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TELEFLEX INC

For the period ended Mar 31, 2026. Filed May 7, 2026.

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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.

Mar 31, 2026 · Filed May 7, 2026

TFX$150.87-0.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-28; filed 2025-11-06.

0000096943-25-000138

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

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-07.

0000096943-26-000050

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 104 previous paragraphs and 83 current paragraphs.

29 unchanged; 22 reworded; 32 added; 53 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 13 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (32)

Current report

In February 2025, we announced our intention to undertake a strategic transformation of the organization. In accordance with this strategy, on December 9, 2025, we announced that we entered into definitive agreements to sell our Acute Care and Interventional Urology (also referred to as "IU") businesses to Intersurgical® Ltd and our OEM business to Montagu and Kohlberg (collectively referred to as the "Strategic Divestitures"). The combined total consideration from the Strategic Divestitures is $2.0 billion in cash, consisting of expected proceeds of approximately $1.5 billion for our OEM business and $530 million for our Acute Care and IU businesses. Both transactions, which were approved at the same time by our Board of Directors, remain subject to certain closing adjustments, customary regulatory approvals and other closing conditions. We expect the sale of the OEM business to be completed in the third quarter of 2026, while the sale of the Acute Care and IU businesses is expected to be completed in the second half of 2026. We expect to receive net after‑tax proceeds of approximately $1.8 billion upon the completion of both sales. We intend to use the net proceeds primarily to return capital to shareholders through share repurchases and pay down debt.

Current report

In connection with the Strategic Divestitures, we have negotiated transition services agreements and other arrangements intended to govern ongoing activities between Teleflex and the respective buyers following the closing dates of the transactions, including interim operating model arrangements and manufacturing and supply services. Although the material terms of these agreements have been substantially determined, they remain subject to finalization and execution. We expect to complete and execute these agreements at the close of each transaction.

Current report

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

Current report

On January 8, 2026, we announced the departure of our former Chairman, President and Chief Executive Officer, Liam J. Kelly, and the appointment of Stuart A. Randle as Interim President and Chief Executive Officer. In connection with Mr. Kelly’s departure as President and Chief Executive Officer, the Board appointed Stephen K. Klasko, M.D., a current independent director who had been serving as our Lead Director, to serve as the independent Chair of the Board. In connection with Mr. Kelly's departure, Mr. Kelly will receive benefits and payments as provided under his employment agreement with the Company dated as of March 31, 2017, and as a result, we recognized $2.5 million in associated severance expense during the first quarter of 2026.

Current report

On April 9, 2026, we announced that Stephen Klasko, M.D. and John Heinmiller will conclude their respective Board terms at the Annual Meeting, and the nomination of Michael J. Tokich to the Board of Directors. In connection with Dr. Klasko’s departure, Andrew A. Krakauer, a current independent director and chair of the Board's Compensation Committee, has been named Chairman of the Board, effective following the Annual Meeting.

Current report

On April 30, 2026, we announced that Jason Weidman has been appointed President and Chief Executive Officer, effective June 8, 2026. He will succeed Stuart Randle, who has been serving as Interim President and CEO since January 2026 and who will continue as a member of Teleflex’s Board of Directors. Mr. Weidman is expected to join the Teleflex Board when he assumes his role as President and CEO.

Current report

On April 6, 2026, we entered into a settlement agreement with another medical device company to resolve a litigation matter involving alleged infringement of patents held by Teleflex. Pursuant to the terms of the agreement, we subsequently received $25.0 million in monetary consideration. The settlement fully resolves the litigation, with no admission of liability by Teleflex or any other party.

Current report

Our global operations are subject to risks associated with international trade policies, including the imposition of tariffs. On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed pursuant to the International Emergency Economic Powers Act (“IEEPA”), which introduced the potential for refunds of previously collected tariffs by the U.S government. Following the decision, the Administration announced new Executive Orders that impose tariffs under alternative statutory authority designed to replace or preserve elements of the prior tariff framework. The availability, timing, and magnitude of any potential refunds of tariffs imposed under IEEPA, as well as the application and impact of tariffs under the new Executive Orders, remain highly uncertain and subject to ongoing legal, regulatory, and administrative developments. Nevertheless, further changes to proposed or enacted tariffs could materially impact our business, including gross margins and cash flows. We continue to evaluate measures designed to mitigate the future impacts of tariffs, such as supply chain optimization strategies and adjustments to chain-of-custody protocols. The ultimate impact of tariffs and trade policy changes on our results of operations and cash flows will depend on several factors, including the timing, scale, scope, and nature of any tariffs or policies implemented, any associated retaliatory measures or further legal challenges.

Current report

In addition to risks associated with international trade policies, geopolitical developments during the quarter, including the escalation of conflict in the Middle East, have increased macroeconomic uncertainty. These developments may result in disruptions to global energy supplies, volatility and increases in energy prices, heightened inflationary pressures, and disruptions to global supply chains, any of which could adversely affect our results of operations or financial condition. We continue to monitor these developments and the broader macroeconomic environment and, where appropriate, are taking actions to mitigate potential impacts on our business.

Current report

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

Current report

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

Current report

During the first quarter of 2026, in connection with the Strategic Divestitures, we initiated a multi-year restructuring plan intended to align our global organizational structure and supply chain infrastructure amongst our remaining businesses (the "Strategic Divestitures restructuring plan"). The plan is designed to eliminate stranded costs, streamline global operations, and improve our long-term cost structure, primarily through workforce reductions and capital assets rationalization. These actions, some of which we expect to occur upon exit of the transition services agreements and other arrangements negotiated in connection with the Strategic Divestitures, are expected to be substantially completed by mid-2028. We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the plan of $31 million to $37 million. We expect substantially all the restructuring and restructuring related charges to result in future cash outlays, of which an estimated $15 million to $19 million are expected to occur during 2026. We expect to achieve annual pre-tax savings of $48 million to $52 million in connection with the Strategic Divestitures restructuring plan once it is fully implemented and we expect to begin realizing a portion of these plan-related savings in 2026.

Current report

Income from discontinued operations for the three months ended March 31, 2026 decreased $46.0 million compared to the prior year period, primarily due to increases in separation costs related to the Strategic Divestitures and a valuation allowance adjustment recorded in the first quarter of 2026. For additional information, see Note 5 to the condensed consolidated financial statements included in this report.

Current report

EMEA net revenues for the three months ended March 31, 2026 increased $64.1 million, or 77.5%, compared to the prior year period, which was primarily attributable to net revenues of $50.1 million generated by the acquired VI Business and $9.0 million of favorable fluctuations in foreign currency exchange rates.

Current report

EMEA operating profit for the three months ended March 31, 2026 decreased $1.2 million, or 8.4%, compared to the prior year period, which was primarily attributable to an increase in operating expenses, largely from operating, integration and amortization expenses associated with the acquired VI Business and unfavorable fluctuations in foreign currency exchange rates. The decreases in operating profit were partially offset by an increase in gross profit resulting from higher sales generated by the acquired VI Business, despite an unfavorable impact from the amortization of the step-up in carrying value of inventory related to the VI Business acquisition, as well as lower manufacturing costs associated with our legacy businesses.

Current report

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

Current report

Asia operating profit for the three months ended March 31, 2026 increased $11.3 million, or 246.6%, compared to the prior year period, which was primarily attributable to an increase in gross profit resulting from higher sales generated by the acquired VI Business, partially offset by higher operating, integration and amortization expenses associated with the acquired VI Business.

Current report

We expect to refinance our Senior Credit Facility prior to maturity. However, there can be no assurance that such refinancing will be completed on terms acceptable to us, or at all.

Current report

On December 9, 2025, the Board of Directors authorized a share repurchase program for up to $1 billion of our common stock. The timing, price and actual number of shares of common stock that may be repurchased under the share repurchase authorization will depend on a variety of factors, including price, market conditions and corporate and regulatory requirements. The repurchases may occur in open market transactions, transactions structured through investment banking institutions, in privately negotiated transactions, by direct purchases of common stock or a combination of the foregoing, and the timing and amount of stock repurchased will depend on market and business conditions, applicable legal and credit requirements and other corporate considerations. The authorization of the repurchase program does not constitute a binding obligation to acquire any specific amount of common stock, and the repurchase program may be suspended or discontinued at any time. As of March 31, 2026, we had the full amount remaining available under the authorization.

Current report

Net cash provided by operating activities from continuing operations was $46.7 million for the three months ended March 31, 2026 as compared to $27.7 million for the three months ended March 30, 2025. The $19.0 million increase was primarily attributable to favorable changes in working capital, partially offset by unfavorable operating results. The favorable changes in working capital were primarily attributable to a decrease in cash outflows from inventories as we moderate our inventory levels and an increase in accounts payable and accrued expenses stemming from lower employee related benefit and compensation payments.

Current report

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

Current report

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

Current report

(1)During the first quarter of 2026, certain existing subsidiaries were designated as Guarantor Subsidiaries and as a result, we recast the prior period comparative summarized financial information.
Removed paragraphs (53)

Previous report

On June 30, 2025, the first day of the third fiscal quarter of 2025, we completed the acquisition of the VI Business for a net initial cash payment of €704.3 million, or $825.2 million, subject to certain working capital and other customary adjustments. Borrowings under the delayed draw term loan, discussed in Note 8 and within the Liquidity and Capital Resources section below, and our revolving credit facility were utilized to finance the acquisition, inclusive of transaction-related costs and other associated requirements.

Previous report

Concurrent with the execution of the agreement to acquire the VI Business, we entered into foreign exchange derivative contracts with an aggregate notional value of €700 million to hedge economically against the foreign currency exposure associated with the cash consideration needed to complete the acquisition. These forward contracts were settled on June 30, 2025, concurrent with the completion of our acquisition. The settlement of the forward currency contracts resulted in proceeds of $82.2 million.

Previous report

In connection with the acquisition, we also entered into several ancillary agreements with BIOTRONIK SE & Co. KG to help facilitate business continuity and the integration of the business. These agreements primarily relate to transition support and distribution services and have varying durations extending up to 36 months.

Previous report

For additional information regarding the acquisition of the VI Business, refer to Note 4 within the condensed consolidated financial statements included in this report.

Previous report

On February 27, 2025, we announced our strategic decision to separate into two independent companies. One company will comprise our Vascular Access product category, most of our products within our Interventional Access and Surgical product categories and the VI Business and will remain with Teleflex. The second company will comprise our Acute Care (consisting of our Urology and Respiratory product categories, the majority of our Anesthesia product category and certain products within our Interventional Access and Surgical product categories), our Interventional Urology and OEM businesses (referred to collectively as "NewCo"). Since announcing the intended separation, we have received a number of inbound expressions of interest in acquiring NewCo and, with oversight of the Board, we continue to actively advance the process for a potential sale of NewCo, which has become our primary focus. There can be no guarantees that the proposed separation will be completed on the terms and within the timeframe we announced, or at all.

Previous report

As previously disclosed, our Interventional Urology North America (“IU reporting unit”) has been at risk of impairment since we recognized a goodwill impairment charge for the year ended December 31, 2024 and, as a result, we have been monitoring our IU reporting unit for a potential additional goodwill impairment. During the third quarter of 2025, utilizing various inputs such as the latest business outlook and recent fair value indicators, we determined that there was a deterioration in market and business conditions which resulted in the identification of a triggering event. As a result, in connection with the preparation of the financial statements for the three months ended September 28, 2025, we performed an impairment assessment and determined that the carrying value of the IU reporting unit exceeded its fair value. Consequently, we recognized a goodwill impairment charge of $403.9 million in the Condensed Consolidated Statements of Income for the three months ended September 28, 2025. As of September 28, 2025, there is no remaining goodwill related to the IU reporting unit.

Previous report

We estimated the fair value of the reporting unit using a market approach, supplemented by an income approach, to validate and support the analysis. The impairment charge was largely driven by unfavorable changes in key assumptions utilized to estimate fair value, relative to our 2024 valuation, specifically, lower market multiples, higher stand-alone operating costs and lower revenue growth.

Previous report

We test the recoverability of long-lived assets whenever events or circumstances indicate the carrying value of an asset may not be recoverable. During the first quarter of 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, and concluded that the undiscounted cash flows of the Titan SGS product line exceeded the carrying value of the related assets by approximately 10%. Accordingly, no impairment was recognized during the three months ended March 29, 2025 related to the Titan SGS asset group. During the second quarter of 2025, the Titan SGS product line performed largely in line with the forecast used in the first quarter 2025 recoverability test.

Previous report

During the third quarter of 2025, we identified additional indicators of a potential impairment related to the Titan SGS asset group due to lower than expected sales growth during the period and a further downward revision to sales forecasts compared to the forecast utilized in our first quarter 2025 impairment analysis. As a result, in connection with the preparation of the financial statements for the three months ended September 28, 2025, we performed a recoverability test and as a result, we determined that the carrying value of the asset group was not fully recoverable. We subsequently recognized an impairment charge of $100.0 million, representing the amount by which the carrying value of the asset group exceeded its estimated fair value, as determined utilizing the income approach. After the recognition of the impairment charge, the carrying value of the intangible assets of the Titan SGS asset group was $25.1 million. Despite the downward revision to sales forecasts, we continue to anticipate revenue growth from the Titan SGS asset group in future periods.

Previous report

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 tariffs. The recently enacted U.S. tariffs and accompanying retaliatory measures, had a negative impact on our gross margins and cash flows for the three and nine months ended September 28, 2025. The impact was primarily driven by higher import costs linked to our operations in the European Union, 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. Additional changes to proposed and enacted tariffs could have a material impact on our business and we may experience a material negative impact on our gross margins and cash flows in future periods. 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.

Previous report

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. In August 2025, the Italian parliament enacted a modification to the previously enacted legislation that reduced the payment amounts due from the affected companies, including Teleflex, to approximately 25% of the amounts originally invoiced for the years 2015 through 2018. Payment of the reduced amount precludes the pursuit of further legal action related to the obligation to pay the amounts relating to such years. During the third quarter of 2025, we remitted payment to the related regions to settle the years 2015 through 2018. As a result of the modification in the legislation, along with an adjustment to our calculation of the reserves related to years 2019 through 2025, we recognized a $23.7 million decrease in our reserve (and corresponding increase to revenue for the three and nine months ended September 28, 2025), of which $20.1 million pertains to prior periods. As of September 28, 2025, our reserve related to this matter was $18.3 million.

Previous report

Net revenues for the three months ended September 28, 2025 increased $148.6 million, or 19.4%, compared to the prior year period, primarily due to net revenues of $101.8 million generated by the acquired VI Business, the $23.7 million favorable impact from a decrease in our reserves related to the Italian payback measure, $10.0 million of favorable fluctuations in foreign currency exchange rates and a $9.4 million favorable impact from a stocking order in China related to recently implemented initiatives intended to expand the sales channel of intra-aortic balloon pumps and catheters.

Previous report

Net revenues for the nine months ended September 28, 2025 increased $142.7 million, or 6.3%, compared to the prior year period, primarily due to net revenues of $101.8 million generated by the acquired VI Business, a $39.5 million net favorable impact from adjustments to our reserves related to the Italian payback measure, driven by the $23.7 million favorable adjustment recognized in the current period compared to an unfavorable adjustment of $15.8 million in the prior period. The increases in net revenues were also impacted by a $26.4 million increase in sales of new products, $9.5 million of favorable fluctuations in foreign currency exchange rates, and a $9.4 million favorable impact from a stocking order in China related to recently implemented initiatives intended to expand the sales channel of intra-aortic balloon pumps and catheters. The increases in net revenues were partially offset by a $47.6 million decrease in sales volumes of existing products, primarily driven by declines in sales related to our OEM product category and UroLift product line.

Previous report

Gross margin for the nine months ended September 28, 2025 decreased 300 basis points, or 5.3%, compared to the prior year period, primarily due to the adverse impact from the amortization of the step-up in carrying value of inventory and intangible assets recognized in connection with the VI Business acquisition, the adverse impact from recently enacted tariffs, an increase in logistics and distribution costs and continued cost inflation from macro-economic factors, specifically with respect to labor and raw materials. The decreases in gross margin were partially offset by the net favorable impact of adjustments to our reserves related to the Italian payback measure.

Previous report

Selling, general and administrative expenses for the three months ended September 28, 2025 increased $34.5 million compared to the prior year period, which was primarily attributable to $35.2 million in operating costs incurred by the acquired VI Business and amortization of intangible assets recognized in connection with the VI Business acquisition, partially offset by a decrease in sales and marketing expenses related to our legacy businesses.

Previous report

The increase in research and development expense for the three months ended September 28, 2025 compared to the prior year period, was primarily attributable to expenses incurred by the acquired VI Business.

Previous report

For the nine months ended September 29, 2024, we recognized a settlement charge of $132.7 million related to our plan to terminate the TRIP resulting from our purchase of a group annuity contract to provide participants, beneficiaries, and alternate payees the full value of their benefit under the plan. For the three months ended September 29, 2024, we finalized the premiums owed for the group annuity contract, which resulted in a refund of pension trust assets and a corresponding reduction to the settlement charge of $5.4 million.

Previous report

During the three and nine months ended September 29, 2025, we recognized a goodwill impairment charge of $403.9 million related to our IU reporting unit. For additional information, refer to Note 7 within the condensed consolidated financial statements included in this report.

Previous report

Restructuring charges, separation costs and other impairment charges

Previous report

Restructuring charges, separation costs and impairment charges for the three months ended September 28, 2025 primarily consisted of impairment charges of $100.0 million related to our Titan SGS asset group and $16.0 million of separation costs, primarily consisting of consulting, legal, tax and other professional advisory services associated with the strategic actions.

Previous report

Restructuring charges, separation costs and impairment charges for the nine months ended September 28, 2025 primarily consisted of impairment charges consisting of $100.0 million related to our Titan SGS asset group and $8.1 million due to our cessation of occupancy at a certain leased facility. In addition, the charges for the nine months ended September 28, 2025 included $32.1 million of separation costs, primarily consisting of consulting, legal, tax and other professional advisory services associated with the strategic actions, and termination charges related to the 2024 Footprint realignment plan.

Previous report

During the fourth quarter of 2024, we initiated the "2024 restructuring plan," which included initiatives to optimize operations, reduce costs and enhance efficiencies across our business lines, including the relocation of select office administrative operations. The plan is substantially complete and as a result, we expect future restructuring expenses associated with the plan to be immaterial.

Previous report

During the second quarter of 2024, we initiated the "2024 Footprint realignment plan," encompassing several strategic restructuring initiatives. These initiatives primarily include 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 plan is substantially complete and as a result, we expect future restructuring expenses associated with the plan to be immaterial.

Previous report

(2)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. The majority of these charges are expected to be recognized within cost of goods sold.

Previous report

We expect all the restructuring and restructuring related charges will result in future cash outlays, of which, an estimated $12 million to $14 million are expected to occur during 2026. Additionally, we expect to incur $5 million to $7 million in aggregate capital expenditures under the VI Business Integration plan, which are expected to be incurred mostly between 2026 and 2027. We expect to achieve annual pre-tax savings of $24 million to $30 million in connection with the VI Business Integration plan once it is fully implemented and we expect to begin realizing plan-related savings in 2026.

Previous report

On July 4, 2025, the One Big Beautiful Bill (“OBBB”) Act was signed into law, enacting certain extensions and significant modifications to existing U.S. tax law provisions. While we continue to evaluate its implications, we do not currently expect the OBBB Act to have a material impact on our 2025 results of operations.

Previous report

Americas net revenues for the three months ended September 28, 2025 increased $40.0 million, or 7.8%, compared to the prior year period, which was primarily attributable to net revenues of $25.1 million generated by the acquired VI Business and increases in sales volumes of new and existing products, mostly in our Interventional and Surgical product categories.

Previous report

Americas operating profit for the nine months ended September 28, 2025 increased $5.2 million, or 1.0%, compared to the prior year period, which was primarily attributable to an increase in gross profit as a result of revenues generated by the acquired VI Business and decreases in sales and marketing expenses related to our legacy businesses, partially offset by the adverse impact from the amortization of the step-up in carrying value of inventory and intangible assets recognized in connection with the VI Business acquisition, increases in operating costs incurred by the acquired VI Business and an increase in contingent consideration expense resulting from changes in the estimated fair value of our contingent consideration liabilities.

Previous report

EMEA net revenues for the three months ended September 28, 2025 increased $84.0 million, or 55.9%, compared to the prior year period, which was primarily attributable to net revenues of $50.0 million generated by the acquired VI Business, the favorable impact of a $23.7 million decrease in our reserves related to the Italian payback measure and $9.1 million of favorable fluctuations in foreign currency exchange rates.

Previous report

EMEA net revenues for the nine months ended September 28, 2025 increased $94.7 million, or 20.7%, compared to the prior year period, which was primarily attributable to net revenues of $50.0 million generated by the acquired VI Business, a $39.5 million net favorable impact from adjustments to our reserves related to the Italian payback measure, which was driven by the $23.7 million favorable adjustment recognized in the current period compared to an unfavorable adjustment of $15.8 million in the prior period, and favorable fluctuations in foreign currency exchange rates. The increases in net revenues were partially offset by a decrease in sales volumes of existing products.

Previous report

EMEA operating profit for the three months ended September 28, 2025 decreased $7.1 million, or 20.4%, compared to the prior year period, which was primarily attributable to increases in operating costs incurred by the acquired VI Business and the unfavorable impact within gross margin from the amortization of the step-up in carrying value of inventory and intangible assets recognized in connection with the VI Business acquisition. The decreases in operating profit were offset by favorable impacts within gross margin from an increase in revenues generated by the acquired VI Business and a decrease in our reserves related to the Italian payback measure.

Previous report

EMEA operating profit for the nine months ended September 28, 2025 increased $7.6 million, or 8.1%, compared to the prior year period, which was primarily attributable to an increase in gross profit as a result of an increase in revenues generated by the VI Business Acquisition and the net favorable impact from adjustments in our reserves related to the Italian payback measure, partially offset the adverse impact from the amortization of the step-up in carrying value of inventory and intangible assets recognized in connection with the VI Business acquisition. The increases in operating profit were also impacted by favorable fluctuations in foreign currency exchange rates and an adverse impact from increases in operating costs incurred by the acquired VI Business.

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Reworded paragraphs (22)

Previous wording

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.

Current wording

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 supporting high-acuity emergent procedures. Substantially all of our net revenues come from single-use medical devices. We market and sell our products worldwide through a combination of our direct sales force and distributors. Because our products are used in numerous markets and for a variety of procedures, we are not dependent upon any one end-market or procedure. We are focused on achieving consistent, sustainable and profitable growth by increasing our market share and improving our operating efficiencies.

Previous wording

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.

Current wording

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 seek to optimize utilization of our facilities through restructuring initiatives designed to further reduce our cost base and enhance our competitive position. In addition, we may continue to explore opportunities to expand the size of our business and improve our 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, the conversions involve our acquisition or termination of a master distributor and the continued sale of our products through sub-distributors). Our 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. Further, we may identify opportunities to expand our margins through strategic divestitures of existing businesses and product lines that no longer meet our objectives.

Previous wording

On February 24, 2025, we executed a definitive agreement to acquire substantially all of the Vascular Intervention business of BIOTRONIK SE & Co. KG (the "VI Business"). The acquisition adds a broad suite of coronary and peripheral medical devices, such as drug-coated balloons, stents, and balloon catheters, which complements our interventional product portfolio.

Current wording

In the third quarter of 2025, we completed the acquisition of substantially all of the Vascular Intervention business of BIOTRONIK SE & Co. KG (the "VI Business") for a net initial cash payment of €704.3 million, or $825.2 million, subject to certain working capital and other customary adjustments. The acquisition adds a broad suite of coronary and peripheral medical devices, such as drug-coated balloons, stents, and balloon catheters, which complements our interventional product portfolio. See Note 4 to the condensed consolidated financial statements included in this report for additional information.

Previous wording

Gross margin for the three months ended September 28, 2025 decreased 680 basis points, or 12.1%, compared to the prior year period, primarily due to the adverse impact from the amortization of the step-up in carrying value of inventory and intangible assets recognized in connection with the VI Business acquisition, the adverse impact from recently enacted tariffs, unfavorable fluctuations in foreign currency exchange rates and an increase in logistics and distribution costs. The decreases in gross margin were partially offset by the favorable impact from a decrease in our reserves related to the Italian payback measure.

Current wording

Gross margin for the three months ended March 31, 2026 decreased 560 basis points, or 9.1%, compared to the prior year period, primarily due to the adverse impact from tariffs enacted in 2025, the unfavorable impact from the amortization of the step-up in carrying value of inventory and intangible assets recognized in connection with the VI Business acquisition, an increase in costs for quality remediation and excess and obsolete inventory charges and higher logistics and distribution costs.

Previous wording

Selling, general and administrative expenses for the nine months ended September 28, 2025 decreased $21.1 million compared to the prior year period, which was primarily attributable to an $82.2 million benefit from non-designated foreign currency forward contracts designed to hedge against the cash consideration for the VI Business and a decrease in sales and marketing expenses related to our legacy businesses. The decreases in selling, general and administrative expenses were partially offset by $35.2 million in operating costs incurred by the acquired VI Business, amortization of intangible assets recognized in connection with the VI Business acquisition and increases in the estimated fair value of our contingent consideration liabilities.

Current wording

Selling, general and administrative expenses for the three months ended March 31, 2026 increased $73.1 million compared to the prior year period, which was primarily attributable to operating, integration and amortization expenses associated with the acquired VI Business and the impact of unfavorable fluctuations in foreign currency exchange rates related to operating activities, largely stemming from a benefit recognized in the prior period from non-designated foreign currency forward contracts designed to hedge against the cash consideration for the VI Business. Selling, general and administrative costs in 2026 were also impacted by expenses associated with the Strategic Divestitures restructuring plan and severance expense related to our former CEO.

Previous wording

The increase in research and development expenses for the nine months ended September 28, 2025 compared to the prior year period was primarily attributable to expenses incurred by the acquired VI Business, partially offset by lower European Union Medical Device Regulation related costs.

Current wording

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

Previous wording

In 2023, we initiated the "2023 Footprint realignment plan," a restructuring plan primarily involving the relocation of certain manufacturing operations to existing lower-cost locations, the outsourcing of certain manufacturing processes and related workforce reductions. We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the plan of $11 million to $15 million. We expect to achieve annual pretax savings in connection with the 2023 Footprint realignment plan of $2 million to $4 million once the plan is fully implemented.

Current wording

In 2023, we initiated the "2023 Footprint realignment plan," a restructuring plan primarily involving the relocation of certain manufacturing operations to existing lower-cost locations, the outsourcing of certain manufacturing processes and related workforce reductions. We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the plan of $9 million to $12 million. These actions are expected to be substantially completed by the end of 2027. We expect to achieve annual pretax savings in connection with the 2023 Footprint realignment plan of $2 million to $4 million once the plan is fully implemented.

Previous wording

During the fourth quarter of 2025, the Board of Directors approved a restructuring plan related to the integration of the VI Business into Teleflex (the “VI Business Integration plan”). The VI Business Integration plan encompasses the realignment of the global sales force and certain administrative functions, including workforce reductions, and the relocation of certain manufacturing operations to existing lower-cost locations. These actions are expected to be substantially completed by the end of 2028. The following table provides a summary of our estimates of restructuring and restructuring related charges by major type of expense associated with the VI Business Integration plan:

Current wording

During the fourth quarter of 2025, we initiated the "VI Business integration plan," a restructuring plan primarily involving the integration of the VI Business into Teleflex, including the realignment of the global sales force and certain administrative functions, related workforce reductions, and the relocation of certain manufacturing operations to existing lower-cost locations. These actions are expected to be substantially completed by the end of 2028. We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the VI Business integration plan of $36 million to $44 million. We expect all the restructuring and restructuring related charges will result in future cash outlays. We expect to achieve annual pre-tax savings of $24 million to $30 million in connection with the VI Business integration plan once it is fully implemented.

Previous wording

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

Current wording

For additional information regarding our restructuring plans, see Note 6 to the condensed consolidated financial statements included in this report.

Previous wording

The increases in interest expense for the three and nine months ended September 28, 2025 compared to the prior year periods were primarily due to an increase in the average outstanding debt balance stemming from new borrowings utilized to fund the VI Business acquisition, partially offset by a lower average interest rate resulting from decreases in interest rates associated with our variable interest rate debt instruments.

Current wording

The increases in interest expense for the three months ended March 31, 2026 compared to the prior year periods were primarily due to an increase in the average outstanding debt balance stemming from borrowings utilized to fund the VI Business acquisition, partially offset by a lower average interest rate resulting from decreases in interest rates associated with our variable interest rate debt instruments.

Previous wording

(1)The effective income tax rates for the three and nine months ended September 28, 2025 and the nine months ended September 29, 2024 represent an income tax benefit. The effective income tax rate for the three months ended September 29, 2024 represents income tax expense.

Current wording

(1) For the quarters ended March 31, 2026 and March 30, 2025, the effective income tax rate represents income tax expense.

Previous wording

The effective income tax rates for the three and nine months ended September 28, 2025 reflect a non-deductible goodwill impairment charge related to the IU reporting unit. Additionally, the effective income tax rates for the three and nine months ended September 28, 2025 reflect a tax benefit associated with the impairment of the Titan SGS asset group. The effective income tax rate for the nine months ended September 28, 2025 reflects non-taxable favorable adjustments 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. All periods include a tax benefit from research and development tax credits. The effective income tax rate for the nine months ended September 29, 2024 reflects a tax benefit associated with a pension settlement charge recognized in connection with the termination of the TRIP defined benefit plan.

Current wording

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

Previous wording

(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.

Current wording

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

Previous wording

Comparison of the three and nine months ended September 28, 2025 and September 29, 2024

Current wording

Comparison of the three months ended March 31, 2026 and March 30, 2025

Previous wording

Americas net revenues for the nine months ended September 28, 2025 increased $31.8 million, or 2.1%, compared to the prior year period, which was primarily attributable to net revenues of $25.1 million generated by the acquired VI Business, a $21.5 million increase in sales of new products and price increases. The increases in net revenues were partially offset by a $24.5 million decrease in sales volumes of existing products, primarily driven by declines in sales related to our OEM product category and UroLift product line.

Current wording

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

Previous wording

Americas operating profit for the three months ended September 28, 2025 increased $2.0 million, or 1.2%, compared to the prior year period, which was primarily attributable to an increase in gross profit resulting from higher sales, including revenue generated by the acquired VI Business, partially offset by the adverse impact from the amortization of the step-up in carrying value of inventory and intangible assets recognized in connection with the VI Business acquisition, unfavorable fluctuations in foreign currency exchange rates and higher manufacturing costs. The increases in operating profit were also adversely impacted by increases in operating costs incurred by the acquired VI Business.

Current wording

Americas operating profit for the three months ended March 31, 2026 increased $13.1 million, or 11.1%, compared to the prior year period, which was primarily attributable to an increase in gross profit resulting from higher sales, including revenue generated by the acquired VI Business, partially offset by higher operating and integration costs of the acquired business, and, to a lesser extent, increases in sales expenses associated with our legacy businesses to support higher sales.

Previous wording

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.

Current wording

We believe our cash flow from operations, available cash and cash equivalents and borrowings under our revolving credit facility (which is provided for under our Senior Credit Facility (the "Credit Agreement")) and accounts receivable securitization facility will enable us to fund our operating requirements, capital expenditures and debt obligations 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.

Previous wording

On August 18, 2025, we executed two separate term cross-currency swap agreements set to expire on August 20, 2030 and August 20, 2032, respectively, to hedge against the effect of variability in the U.S. dollar to Swiss Franc (CHF) exchange rate, (the "2025 Cross-currency swap agreements"). Each of the 2025 Cross-currency swap agreements had a notional principal amount of $300 million and were designated as a net investment hedge. The 2025 Cross-currency swap agreements expiring in 2030 include six different financial institution counterparties and notionally exchanged $300 million for CHF 242.4 million at an annual interest rate of 3.15%. The 2025 Cross-currency swap agreements expiring in 2032 include four different financial institution counterparties and notionally exchanged $300 million for CHF 242.5 million at an annual interest rate of 3.02%.

Current wording

On September 30, 2025, we executed cross-currency swap agreements with five different financial institution counterparties to hedge against the effect of variability in the U.S. dollar to euro exchange rate (the "September 2025 Cross-currency swap agreements"). Under the September 2025 Cross-currency swap agreements, we have notionally exchanged $500 million at an annual interest rate of 4.63% for €474.7 million at an annual interest rate of 2.77%. On March 4, 2026, the agreements related to our September 2025 Cross-currency swap matured resulting in a net cash settlement payment of $53.5 million, inclusive of interest proceeds. Concurrently, on March 4, 2026, we executed two separate cross-currency swap agreements set to mature on March 3, 2028, respectively, to hedge against the effect of variability in the U.S. dollar to euro exchange rate (the "2026 Cross-currency swap agreements"). Each of the 2026 Cross-currency swap agreements had a notional amount of $50 million and was designated as a net investment hedge. The 2026 Cross-currency swap agreements include two different financial institution counterparties and notionally exchanged $100 million for €85.4 million, reflecting an average annual interest rate benefit of 1.21%.

Previous wording

Net cash provided by financing activities from continuing operations was $673.1 million for the nine months ended September 28, 2025, and primarily consisted of a $1.0 billion increase in net proceeds from borrowings under our Senior Credit Facility, partially offset by $300.0 million in repurchases of our common stock under the accelerated share repurchase agreement and $45.2 million in dividend payments.

Current wording

Net cash used in financing activities from continuing operations was $45.0 million for the three months ended March 31, 2026, and primarily consisted of a $25.3 million reduction in borrowings under our Senior Credit Facility and $15.1 million in dividend payments.

Previous wording

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.

Current wording

The obligations under the Credit Agreement, the 2027 Notes and the 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.

Previous wording

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 September 28, 2025 and December 31, 2024 and for the nine months ended September 28, 2025 is as follows:

Current wording

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 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 is as follows:

Previous wording

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 …

Excerpt shortened here; the source contains the full paragraph.

Current wording

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 ability to manage our ongoing CEO transition; risks relating to the activities of activist stockholders; 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 the recent conflict involving the US, Israel, and Iran in the Middle East; public health epidemics and pandemics; 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 Dece…

Excerpt shortened here; the source contains the full paragraph.