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TELEFLEX INC

For the period ended Sep 28, 2025. Filed Nov 6, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 28, 2025 · Filed Nov 6, 2025

TFX$154.73+2.6%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Rule 10b5-1 Trading Plans

During the third quarter of 2025, none of our directors or executive officers entered into, modified orterminated, (i) any 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, or (ii) any non-Rule 10b5-1 trading arrangement, as defined in Item 408(a) of Regulation S-K.

Legal Settlement

On March 6, 2025, a putative class action complaint captioned Harrison v. Teleflex Incorporated, et al., C.A. No. 2025-0251-JTL (Del. Ch.) was filed in the Court of Chancery of the State of Delaware (the “Court”) against us and our Board (the “Action”). The plaintiff alleged in the complaint that a provision in our Bylaws restricting stockholders’ ability to act by written consent violated the Delaware General Corporation Law. Pursuant to a stipulation and proposed order, which the Court entered on April 7, 2025, the individual defendants were dismissed from the Action, leaving us as the sole defendant. On May 15, 2025, we filed a Form 8-K with the SEC stating that we had amended our Bylaws to remove the challenged provision on May 9, 2025. Thereafter, the parties agreed that the amendment mooted the claims in the Action and filed a Stipulation and Proposed Order dismissing the Action with prejudice as to the plaintiff in the Action only. Without admitting any fault or wrongdoing, we agreed to pay a mootness fee to plaintiff’s counsel in the Action in the amount of $55,000 (the "Mootness Fee"). On August 5, 2025, the Court entered a proposed order dismissing the Action as moot, subject to our filing an affidavit with the Court confirming compliance with the requirement in the order that we disclose in its next periodic filing with the SEC the payment of the Mootness Fee. In entering the order, the Court did not review, and did not pass judgment, on the payment of these attorneys’ fees and expenses. As a result, we have no further potential liability related to this matter.

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