TELEFLEX INC

(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.

For the periods ended prior to and including December 31, 2025, our fiscal calendar consisted of a modified 5-4-4 calendar, reflecting a fiscal year ending on December 31. Beginning on January 1, 2026, we transitioned to a calendar month-based fiscal calendar, which we applied on a prospective basis. The year end reporting date remains unchanged. While the change will impact year-over-year comparability for fiscal quarters, the effect was not considered to be significant to require adjustments to prior operating results. We believe this transition offers significant benefits, including enhanced quarter-over-quarter comparability on a forward-looking basis and improved alignment with peer companies.

On December 9, 2025, we entered into separate definitive agreements to sell our Acute Care, Interventional Urology businesses and our OEM business (collectively referred to as the "Strategic Divestitures"). 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. In accordance with GAAP, the financial position and results of operations of both businesses are presented as discontinued operations and, as such, have been excluded from continuing operations for all periods presented. Prior period amounts have been recast to conform to the presentation used for the current period. With the exception of Note 5, the notes to the condensed consolidated financial statements reflect the continuing operations of Teleflex. See Note 5 for additional information regarding discontinued operations.

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, 2025.

Supplemental balance sheet information

Cash, cash equivalents, and restricted cash equivalents consisted of the following at June 30, 2026 and December 31, 2025:

(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. Amounts classified as other current assets are expected to be transferred from the suspense account to employees within one year.

Note 2 —Recently issued accounting standards

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.

In September 2025, the FASB issued new guidance designed to clarify and modernize the accounting for costs related to internal-use software. The updated guidance is intended to provide enhanced transparency and consistency in the capitalization and expensing of software development costs, particularly in incremental and iterative development environments. The guidance is effective for all fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Entities may apply the guidance using a prospective, retrospective or modified transition approach. Early adoption is permitted. We are currently evaluating this guidance to determine its impact on our consolidated financial statements.

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 single-use disposable medical devices. 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. We market and sell products through our direct sales force and distributors to hospitals and healthcare providers. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. Payment is generally due 30 days from the date of invoice.

The following table disaggregates revenue by global product category for the three and six months ended June 30, 2026 and June 29, 2025.

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

Note 4 —Acquisition

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"). 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. Under the terms of the acquisition agreement, we acquired the VI Business for a net cash payment of €704.3 million, or $825.2 million, subject to certain working capital and other customary adjustments.

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. We account for these services separately from the business combination, as they were negotiated primarily to benefit Teleflex and do not represent part of the consideration transferred for the acquisition. The operating results associated with these agreements are included in selling, general and administrative expenses.

The measurement period related to this acquisition expired on June 30, 2026, the last day of the second quarter, and as a result, any subsequent adjustments to the consideration transferred will be recognized in the reporting period in which they are settled.

Note 5 —Discontinued operations

In February 2025, we announced our intention to undertake a strategic transformation of the organization. In accordance with this strategy, on December 9, 2025, we announced that we had entered into definitive agreements, which were approved at the same time by our Board of Directors, 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 $1.5 billion for our OEM business and $530 million for our Acute Care and IU businesses.

On August 3, 2026, we completed the sale of the OEM business. For additional information regarding the sale of the OEM business, see Note 16, Subsequent events. The sale of the Acute Care and IU businesses is currently anticipated to be completed in the fourth quarter of 2026, subject to customary closing conditions, including receipt of regulatory approvals and other closing conditions.

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, as the plan represents a strategic shift with a major effect on our financial results. In accordance with GAAP, the financial position and results of operations of both businesses are presented as discontinued operations and, as such, have been excluded from continuing operations for all periods presented. The Strategic Divestitures were historically reported within each of our operating segments.

The following table summarizes the financial results of our discontinued operations for the three and six months ended June 30, 2026 and June 29, 2025:

(1) For the three and six months ended June 30, 2026, we incurred separation costs of $29.0 million and $59.2 million, respectively, primarily related to consulting, legal, tax and other professional advisory services associated with the Strategic Divestitures. Additionally, we remeasured the valuation allowance related to the Acute Care and IU businesses component of the Strategic Divestitures, which resulted in a gain of $21.1 million for the three months ended June 30, 2026 and a charge of $7.9 million for the six months ended June 30, 2026. See below for further detail. For the three and six months ended June 29, 2025, we incurred separation costs of $11.6 million and $14.8 million, respectively.

The following table summarizes the carrying amounts of the major classes of assets and liabilities classified as discontinued operations in the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025:

Assets and liabilities classified as held for sale are measured at the lower of carrying value or fair value less costs to sell and as a result, we recognized a valuation allowance for the excess of the carrying value over the fair value less cost to sell for the Acute Care and IU businesses component of the Strategic Divestitures. As of June 30, 2026, we remeasured the valuation allowance and as a result we recognized a $21.1 million decrease to the valuation allowance for the three months ended June 30, 2026. For the six months ended June 30, 2026, we recognized a $7.9 million increase to the valuation allowance. The adjustments to the valuation allowance were recorded within Restructuring charges, separation costs and impairment charges in the summarized results of operations of discontinued operations.

Cash flows attributable to discontinued operations are included in the condensed consolidated statements of cash flows. Significant non-cash operating and investing activities attributable to discontinued operations consisted of the following:

Note 6 —Restructuring charges, separation costs and impairment charges

Restructuring charges recognized for the three and six months ended June 30, 2026 and June 29, 2025 consisted of the following:

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

(2) Primarily includes activity related to restructuring plans substantially completed in prior periods.

(3) For the three and six months ended June 29, 2025, we recognized impairment charges primarily related to our cessation of occupancy at certain leased facilities.

(4) Represents indirect expenses related to the Strategic Divestitures, including activities to prepare the businesses for divestiture and maintain continuity through the separation process.

Restructuring charges

Strategic Divestitures restructuring plan

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. The following table provides a summary of our estimates of restructuring and restructuring related charges by major type of expense associated with the Strategic Divestitures restructuring plan:

(2)Restructuring related charges represent costs that are directly related to the plan and primarily include expenses related to a lease termination and retention incentives necessary to support critical functions during the transition period. Most of the charges are expected to be recognized within selling, general and administrative costs.

We expect the majority of the restructuring and restructuring related charges to result in future cash outlays, of which an estimated $15.0 million to $19.0 million are expected to occur during 2026.

For the three and six months ended June 30, 2026, we incurred $8.7 million and $16.3 million, respectively, under the Strategic Divestitures restructuring plan in restructuring related charges, all of which were recognized in selling, general and administrative costs.

As of June 30, 2026, we had a restructuring reserve of $15.7 million related to this plan, all of which related to termination benefits.

VI Business integration plan

During the fourth quarter of 2025, we initiated the "VI Business integration plan," a restructuring plan related to the integration of the VI Business into Teleflex. The 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:

(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.

We expect all the restructuring and restructuring related charges will result in future cash outlays. Additionally, we expect to incur $5.0 million to $7.0 million in aggregate capital expenditures under the VI Business integration plan.

For the three and six months ended June 30, 2026, we incurred $0.4 million and $1.1 million, respectively, under the VI Business integration plan in restructuring related charges, most of which were recognized in cost of goods sold. As of June 30, 2026, we have incurred aggregate restructuring charges in connection with the VI Business integration plan of $21.0 million. In addition, as of June 30, 2026, we have incurred aggregate restructuring related charges of $1.4 million with respect to the VI Business integration plan, consisting of certain costs that principally resulted from the transfer of manufacturing operations to new locations.

As of June 30, 2026, we had a restructuring reserve of $15.0 million related to this plan, all of which related to termination benefits.

2023 Footprint realignment plan

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. These actions are expected to be substantially completed by the end of 2027. The following table provides a summary of the cost estimates by major type of expense associated with the 2023 Footprint realignment plan:

(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. Substantially all of these charges are expected to be recognized within cost of goods sold.

We expect all the restructuring and restructuring related charges will result in future cash outlays. Additionally, we expect to incur $2.0 million to $3.0 million in aggregate capital expenditures under the plan.

For the three and six months ended June 30, 2026, we incurred $0.6 million and $1.1 million, respectively, under the 2023 Footprint realignment plan in restructuring related charges, all of which were recognized in cost of goods sold. As of June 30, 2026, we have incurred aggregate restructuring charges in connection with the 2023 Footprint realignment plan of $3.0 million. In addition, as of June 30, 2026, we have incurred aggregate restructuring related charges of $6.5 million with respect to the 2023 Footprint realignment plan, consisting of certain costs that principally resulted from the transfer of manufacturing operations to new locations.

As of June 30, 2026, we had a restructuring reserve of $2.0 million related to this plan, all of which related to termination benefits.

Note 7 —Inventories

Inventories as of June 30, 2026 and December 31, 2025 consisted of the following:

Note 8 —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 six months ended June 30, 2026:

The gross carrying amount of, and accumulated amortization relating to, intangible assets as of June 30, 2026 and December 31, 2025 were as follows:

Note 9 —Borrowings

Our borrowings at June 30, 2026 and December 31, 2025 were as follows:

Senior credit facility

On May 26, 2026, we entered into a new Credit Agreement (the “Credit Agreement”), which effectuated the refinancing of the Company’s previously existing credit agreement evidenced in that certain Third Amended and Restated Credit Agreement, dated as of November 4, 2022 (as amended prior to the date hereof). The Credit Agreement provides for, among other things, afive-year revolving credit facility of $1.0 billion, a term A-1 loan facility of $500.0 million and a term A-2 loan facility of $700.0 million. The obligations under the Credit Agreement are guaranteed (subject to certain exceptions and limitations) by substantially all of our material domestic subsidiaries. The obligations under the Credit Agreement are secured, subject to certain exceptions and limitations, by a lien on substantially all of the assets owned by us and each guarantor. The maturity dates of the revolving credit facility and the term A-1 loan facility under the Credit Agreement are May 26, 2031. The maturity date of the term A-2 loan facility under the Credit Agreement is May 26, 2028.

At our option, loans under the Credit Agreement will bear interest at a rate equal to Term SOFR plus an applicable margin ranging from 1.125% to 2.00% or at an alternate base rate, which is defined as 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 eurodollar transactions denominated in 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 our corporate family rating. Overdue loans will bear interest at the rate otherwise applicable to such loans plus 2.00%.

The Credit Agreement contains customary representations and warranties and covenants that, in each case, subject to certain exceptions, qualifications and thresholds, (a) place limitations on us and our subsidiaries regarding the incurrence of additional indebtedness, additional liens, fundamental changes, dispositions of property, investments and acquisitions, dividends and other restricted payments, transactions with affiliates, restrictive agreements, changes in lines of business and swap agreements, and (b) require us and our subsidiaries to comply with sanction laws and other laws and agreements, to deliver financial information and certain other information and give notice of certain events, to maintain their existence and good standing, to pay their other obligations, to permit the administrative agent and the lenders to inspect their books and property, to use the proceeds of our Credit Agreement only for certain permitted purposes and to provide collateral in the future. Subject to certain exceptions, we are required to maintain a maximum total net leverage ratio of 4.50 to 1.00. We are further required to maintain a minimum interest coverage ratio of 3.00 to 1.00.

We capitalized transaction fees of $5.9 million, including underwriters' discounts and commissions, incurred in connection with the Credit Agreement refinancing.

5.875% Senior Notes due 2032

On June 15, 2026, we issued $500.0 million of 5.875% Senior Notes due 2032 (the "2032 Notes"). We pay interest on the 2032 Notes semi-annually on January 15 and July 15, commencing on January 15, 2027, at a rate of 5.875% per year. The 2032 Notes mature on January 15, 2032 unless earlier redeemed at our option, as described below, or purchased at the holder’s option under specified circumstances following a Change of Control or Event of Default (each as defined in the indenture related to the 2032 Notes), coupled with a downgrade in the ratings of the 2032 Notes, or upon our election to exercise our optional redemption rights, as described below.

Our obligations under the 2032 Notes are fully and unconditionally guaranteed, jointly and severally, by each of our existing and future 100% owned domestic subsidiaries that is a guarantor or other obligor under the Credit Agreement and by certain of our other 100% owned domestic subsidiaries.

At any time on or after January 15, 2029, we may, on one or more occasions, redeem some or all of the 2032 Notes at a redemption price of 102.938% of the principal amount of the 2032 Notes subject to redemption, declining, in annual increments of 1.469%, to 100% of the principal amount on January 15, 2031, plus accrued and unpaid interest. In addition, at any time prior to January 15, 2029, we may, on one or more occasions, redeem some or all of the 2032 Notes at a redemption price equal to 100% of the principal amount of the 2032 Notes redeemed, plus a “make-whole” premium and any accrued and unpaid interest. The “make-whole” premium is the greater of (a)1.0% of the principal amount of the 2032 Notes subject to redemption or (b) the excess, if any, over the principal amount of the 2032 Notes, of the present value, on the redemption date, of the sum of (i) the January 15, 2029, optional redemption price plus (ii) all required interest payments on the 2032 Notes through January 15, 2029 (other than accrued and unpaid interest to the redemption date), generally computed using a discount rate equal to the yield to maturity of U.S. Treasury securities with a constant maturity for the period most nearly equal to the period from the redemption date to January 15, 2029 (unless the period is less than one year, in which case the weekly average yield on traded U.S. Treasury securities adjusted to a constant maturity of one year will be used), plus 50 basis points.

In addition, at any time prior to January 15, 2029, we may, on one or more occasions, redeem up to 40% of the aggregate principal amount of the 2032 Notes, using the proceeds of specified types of our equity offerings and subject to specified conditions, at a redemption price equal to 105.875% of the principal amount of the 2032 Notes redeemed, plus accrued and unpaid interest.

The indenture relating to the 2032 Notes contains covenants that, among other things, limit or restrict our ability, and the ability of our subsidiaries, to create liens; merge, consolidate, sell or otherwise dispose of all or substantially all of our assets; and enter into sale leaseback transactions.

We capitalized transaction fees of $9.9 million, including underwriters’ discounts and commissions incurred in connection with the offering of the 2032 Notes. We used the net proceeds from the offering, together with cash on hand, to fund the redemption of our 4.625% Senior Notes due 2027. In connection with the redemption, we recognized a loss on extinguishment of debt of $1.2 million due to the write-off of unamortized deferred financing costs.

Note 10 —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. For the three and six months ended June 30, 2026, we recognized losses of $4.6 million and $7.4 million, respectively, from non-designated foreign currency forward contracts within selling, general and administrative expenses. For the three and six months ended June 29, 2025, we recognized gains of $63.8 million and $86.4 million, respectively, within selling, general and administrative expenses primarily related to non-designated foreign currency forward contracts entered into to economically hedge against the foreign currency exposure associated with the cash consideration to complete the VI acquisition.

The total notional amount for all open foreign currency forward contracts designated as cash flow hedges as of June 30, 2026 and December 31, 2025 was $370.3 million and $262.5 million, respectively. The total notional amount for all open non-designated foreign currency forward contracts as of June 30, 2026 and December 31, 2025 was $309.2 million and $284.8 million, respectively. All open foreign currency forward contracts as of June 30, 2026 have durations of 12 months or less.

Cross-currency interest rate swaps

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 executedtwo separate cross-currency swap agreements set to mature on March 3, 2028, to hedge against the effect of variability in the U.S. dollar to euro exchange rate (the "2026 Euro Cross-currency swap agreements"). Each of the 2026 Euro Cross-currency swap agreements had a notional amount of $50 million and was designated as a net investment hedge. The 2026 Euro Cross-currency swap agreements includetwo different financial institution counterparties and notionally exchanged $100 million for €85.4 million, reflecting an average annual interest rate benefit of 1.21%.

On August 18, 2025, we executedtwo separate cross-currency swap agreements set to mature 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 amount of $300 million and was designated as a net investment hedge. The 2025 Cross-currency swap agreements expiring in 2030 includesix 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%. For additional information regarding the 2025 Cross-currency swap agreements, see Note 16, Subsequent events.

On April 25, 2024, we executedtwo separate term cross-currency swap agreements set to mature 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 2024 Cross-currency swap agreements had a notional principal amount of $250 million and was designated as a net investment hedge. The 2024 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 2024 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%.

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 swaps for the three and six months ended June 30, 2026 and June 29, 2025:

Balance sheet presentation

The following table presents the locations in the condensed consolidated balance sheet and fair value of derivative instruments as of June 30, 2026 and December 31, 2025:

See Note 12 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 wasno ineffectiveness related to our cash flow hedges during the three and six months ended June 30, 2026 and June 29, 2025.

Trade receivables

The allowance for credit losses as of June 30, 2026 and December 31, 2025 was $4.4 million and $4.0 million, respectively. The current portion of the allowance for credit losses, which was $3.2 million and $2.6 million as of June 30, 2026 and December 31, 2025, respectively, was recognized as a reduction of accounts receivable, net.

Note 11 —Fair value measurement

The following tables provide information regarding our financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025:

Valuation Techniques

Our financial assets valued based upon Level 1 inputs consist 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) and asset impairments (Note 6).

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.

The following table provides information regarding changes in our contingent consideration liabilities for the six months ended June 30, 2026:

(1) As of June 30, 2026, the liability consisted largely of the estimated contingent consideration associated with our 2023 acquisition of Palette Life Sciences AB ("Palette"). Timing of payment is contingent on the resolution of the legal matters discussed in Note 14.

Note 12 —Shareholders' equity

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Our diluted earnings per share calculation follows the control number concept, using income from continuing operations as the control number to assess whether potential common stock equivalents are dilutive. Once these securities are determined to be dilutive for continuing operations, the same weighted‑average dilutive share equivalents must be included in the diluted earnings per share calculations for all other categories of income or loss, even when their inclusion is anti‑dilutive for those categories.

The following table provides a reconciliation of basic to diluted weighted average shares outstanding:

The weighted average number of shares that were antidilutive and therefore excluded from the calculation of earnings per share was 1.3 million for the three and six months ended June 30, 2026 and 1.5 million and 1.3 million for the three and six months ended June 29, 2025, respectively.

On December 9, 2025, the Board of Directors authorized a share repurchase program for up to $1 billion of our common stock. During the three months ended June 30, 2026, as part of the share repurchase program, we repurchased 1.9 million shares of our common stock for $250.0 million through open market transactions at an average price per share of $130.85. As of June 30, 2026, we had $750.0 million remaining available under the authorization.

The following tables provide information relating to the changes in accumulated other comprehensive loss, net of tax, for the six months ended June 30, 2026 and June 29, 2025:

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 and six months ended June 30, 2026 and June 29, 2025:

(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 13 —Taxes on income from continuing operations

The effective income tax rate for the three and six months ended June 30, 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 six months ended June 30, 2026 reflects a net cost related to share-based compensation. The effective income tax rate for the three and six months ended June 29, 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 all periods reflect a tax benefit from research and development tax credits.

A significant number of jurisdictions, including EU member states, have enacted legislation to establish a 15% global minimum tax in accordance with both the established Pillar Two framework and guidance subsequently published by the Organization for Economic Co-operation and Development (the "OECD"). On January 5, 2026, the OECD/G20 released the Side-by-Side package ("SbS"), implemented as administrative guidance and modifying the operation of Pillar Two rules. The SbS package introduces simplifications and new safe harbors for U.S. and other multinational companies where domestic and international tax systems meet robust requirements to coexist with Pillar Two. Such safe harbor would fully exempt U.S.-parented groups from the application of two of the three Pillar Two top up taxes.

The SbS package is expected to be available for fiscal years beginning on or after January 1, 2026. However, the safe harbors are not self‑executing and require domestic legislation by each Inclusive Framework member, subject to local legislative processes and timelines, as well as potential European Union ("EU") guidance related to the EU Minimum Tax Directive. The SbS package did not have a material impact on our results of operations during the first six months of 2026. We continue to monitor ongoing developments and assess the potential impact of the SbS package on our 2026 results of operations and future cash tax obligations.

The SbS package also extends the current Transitional Country-by-Country Reporting (CbCR) Safe Harbor by one year, through the end of fiscal year 2027.

Note 14 —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 June 30, 2026, we have recorded $0.6 million and $3.2 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 June 30, 2026. 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 June 30, 2026, we have recorded accrued liabilities of $0.7 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.

In April 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 received $25.0 million in monetary consideration in connection with the settlement, which was recognized as a gain and is reflected within selling, general and administrative expenses within the condensed consolidated statements of income for the three and six months ended June 30, 2026. The settlement fully resolves the litigation, with no admission of liability by the other medical device company or by Teleflex.

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. 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. Following the modification in legislation in 2025, we remitted payments to the related regions to settle obligations for the years 2015 through 2018 and recorded an adjustment to our reserve calculations for the years 2019 through 2025. As of June 30, 2026, our reserve related to this matter was $21.5 million.

As part of our acquisition of Palette in 2023, the assets of which are included within the Strategic Divestitures, we identified certain foreign tax liabilities that had not been properly recognized and paid by Palette prior to our acquisition. We will retain these liabilities following the Strategic Divestitures. As part of our acquisition accounting, we have established a liability of $4.6 million, representing our best estimate of the outstanding tax liabilities including interest as of June 30, 2026. In February 2024, we requested the relevant foreign tax authority to reassess 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. In October 2025, we received a decision denying our request for reassessment. We strongly disagree with the tax authority’s decision and in December 2025, we renewed our reassessment request. In November 2025, we received a notice of audit from the foreign tax authority for tax years 2023 and 2024, which years are not part of the reassessment request. We are working with the tax authority to resolve the matter and intend to defend the position stated in our reassessment requests vigorously. If we are unsuccessful in resolving the matter with the tax authority, we may be required to pay an amount in excess of our current established liability, which could be material.

In April 2026, a complaint was filed against Teleflex in the Superior Court of the State of Delaware in connection with our 2023 acquisition of Palette. The complaint asserts claims by the former shareholders of Palette for alleged breach of the applicable stock purchase agreement and seeks, among other things, payment of contingent consideration, consisting of Milestone Payments of $46.7 million (refer to Note 11, Fair value measurement, for additional information pertaining to our contingent consideration liabilities, which includes the aforementioned Milestone Payments), as well as damages, interest and attorneys’ fees. The matter involves, in part, disputes regarding indemnification rights over certain tax-related matters and, to the extent of any losses suffered by Teleflex with respect to these matters, Teleflex’s right under the stock purchase agreement to withhold and offset any such losses against the amounts payable as Milestone Payments. We deny any allegations of wrongdoing asserted in this complaint and plan to vigorously defend against these claims. At this time, we are unable to determine whether we will be required to make payment of all or any portion of the Milestone Payments or reasonably estimate a range of possible loss, if any, resulting from this litigation.

Tax audits and examinations: We are routinely subject to tax examinations by various tax authorities. As of June 30, 2026, the most significant tax examinations in process were in Germany, the United States and Sweden. 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 15 —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 hospitals and healthcare providers. The products of these segments are most widely used in high-acuity emergent procedures and in general and specialty surgical applications.

The following tables present our segment results for the three and six months ended June 30, 2026 and June 29, 2025:

(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 charges, separation costs and impairment charges. See reconciliation of segment operating profit measures for further details.

(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.

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

Note 16 —Subsequent events

2025 Cross-currency swap

On July 9, 2026, we terminated the 2025 Cross-currency swap agreements and 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 "2026 CHF Cross-currency swap agreements"). Each of the 2026 CHF Cross-currency swap agreements had a notional amount of $300 million and was designated as a net investment hedge. The 2026 CHF Cross-currency swap agreements expiring in 2030 includesix different financial institution counterparties and notionally exchanged $300 million for CHF 248.8 million at an annual interest rate of 3.77%. The 2026 CHF Cross-currency swap agreements expiring in 2032 include four different financial institution counterparties and notionally exchanged $300 million for CHF 251.8 million at an annual interest rate of 3.66%. The 2026 CHF cross-currency swaps were off-market at inception. The off-market value will be amortized ratably into earnings over the remaining life of each swap. The interest rate component will remain in AOCI until the underlying net investment is sold or substantially liquidated. The impact to our financial statements was immaterial as a result of the termination of the 2025 Cross-currency swap agreements.

Strategic Divestitures - OEM

On August 3, 2026, we completed the sale of the OEM business in connection with the Strategic Divestitures described in Note 5, Discontinued operations. We received net cash proceeds of $1.5 billion (approximately $1.2 billion after-tax) and estimate that we will recognize a pre-tax gain on the sale of approximately $1.0 billion, subject to certain working capital and other customary adjustments. In connection with the sale, we finalized several ancillary agreements with Montagu and Kohlberg, which have varying durations extending up to 24 months, to facilitate the transfer of the business and cover transition support, quality, distribution, supply, development and manufacturing services. We will account for these services separately from the sale, primarily within selling, general and administrative expenses within continuing operations, as they were negotiated primarily to benefit Montagu and Kohlberg and do not represent part of the consideration transferred for the divestiture. Subsequent to the completion of the OEM sale, we utilized a portion of the net cash proceeds to pay off the $700 million term A-2 loan facility.