TELEFLEX INC
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
TFX$150.87-0.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0000096943-26-000095
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0000096943-26-000109
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 103 previous paragraphs and 118 current paragraphs.
50 unchanged; 29 reworded; 35 added; 23 removed; 1 previous and 4 current paragraphs rearranged.
Tables are not compared: 12 previous and 12 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 (35)
Current report
Separately, the Acute Care and IU businesses sale is currently anticipated to be completed by the end of 2026. However, timing remains subject to the regulatory process and other customary closing conditions, and closing may extend into 2027. Upon closing, we expect to receive gross cash proceeds of approximately $530 million, subject to certain working capital and other customary adjustments and transaction costs.
Current report
Change in reportable segments
Current report
During the third quarter of 2026, our chief operating decision maker changed the way he reviews financial information for purposes of assessing business performance and allocating resources from a geographically based business unit presentation to a product based business unit presentation. As a result, we now have the following three reportable segments: Vascular, Interventional and Surgical, which are consistent with our identified reporting units. Additionally, our chief operating decision maker now evaluates segment operating profit using a revised measure that differs from the prior measure, which, amongst other changes, no longer includes certain shared logistics and distribution costs. All prior comparative periods presented have been recast to conform to the current period presentation. These changes in methodology have no impact on our consolidated financial results.
Current report
Additionally, because of the change to each of our reporting units, we reallocated the goodwill balances based on the relative fair values of the reporting units and performed goodwill impairment analyses on our reporting units both before and after the reallocation. The estimated fair value of all three reporting units exceeded their carrying value, and no impairment was recorded. The estimated fair value of each reporting unit is sensitive to changes in key assumptions, including projected revenue growth, operating margin and discount rate. The estimated fair value of our Interventional reporting unit exceeded its carrying value by approximately 15%. A hypothetical 1% increase in our discount rate estimate, holding other assumptions constant, would reduce the excess of fair value over carrying value of the Interventional reporting unit to less than 5%. Adverse changes in these assumptions or in market conditions could result in an impairment charge in a future period.
Current report
Following that ruling, the U.S. government established a process for submitting refund requests for tariffs that had been collected under IEEPA, and we submitted several such requests. During the third quarter of 2026, we received approval and payment for substantially all of our submitted refund requests and recognized a benefit of $25.3 million within continuing operations, which reduced cost of goods sold in the condensed consolidated statements of income for the three and nine months ended September 30, 2026. Including refunds related to products associated with the Strategic Divestiture businesses, total refund payments were $39.2 million. The $13.9 million related to the Strategic Divestitures was recorded within discontinued operations. We anticipate submitting additional refund requests during the fourth quarter of 2026 under the final phase of the IEEPA tariff refund process. We have not recorded a receivable related to these additional requests as of September 30, 2026.
Current report
Net revenues for the three months ended September 30, 2026 increased $0.9 million, or 0.2%, compared to the prior year period, primarily attributable to a $6.0 million increase in sales volumes of existing products and, to a lesser extent, price increases and an increase in sales of new products, partially offset by the prior period including a favorable adjustment to our reserves related to the Italian payback measure, which did not recur.
Current report
Gross margin for the nine months ended September 30, 2026 increased 270 basis points, or 4.7%, compared to the prior year period, primarily due to a net decrease in inventory step-up charges related to the VI Business acquisition and the benefit from IEEPA tariff refunds, partially offset by an increase in costs for quality remediation and excess and obsolete inventory charges.
Current report
Selling, general and administrative expenses for the three months ended September 30, 2026 increased $13.3 million compared to the prior year period, which was primarily attributable to higher performance related employee-benefit expenses, an increase in marketing expenses and higher IT related costs.
Current report
Research and development expenses for the three months ended September 30, 2026 decreased $1.3 million compared to the prior year period, which was primarily attributable to lower European Union Medical Device Regulation related costs, partially offset by higher project spend within our Interventional product portfolio.
Current report
Research and development expenses for the nine months ended September 30, 2026 increased $36.4 million compared to the prior year period, which was due to higher project spend within our Interventional product portfolio primarily associated with the acquired VI Business.
Current report
Restructuring charges, separation costs and impairment charges for the three and nine months ended September 28, 2025 primarily consisted of an asset impairment charge of $100.0 million related to our Titan SGS asset group.
Current report
(1) The effective income tax rates for the three and nine months ended September 30, 2026 represent income tax expense. The effective income tax rates for the three and nine months ended September 28, 2025 represent an income tax benefit.
Current report
Discontinued operations generated income for the three and nine months ended September 30, 2026, compared to losses for the prior year periods. The favorable change was primarily driven by the gain on sale of the OEM business, net of tax, recognized in the third quarter of 2026, and the non-recurrence of a goodwill impairment charge recognized during the third quarter of 2025. The increases from discontinued operations were partially offset by higher separation costs. Income from discontinued operations for the three and nine months ended September 30, 2026 also includes a deferred tax benefit, related to a prior impairment of certain intangible assets, arising from a change in tax status of an entity occurring in connection with the Strategic Divestitures.
Current report
*Percentage greater than 100%, or not meaningful.
Current report
Vascular
Current report
Vascular net revenues for the three months ended September 30, 2026 increased $11.0 million, or 4.7%, compared to the prior year period, which was primarily attributable to a $7.1 million increase in sales volumes of existing products and price increases.
Current report
Vascular net revenues for the nine months ended September 30, 2026 increased $49.0 million, or 7.2%, compared to the prior year period, which was primarily attributable to a $29.0 million increase in sales volumes of existing products, favorable fluctuations in foreign currency exchange rates and price increases.
Current report
Vascular operating profit for the three months ended September 30, 2026 increased $14.3 million, or 17.3%, compared to the prior year period, which was primarily attributable to an increase in gross profit resulting from higher sales, price increases and favorable mix, partially offset by an increase in marketing expense.
Current report
Vascular operating profit for the nine months ended September 30, 2026 increased $39.1 million, or 16.5%, compared to the prior year period, which was primarily attributable to an increase in gross profit resulting from higher sales and price increases.
Current report
Interventional
Current report
Interventional net revenues for the three months ended September 30, 2026 decreased $5.6 million, or 2.6%, compared to the prior year period, which was primarily attributable to a $3.5 million decrease in sales volumes of existing products and price decreases.
Current report
Interventional net revenues for the nine months ended September 30, 2026 increased $196.8 million, or 45.8%, compared to the prior year period, which was primarily attributable to net revenues of $198.1 million generated by the acquired VI Business, partially offset by decreases in sales volumes of existing products.
Current report
Interventional operating profit for the three months ended September 30, 2026 increased $30.3 million compared to the prior year period, which was primarily due to an increase in gross profit stemming from the prior year period including an adverse impact from the amortization of the fair value step-up in inventory recognized in connection with the VI Business acquisition, which did not recur, partially offset by higher manufacturing costs.
Current report
Interventional operating profit for the nine months ended September 30, 2026 increased $4.4 million, or 7.3%, compared to the prior year period, which was primarily attributable to increases in gross profit resulting from higher sales generated by the acquired VI Business and the favorable impact stemming from a net decrease in inventory step-up charges related to the VI Business acquisition, partially offset by higher operating expenses associated with the VI Business acquisition.
Current report
Surgical
Current report
Surgical net revenues for the three months ended September 30, 2026 increased $4.5 million, or 4.2%, compared to the prior year period, which was primarily attributable to a $2.4 million increase in sales volume of existing products, a $1.3 million increase in sales of new products and price increases.
Current report
Surgical net revenues for the nine months ended September 30, 2026 increased $25.9 million, or 8.4%, compared to the prior year period, which was primarily attributable to an $11.5 million increase in sales volumes of existing products, a $7.0 million increase in sales of new products and price increases.
Current report
Surgical operating profit for the three months ended September 30, 2026 increased $9.1 million, or 20.9%, compared to the prior year period, which was due to an increase in gross profit, reflecting higher sales and price increases, and lower research and development expenses.
Current report
Surgical operating profit for the nine months ended September 30, 2026 increased $38.4 million, or 34.3%, compared to the prior year period, which was primarily attributable to an increase in gross profit resulting from higher sales, favorable mix, and price increases in addition to lower contingent consideration and research and development expenses.
Current report
During the three and nine months ended September 30, 2026, we repurchased 0.5 million and 2.4 million shares of our common stock for $58.6 million and $308.6 million, respectively, through open market transactions at an average price of $129.74 and $130.64 per share, respectively.
Current report
Additionally, during the third quarter, we entered into an accelerated share repurchase program to repurchase an aggregate of $250.0 million of our common stock. Under this agreement, 1.4 million shares of common stock, representing 80% of the $250.0 million aggregate, were delivered and included in treasury stock during the three months ended September 30, 2026. The initial shares received were calculated based on a price per share of $138.89, which was the closing share price of our common stock on August 6, 2026. Final settlement under the agreement occurred on October 7, 2026, at which time we received 0.5 million additional shares of common stock. The total shares received were calculated based on a price per share of $129.43, which was based on volume-weighted average prices of our common stock during the accelerated share repurchase period less a discount.
Current report
As of September 30, 2026, we had $441.4 million remaining available under the authorization. Subsequent to September 30, 2026 and through the date of this report, we repurchased an additional 0.3 million shares of our common stock for $41.4 million through open market transactions at an average price of $125.13. Giving effect to these repurchases, $400.0 million remains available under the authorization.
Current report
Commencing on July 1, 2026, the first day of the third quarter, through the date of this report, we repurchased 2.7 million shares of our common stock for $350.0 million (average price of $128.96 per share). Commencing on January 1, 2026 through the date of this report, we repurchased 4.6 million shares for $600.0 million (average price of $129.74 per share). In each case, the activity reflects both the open market transactions and the accelerated share repurchase program described above.
Current report
Net cash provided by discontinued operations was $1.5 billion for the nine months ended September 30, 2026, compared to net cash provided by discontinued operations of $153.7 million for the nine months ended September
Current report
28, 2025. The $1.4 billion increase was primarily attributable to proceeds from the sale of the OEM business and IEEPA tariff refunds, partially offset by higher separation costs related to the Strategic Divestitures.
Removed paragraphs (23)
Previous report
On August 3, 2026, we completed the sale of the OEM business in connection with the Strategic Divestitures. 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. 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.
Previous report
During the second quarter of 2026, the U.S. government established a process for submitting refund requests for tariffs that had been collected under IEEPA, and we submitted several such requests. As of June 30, 2026, we have recorded a receivable for an immaterial amount of tariffs approved for refund to date; however, we have not recorded a receivable for the remaining submitted tariff refund requests. Subsequent to June 30, 2026, we received approval for a significant portion of our submitted refunds and expect to recognize a benefit during the third quarter of 2026.
Previous report
Net revenues for the three months ended June 30, 2026 increased $127.8 million, or 28.9%, compared to the prior year period, primarily due to net revenues of $99.0 million generated by the acquired VI Business and a $17.2 million increase in sales volumes of existing products.
Previous report
Gross margin for the three months ended June 30, 2026 decreased 190 basis points, or 3.2%, compared to the prior year period, primarily due to the adverse impact from tariffs enacted in 2025, the lower gross margin profile of the VI Business and amortization of intangible assets related to the VI Business.
Previous report
Selling, general and administrative expenses for the six months ended June 30, 2026 increased $149.1 million compared to the prior year period, which was primarily attributable to operating, integration and amortization expenses associated with the acquired VI Business, the unfavorable impact of the benefit recognized in the prior period from non-designated foreign currency forward contracts designed to hedge against the cash consideration for the VI Business, and to a lesser extent, expenses associated with the Strategic Divestitures restructuring plan and severance expense related to our former CEO. The increases in selling, general and administrative expenses were partially offset by a gain recognized from the Litigation settlement and a decrease in contingent consideration expense.
Previous report
Research and development expenses for the three months ended June 30, 2026 increased $18.6 million compared to the prior year period, which was primarily attributable to expenses associated with the acquired VI Business.
Previous report
Research and development expenses for the six months ended June 30, 2026 increased $37.7 million compared to the prior year period, which was primarily attributable to expenses associated with the acquired VI Business.
Previous report
Restructuring charges and separation costs
Previous report
Income from discontinued operations for the three months ended June 30, 2026 increased $3.5 million compared to the prior year period, primarily due to a $21.1 million gain resulting from adjustments to the valuation allowance on assets held for sale and lower tax expense, partially offset by increases in separation costs related to the Strategic Divestitures.
Previous report
Americas
Previous report
Americas net revenues for the three months ended June 30, 2026 increased $43.8 million, or 14.4%, compared to the prior year period, which was primarily attributable to net revenues of $26.7 million generated by the acquired VI Business and a $9.8 million increase in sales volumes of existing products.
Previous report
Americas net revenues for the six months ended June 30, 2026 increased $86.7 million, or 14.6%, compared to the prior year period, which was primarily attributable to net revenues of $49.8 million generated by the acquired VI Business and a $21.7 million increase in sales volumes of existing products.
Previous report
Americas operating profit for the three months ended June 30, 2026 increased $33.2 million, or 30.4%, compared to the prior year period, which was primarily attributable to increases in gross profit resulting from higher sales generated by both the acquired VI and legacy businesses and decreases in contingent consideration expense. The increase in operating profit was partially offset by higher operating costs of the acquired business.
Previous report
Americas operating profit for the six months ended June 30, 2026 increased $46.2 million, or 20.4%, compared to the prior year period, which was primarily attributable to increases in gross profit resulting from higher sales generated by both the acquired VI and legacy businesses and decreases in contingent consideration expense. The increase in operating profit was partially offset by higher operating costs of the acquired business and higher sales and marketing expenses associated with our legacy businesses.
Previous report
EMEA
Previous report
EMEA net revenues for the three months ended June 30, 2026 increased $55.6 million, or 62.0%, compared to the prior year period, which was primarily attributable to net revenues of $44.6 million generated by the acquired VI Business and increases in sales volumes of existing products.
Previous report
EMEA net revenues for the six months ended June 30, 2026 increased $119.7 million, or 69.4%, compared to the prior year period, which was primarily attributable to net revenues of $94.7 million generated by the acquired VI Business, $11.4 million of favorable fluctuations in foreign currency exchange rates and an $11.0 million increase in sales volumes of existing products.
Previous report
EMEA operating profit for the three and six months ended June 30, 2026 decreased $9.3 million, or 52.5%, and $10.4 million, or 33.5%, respectively, compared to the prior year periods, which was primarily attributable to increases in operating costs associated with the acquired VI Business, partially offset by increases in gross profit resulting from higher sales generated by both the acquired VI and legacy businesses.
Previous report
Asia
Previous report
Asia net revenues for the three months ended June 30, 2026 increased $28.4 million, or 59.5%, compared to the prior year period, which was primarily attributable to net revenues of $27.7 million generated by the acquired VI Business.
Previous report
Asia net revenues for the six months ended June 30, 2026 increased $55.4 million, or 61.9%, compared to the prior year period, which was primarily attributable to net revenues of $53.6 million generated by the acquired VI Business.
Previous report
Asia operating profit for the three and six months ended June 30, 2026 increased $10.5 million, or 235.3%, and $21.8 million, or 241.0%, respectively, compared to the prior year periods, 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 and amortization expenses associated with the acquired VI Business.
Previous report
Net cash used in discontinued operations was $13.3 million for the six months ended June 30, 2026, compared to net cash provided by discontinued operations of $77.4 million for the six months ended June 29, 2025. The $90.7 million decrease was primarily attributable to unfavorable operating results stemming from higher separation costs related to the Strategic Divestitures.
Reworded paragraphs (29)
Previous wording
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, which were approved at such 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.
Current wording
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, which were approved at such 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").
Previous wording
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.
Current wording
On August 3, 2026, we completed the sale of the OEM business in connection with the Strategic Divestitures. We received net cash proceeds of $1.5 billion ($1.3 billion after-tax) and recognized a pre-tax gain on sale of $1.0 billion upon the derecognition of the related assets and liabilities. Our accounting for the sale remains 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 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.
Previous wording
Separately, the Acute Care and IU businesses sale 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. For this transaction, we have also negotiated transition services agreements and other arrangements intended to govern ongoing activities between Teleflex and the buyer following the closing date of the transaction, 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, which we expect to complete at closing.
Current wording
For this transaction, we have also negotiated transition services agreements and other arrangements intended to govern ongoing activities between Teleflex and the buyer following the closing date of the transaction, 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, which we expect to complete at closing.
Previous wording
For additional information regarding the Strategic Divestitures, refer to Notes 5 and 16 within the condensed consolidated financial statements included in this report.
Current wording
For additional information regarding the Strategic Divestitures, refer to Note 5 within the condensed consolidated financial statements included in this report.
Previous wording
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 wording
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. to serve as the independent Chair of the Board. In connection with Mr. Kelly's departure, Mr. Kelly is entitled to 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.
Previous wording
On April 30, 2026, we announced the appointment of Jason Weidman as President and Chief Executive Officer, effective June 8, 2026. On that date, Mr. Weidman succeeded Stuart Randle, a member of our Board who had served as Interim President and CEO since January 2026, and also joined our Board. Mr. Randle continues to serve as a Board member.
Current wording
On April 30, 2026, we announced the appointment of Jason Weidman as President and Chief Executive Officer, effective June 8, 2026. On that date, Mr. Weidman succeeded Stuart Randle as Interim President and Chief Executive Officer since January 2026, and also joined our Board. Mr. Randle continues to serve as a Board member.
Previous wording
On April 9, 2026, we announced that Stephen Klasko, M.D., and John Heinmiller would conclude their respective Board terms at our 2026 annual meeting of stockholders on May 15, 2026 (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, was named Chairman of the Board, effective following the Annual Meeting.
Current wording
On May 15, 2026, Dr. Klasko and John Heinmiller concluded their respective Board terms at our 2026 annual meeting of stockholders. On that date, Michael J. Tokich was elected to our Board and, in connection with Dr. Klasko’s departure, Andrew A. Krakauer was named Chairman of the Board. On September 8, 2026, Sean M. Salmon was elected to our Board.
Previous wording
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 (referred to as the "Litigation settlement"). 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 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.
Current wording
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 (referred to as the "Litigation settlement"). 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 within the condensed consolidated statements of income for the nine months ended September 30, 2026. The settlement fully resolves the litigation, with no admission of liability by the other medical device company or by Teleflex.
Previous wording
As used in this discussion, "new products" are products for which commercial sales have commenced within the past 36 months, and “existing products” are products for which commercial sales commenced more than 36 months ago. Discussion of results of operations items that reference the effect of one or more acquired and/or divested businesses or assets (except as noted below with respect to acquired distributors) generally reflects the impact of the acquisitions and/or divestitures within the first 12 months following the date of the acquisition and/or divestiture. In addition to increases and decreases in the per unit selling prices of our products to our customers, our discussion of the impact of product price increases and decreases also reflects the impact on the pricing of our products resulting from the elimination of the distributor, either through acquisition or termination of the distributor, from the sales channel. All of the dollar amounts in the tables are presented in millions unless otherwise noted.
Current wording
As used in this discussion, "new products" are products for which commercial sales have commenced within the past 36 months, and “existing products” are products for which commercial sales commenced more than 36 months ago. Discussion of results of operations items that reference the effect of one or more acquired and/or divested businesses or assets (except with respect to acquired distributors) generally reflects the impact of the acquisitions and/or divestitures within the first 12 months following the date of the acquisition and/or divestiture. In addition to increases and decreases in the per unit selling prices of our products to our customers, our discussion of the impact of product price increases and decreases also reflects the impact on the pricing of our products resulting from the elimination of the distributor, either through acquisition or termination of the distributor, from the sales channel. All of the dollar amounts in the tables are presented in millions unless otherwise noted.
Previous wording
Net revenues for the six months ended June 30, 2026 increased $261.8 million, or 30.6%, compared to the prior year period, primarily due to net revenues of $198.1 million generated by the acquired VI Business, a $31.9 million increase in sales volumes of existing products and $15.1 million of favorable fluctuations in foreign currency exchange rates.
Current wording
Net revenues for the nine months ended September 30, 2026 increased $262.7 million, or 18.4%, compared to the prior year period, primarily due to net revenues of $198.1 million generated by the acquired VI Business and a $37.7 million increase in sales volumes of existing products, favorable fluctuations in foreign currency exchange rates and price increases.
Previous wording
Gross margin for the six months ended June 30, 2026 decreased 370 basis points, or 6.1%, 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, the lower gross margin profile of the VI Business and an increase in costs for quality remediation and excess and obsolete inventory charges.
Current wording
Gross margin for the three months ended September 30, 2026 increased 1,350 basis points, or 26.2%, compared to the prior year period, primarily due to the prior year period including an adverse impact from the amortization of the fair value step-up in inventory recognized in connection with the VI Business acquisition, which did not recur, the benefit from IEEPA tariff refunds and favorable fluctuations in foreign currency exchange rates. The increases in gross profit were partially offset by an increase in costs for quality remediation charges.
Previous wording
Selling, general and administrative expenses for the three months ended June 30, 2026 increased $76.0 million compared to the prior year period, which was primarily attributable to operating, integration and amortization expenses associated with the acquired VI Business, the unfavorable impact of the benefit recognized in the prior period from non-designated foreign currency forward contracts designed to hedge against the cash consideration for the VI Business, and expenses associated with the Strategic Divestitures restructuring plan. The increases in selling, general and administrative expenses were partially offset by a gain recognized from the Litigation settlement and a decrease in contingent consideration expense.
Current wording
Selling, general and administrative expenses for the nine months ended September 30, 2026 increased $162.5 million compared to the prior year period, which was primarily attributable to the prior year period including a benefit from non-designated foreign currency forward contracts designed to hedge against the cash consideration for the VI Business, which did not recur, and operating, integration and amortization expenses associated with the acquired VI Business. The increases in selling, general and administrative expenses were partially offset by a gain recognized from the Litigation settlement and a decrease in contingent consideration expense.
Previous wording
Restructuring charges, separation costs and impairment charges for the three and six months ended June 30, 2026 primarily consisted of termination benefits related to the Strategic Divestitures restructuring plan (defined below).
Current wording
Restructuring credits for the three months ended September 30, 2026, primarily consisted of changes in estimates with respect to termination benefits. Restructuring charges, separation costs and impairment charges for the nine months ended September 30, 2026 primarily consisted of termination benefits related to the Strategic Divestitures restructuring plan (defined below).
Previous wording
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 the majority of the restructuring and restructuring related charges will 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 wording
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 $34 million to $40 million. We expect the majority of the restructuring and restructuring related charges will 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.
Previous wording
The increase in interest expense for the three and six months ended June 30, 2026 compared to the prior year periods was 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.
Current wording
The increase in interest expense for the nine months ended September 30, 2026 compared to the prior year period was 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
During the three and six months ended June 30, 2026, we recognized a $1.2 million loss on extinguishment of debt due to the write-off of unamortized deferred financing costs in connection with the redemption of the 4.625% Senior Notes due 2027.
Current wording
During the nine months ended September 30, 2026, we recognized a $4.5 million loss on extinguishment of debt due to the write-off of unamortized deferred financing costs in connection with the redemptions of both the term A-2 loan facility and the 4.625% Senior Notes due 2027.
Previous wording
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.
Current wording
The effective income tax rate for the three and nine months ended September 30, 2026 include income tax expense for the remeasurement of deferred tax liabilities on certain intangible assets arising from a change in tax status of an entity, which occurred in connection with the Strategic Divestitures. 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 tax rate for the nine months ended September 28, 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 tax benefits from Foreign-Derived Deduction Eligible Income (FDDEI) and research and development tax credits.
Previous wording
Income from discontinued operations for the six months ended June 30, 2026 decreased $42.5 million compared to the prior year period, primarily due to increases in separation costs related to the Strategic Divestitures and a charge resulting from adjustments to the valuation allowance on assets held for sale, partially offset by lower tax expense. For additional information, see Note 5 to the condensed consolidated financial statements included in this report.
Current wording
For additional information, see Note 5 to the condensed consolidated financial statements included in this report.
Previous wording
(1)See Note 15 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, taxes and loss on extinguishment of debt.
Current wording
(2)See Note 15 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, taxes and loss on extinguishment of debt.
Previous wording
Comparison of the three and six months ended June 30, 2026 and June 29, 2025
Current wording
Comparison of the three and nine months ended September 30, 2026 and September 28, 2025
Previous wording
On July 9, 2026, we terminated the 2025 Cross-currency swap agreements and we simultaneously executed two new separate term cross-currency swap agreements with the same expiration dates and notional values (together, the "2026 CHF Cross-currency swap agreements"). The 2026 CHF Cross-currency swap agreements expiring in 2030 include six 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 accumulated other comprehensive income until the underlying net investment is sold or substantially liquidated. Each of the 2026 CHF Cross-currency swap agreements was designated a net investment hedge. The impact to our financial statements was immaterial as a result of the termination of the 2025 Cross-currency swap agreements.
Current wording
On August 18, 2025, we executed two 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. On July 9, 2026, we terminated the 2025 Cross-currency swap agreements and we simultaneously executed two new separate term cross-currency swap agreements with the same expiration dates and notional values (together, the "2026 CHF Cross-currency swap agreements"). The 2026 CHF Cross-currency swap agreements expiring in 2030 include six 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 accumulated other comprehensive income until the underlying net investment is sold or substantially liquidated. Each of the 2026 CHF Cross-currency swap agreements was designated a net investment hedge. The impact to our financial statements was immaterial as a result of the termination of the 2025 Cross-currency swap agreements.
Previous wording
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. Also, under the $1 billion share repurchase program, we intend to commence an accelerated share repurchase of $250 million of common stock, effective August 7, 2026.
Current wording
On December 9, 2025, the Board of Directors authorized a share repurchase program for up to $1 billion of our common stock.
Previous wording
Net cash provided by operating activities from continuing operations was $138.6 million for the six months ended June 30, 2026 as compared to net cash used in operating activities of $9.3 million for the six months ended June 29, 2025. The $147.9 million increase was primarily attributable to favorable changes in working capital, including lower tax payments and a decrease in cash outflows from inventories as we moderate our inventory levels, as well as proceeds from the Litigation settlement.
Current wording
Net cash provided by operating activities from continuing operations was $234.8 million for the nine months ended September 30, 2026 as compared to net cash provided by operating activities of $10.3 million for the nine months ended September 28, 2025. The $224.5 million increase was primarily attributable to favorable changes in working capital as well as proceeds from the Litigation settlement and IEEPA tariff refunds. The favorable changes in working capital were driven by lower tax payments, a favorable increase in accounts payable and accrued expenses, reflecting the timing of vendor payments, and a favorable increase related to accounts receivable, as the prior year period reflected the build-up of receivables that were not acquired with the VI Business.
Previous wording
Net cash used in investing activities from continuing operations was $81.4 million for the six months ended June 30, 2026, and primarily consisted of $39.5 million in net payments on swaps designated as net investment hedges and $32.8 million of capital expenditures.
Current wording
Net cash used in investing activities from continuing operations was $101.7 million for the nine months ended September 30, 2026, and primarily consisted of $54.4 million of capital expenditures and $38.3 million in net payments on swaps designated as net investment hedges.
Previous wording
Net cash used in financing activities from continuing operations was $127.0 million for the six months ended June 30, 2026, and primarily consisted of $250.0 million in repurchases of our common stock, $29.8 million in dividend payments, and $14.0 million of fees paid related to the new Credit Agreement and Senior Notes due 2032, partially offset by a $175.0 million increase in net borrowings under our Senior Credit Facility.
Current wording
Net cash used in financing activities from continuing operations was $1.6 billion for the nine months ended September 30, 2026, and primarily consisted of a $1.0 billion decrease in net borrowings under our Senior Credit Facility, $555.0 million in repurchases of our common stock, $43.7 million in dividend payments and $16.1 million of fees paid related to the new Credit Agreement and Senior Notes due 2032.
Previous wording
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). Under the new Credit Agreement, the maturity date of the revolving credit facility and the term A-1 loan facility were extended to May 26, 2031, while the maturity date of the term A-2 loan facility was extended to May 26, 2028.
Current wording
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). Under the new Credit Agreement, the maturity dates of the revolving credit facility and the term A-1 loan facility were extended to May 26, 2031, while the maturity date of the term A-2 loan facility was extended to May 26, 2028.
Previous wording
For additional information regarding borrowings, refer to Note 9 within the condensed consolidated financial statements included in this report.
Current wording
Subsequently, in August 2026 following 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 and to pay down $490.0 million of our revolving credit facility. For additional information regarding borrowings, refer to Note 9 within the condensed consolidated financial statements included in this report. We expect to fund estimated cash taxes arising from the gain on the sale of the OEM business in the fourth quarter of 2026 with borrowings under our revolving credit facility and cash on hand.
Previous wording
The Senior 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 June 30, 2026 and December 31, 2025 and for the six months ended June 30, 2026 is as follows:
Current wording
The Senior 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 30, 2026 and December 31, 2025 and for the nine months ended September 30, 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 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 U.S., 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 De…
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 ongoing conflicts 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 December 31, 2025. We expressly discl…
Excerpt shortened here; the source contains the full paragraph.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
Restructuring charges, separation costs and impairment charges
Current report — wording carried from elsewhere
The decrease in interest expense for the three months ended September 30, 2026 compared to the prior year period was due to a decrease in average outstanding debt balance and a lower average interest rate resulting from decreases in interest rates associated with our variable interest rate debt instruments.
Current report — wording carried from elsewhere
During the three months ended September 30, 2026, we recognized a $3.4 million loss on extinguishment of debt due to the write-off of unamortized deferred financing costs in connection with the redemption of the term A-2 loan facility.
Current report — wording carried from elsewhere
(1)See Note 3 to the condensed consolidated financial statements included in this report for a reconciliation of segment net revenues to our condensed consolidated net revenues from continuing operations.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
On August 18, 2025, we executed two 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 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%.