

New Retrospective Study Reports Significantly Reduced Post-Operative GERD Rates with the Titan SGS™ Stapler from Teleflex Compared with Multi-Fire Staplers in Sleeve Gastrectomy

Teleflex Announces Quarterly Dividend

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Insider Trading

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Director Duncan Candace H was granted 1,051 shares, increasing direct ownership by 22% to 5,907 units (SEC Form 4)

Director Patil Neena M was granted 1,051 shares, increasing direct ownership by 67% to 2,626 units (SEC Form 4)

Director Heinmiller John C was granted 1,051 shares, increasing direct ownership by 34% to 4,176 units (SEC Form 4)

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SEC Filings

Teleflex Incorporated filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits