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TFX US Equity

Teleflex IncHealth Care · Surgical & Medical Instruments & Apparatus · CIK 96943 · FY ends Dec 31
$135.86
+3.94 (+2.99%)
USD · as of 2026-08-19 · marketstack

TFX · 10-K · period ended 2025-12-31

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filed 2026-02-27 · EDGAR original ↗

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a global provider of medical technology products focused on enhancing clinical benefits, improving patient and provider safety and reducing total procedural costs. We primarily design, develop, manufacture and supply medical devices used by hospitals and healthcare providers supporting high-acuity emergent procedures. Substantially all of our net revenues come from single-use medical devices. We market and sell our products

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worldwide through a combination of our direct sales force and distributors. Because our products are used in numerous markets and for a variety of procedures, we are not dependent upon any one end-market or procedure. We are focused on achieving consistent, sustainable and profitable growth by increasing our market share and improving our operating efficiencies.

We evaluate our portfolio of products and businesses on an ongoing basis to ensure alignment with our overall objectives. Based on our evaluation, we may seek to optimize utilization of our facilities through restructuring initiatives designed to further reduce our cost base and enhance our competitive position. In addition, we may continue to explore opportunities to expand the size of our business and improve our margins through a combination of acquisitions and distributor to direct sales conversions, which generally involve our elimination of a distributor from the sales channel, either by acquiring the distributor or terminating the distributor relationship (in some instances, the conversions involve our acquisition or termination of a master distributor and the continued sale of our products through sub-distributors). Our distributor to direct sales conversions are designed to facilitate improved product pricing and more direct access to the end users of our products within the sales channel. Further, we may identify opportunities to expand our margins through strategic divestitures of existing businesses and product lines that no longer meet our objectives.

Recent Strategic Actions

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

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

The Strategic Divestitures represent a single plan to exit certain product categories that, in aggregate, meet accounting requirements to be classified as discontinued operations and held for sale as of December 31, 2025. Information provided herein is presented on a continuing operations basis to reflect the impact of the Strategic Divestitures, unless otherwise indicated. For additional information regarding the Strategic Divestitures, refer to Note 5 to the consolidated financial statements included in this Annual Report on Form 10-K.

On January 8, 2026, we announced the departure of our 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.

Acquisition of BIOTRONIK Vascular Intervention business

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

On June 30, 2025, the first day of the third fiscal quarter of 2025, we completed the acquisition of the VI business for a net initial cash payment of €704.3 million, or $825.2 million, subject to certain working capital and other customary adjustments. Borrowings under the delayed draw term loan, discussed in Note 11 and within the Liquidity and Capital Resources section below, and our revolving credit facility were utilized to finance the

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acquisition, inclusive of transaction-related costs and other associated requirements.

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

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.

For additional information regarding the acquisition of the VI Business, refer to Note 4 to the consolidated financial statements included in this Annual Report on Form 10-K.

Impairment considerations

We test the recoverability of long-lived assets whenever events or circumstances indicate the carrying value of an asset may not be recoverable. During the first quarter of 2025, we identified indicators of a potential impairment related to the long-lived assets associated with our Titan SGS asset group, which primarily consists of intangible assets. The indicators of a potential impairment primarily arose from lower than expected sales of our Titan SGS product line and anticipated continuing reduced demand for bariatric surgery procedures in future periods, driven by the growing adoption of GLP-1 products. We performed a recoverability test, utilizing an updated long-term forecast reflecting higher uncertainty of revenue growth in future periods compared to previous estimates, and concluded that the undiscounted cash flows of the Titan SGS product line exceeded the carrying value of the related assets by approximately 10%. Accordingly, no impairment was recognized during the first quarter of 2025 related to the Titan SGS asset group. During the second quarter of 2025, the Titan SGS product line performed largely in line with the forecast used in the first quarter 2025 recoverability test.

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

See the "Results of Operations" section below for information on impairment considerations associated with discontinued operations.

Italian payback measure

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, in the fourth quarter of 2022 the various Italian regions issued invoices to medical device companies, including Teleflex, under the payback measure 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

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such years. During the third quarter of 2025, we remitted payment to the related regions to settle the years 2015 through 2018. As a result of the modification in the legislation, along with an adjustment to our calculation of the reserves related to years 2019 through 2025, we recognized a $23.7 million decrease in our reserve during the third quarter of 2025. The decrease in our reserve resulted in a corresponding increase to revenue for the year ended December 31, 2025, of which $9.0 million pertains to prior periods within continuing operations. As of December 31, 2025, our reserve related to this matter was $19.4 million.

Economic and other factors impacting our business

The healthcare industry has been, and may continue to be, adversely affected by government-led initiatives intended to reduce healthcare product costs, such as China’s volume-based procurement programs, which have impacted and may further impact our results. These initiatives have also affected, and may continue to affect, the demand for our products.

Our operations, supply chain, contractors, suppliers, customers and other business partners are impacted by various global macroeconomic factors. During 2025, we experienced a general stabilization in overall cost inflation however, recently enacted U.S. tariffs and accompanying retaliatory measures adversely impacted results, primarily due to higher import costs associated with our operations in the European Union, as well as to products manufactured in Mexico that are not currently compliant with the United States-Mexico-Canada Agreement (USMCA). We also continue to monitor the impacts stemming from currency exchange rate fluctuations, changes in interest rates driven by monetary policy decisions of central banks as well as ongoing geopolitical conflicts.

We have implemented various measures designed to mitigate the future impacts of these factors impacting our business, which include tariff specific measures such as supply chain optimization strategies, adjustments to chain-of-custody protocols, and increasing the proportion of USMCA-compliant products in our portfolio, in addition to pricing actions. Nevertheless, additional changes to proposed or enacted tariffs, including those resulting from the February 2026 ruling from the U.S. Supreme Court and any related developments that may follow from it, could materially impact our business, including gross margins and cash flows. The ultimate effect of tariffs and trade policy changes on our results of operations and cash flows will depend on several factors, including the timing, scale, scope, and nature of any tariffs or policies implemented, as well as any associated retaliatory measures.

Given the dynamic nature of these macroeconomic and other factors, we cannot accurately predict the extent or duration of their impact, or our ability to offset such effects on our business, results of operations, financial condition, and cash flows.

Results of Operations

As used in this discussion, "new products" are products for which commercial sales have commenced within the past 36 months, and “existing products” are products for which commercial sales commenced more than 36 months ago. Discussion of results of operations items that reference the effect of one or more acquired businesses (except to the extent noted below with respect to acquired distributors) generally reflects the impact of the acquisitions within the first 12 months following the date of the acquisition. 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 any elimination of distributors, either through acquisition or termination of the distributor, from the sales channel. All dollar amounts in tables are presented in millions unless otherwise noted.

Revenues

Net revenues for the year ended December 31, 2025 increased by $293.2 million, or 17.2%, compared to the prior year, primarily due to net revenues of $202.4 million generated by the acquired VI Business, a $35.7 million increase in sales volumes of existing products and $24.2 million in sales of new products. The increases in net revenues were also impacted by a $15.2 million net favorable impact from adjustments to our reserves related to the Italian payback measure, driven by the $9.0 million favorable adjustment pertaining to amounts reserved for prior years, recognized in the current period compared to an unfavorable adjustment of $6.2 million in the prior period, also pertaining to amounts reserved for prior years.

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Net revenues for the year ended December 31, 2024 decreased by $12.9 million, or 0.8%, compared to the prior year, primarily due to a $75.7 million decrease from the 2023 expiration of the manufacturing and supply transition agreement ("MSA") associated with our 2021 Respiratory business divestiture and, to a lesser extent, the unfavorable impact from an increase in our reserves related to the Italian payback measure. The decrease in net revenues was partially offset by a $33.5 million contribution from price increases and $28.4 million in sales of new products.

Gross profit

For the year ended December 31, 2025, gross margin decreased 480 basis points, or 7.9%, compared to the prior year, primarily due to the adverse impact from the amortization of the step-up in carrying value of inventory and intangible assets recognized in connection with the VI Business acquisition, the adverse impact from recently enacted tariffs, an increase in logistics and distribution costs and continued cost inflation from macro-economic factors, specifically with respect to labor and raw materials. The decrease in gross margin was partially offset by the favorable impact from a decrease in our reserves related to the Italian payback measure.

For the year ended December 31, 2024, gross margin increased 30 basis points, or 0.5%, compared to the prior year, primarily due to the favorable impact on gross margin of the 2023 expiration of the MSA associated with our 2021 Respiratory business divestiture, and price increases. The increase in gross margin was partially offset by the unfavorable impact from an increase in our reserves related to the Italian payback measure, cost inflation from macro-economic factors, specifically with respect to labor and raw materials and unfavorable fluctuations in foreign currency exchange rates.

Selling, general and administrative

Selling, general and administrative expenses increased $45.7 million for the year ended December 31, 2025, compared to the prior year, primarily attributable to $92.2 million in operating, integration and amortization expenses associated with the acquired VI Business, the impact of unfavorable fluctuations in foreign currency exchange rates related to operating activities and higher IT related costs, primarily driven by our ongoing development of a new ERP solution. The increases in selling, general and administrative expenses were partially offset by an $82.2 million benefit from non-designated foreign currency forward contracts designed to hedge against the cash consideration for the VI Business.

Selling, general and administrative expenses increased $51.8 million for the year ended December 31, 2024, compared to the prior year, primarily due to a benefit recognized in the prior year period resulting from decreases in the estimated fair value of our contingent consideration liabilities, whereas, in the current period, we recognized an expense due to increases in these liabilities and higher IT related costs that were primarily driven by our implementation of a new ERP solution.

Research and development

Percentage of revenues 7.3 % 6.4 % 6.6 %

Research and development expenses increased $35.8 million for the year ended December 31, 2025, compared to the prior year, which was primarily attributable to expenses incurred by the acquired VI Business.

Research and development expenses decreased $4.6 million for the year ended December 31, 2024, compared to the prior year, which was primarily attributable to lower European Union Medical Device Regulation related costs, partially offset by higher project spend within certain product categories.

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Pension settlement charge

Pension settlement charge $ — $ 132.7 $ 45.2

During the year ended December 31, 2024, we recognized net pre-tax settlement charges of $132.7 million related to our plan to terminate the Teleflex Incorporated Retirement Income Plan (the "TRIP") resulting from our purchase of a group annuity contract to provide participants, beneficiaries, and alternate payees the full value of their benefit under the plan.

During the year ended December 31, 2023, we recognized a pre-tax settlement charge of $45.2 million stemming from payments to eligible participants who elected a lump sum distribution under our plan to terminate the TRIP.

Restructuring charges, separation costs and impairment charges

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. We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the VI Business integration plan of $36 million to $44 million. We expect all the restructuring and restructuring related charges will result in future cash outlays, of which an estimated $10 million to $13 million are expected to occur during 2026. Additionally, we expect to incur $5 million to $7 million in aggregate capital expenditures under the VI Business integration plan, which are expected to be incurred mostly between 2026 and 2027. We expect to achieve annual pre-tax savings of $24 million to $30 million in connection with the VI Business integration plan once it is fully implemented and we expect to begin realizing a portion of these plan-related savings in 2026.

2024 Restructuring plan

In 2024, we initiated the "2024 restructuring plan," a strategic restructuring plan that was aimed at optimizing operations, reducing costs and enhancing efficiencies across our business lines and includes the relocation of select office administrative operations. The plan is substantially complete and as a result, we expect future restructuring expenses associated with the plan to be immaterial.

2024 Footprint realignment plan

In 2024, we initiated the "2024 Footprint realignment plan," encompassing several strategic restructuring initiatives. These initiatives primarily included the relocation of select manufacturing operations to existing lower-cost locations, the optimization of specific product portfolios through targeted rationalization efforts, the relocation of certain integral product development and manufacturing support functions, the optimization of certain supply chain activities and related workforce reductions. The plan is substantially complete and as a result, we expect future restructuring expenses associated with the plan to be immaterial.

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. We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the plan of $9 million to $12 million. These actions are expected to be substantially completed by the end of 2027. We expect to achieve annual pretax savings in connection with the 2023 Footprint realignment plan of $2 million to $4 million once the plan is fully implemented.

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The following table provides information regarding restructuring charges we have incurred with respect to each of our restructuring programs, separation costs and impairment charges for the years ended December 31, 2025, 2024, and 2023. The restructuring charges listed in the table primarily consist of termination benefits.

VI Business integration plan $ 21.2 $ — $ —

2024 Footprint realignment plan 3.0 7.1 —

Other restructuring programs 0.1 (1.2) 2.8

Total restructuring charges 24.5 9.7 4.2

Asset impairment charges (1) 108.1 7.8 —

Separation costs (2) 4.8 — —

(1)For the year ended December 31, 2025, we recognized asset impairment charges of $100.0 million related to our Titan SGS asset group and $8.1 million in connection with the cessation of occupancy at a leased facility. For the year ended December 31, 2024, we recorded impairment charges totaling $7.8 million related to a decrease in the carrying value of an equity investment and an impairment of a portion of our operating lease assets stemming from our cessation of occupancy of a specific facility.

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

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

Interest expense

Average interest rate on debt during the year 4.0 % 4.4 % 4.4 %

The increase in interest expense for the year ended December 31, 2025, compared to the prior year was primarily due to an increase in the average outstanding debt balance stemming from new borrowings utilized to fund the VI Business acquisition, partially offset by a lower average interest rate resulting from decreases in interest rates associated with our variable interest rate debt instruments.

The decrease in interest expense for the year ended December 31, 2024, compared to the prior year was primarily due to a decrease in our average outstanding debt balance.

Gain on sale of assets and business

Gain on sale of assets and business $ — $ — $ (4.4)

During the year ended December 31, 2023, we recognized a gain related to the second phase of the Respiratory divestiture.

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Taxes on income from continuing operations

The effective income tax rate for 2025 reflects a tax benefit associated with the impairment of the Titan SGS asset group. The effective income tax rate for 2025 also reflects nontaxable favorable adjustments incurred in relation to foreign currency exchange rates, largely stemming from non-designated foreign currency forward contracts designed to hedge against the cash consideration for the VI Business acquisition.

Tax benefits were recognized in both 2024 and 2023 related to the pension settlement charge recognized in connection with the termination of the TRIP. The effective income tax rate for 2023 reflects the impact of deferred charges resulting from a legal entity rationalization, the impact of a non-taxable contingent consideration adjustment recognized in connection with a decrease in the estimated fair value of our contingent consideration liabilities and a tax expense resulting from a deferred charge relating to the 2022 Restructuring Plan.

On July 4, 2025, the One Big Beautiful Bill (“OBBB”) Act was signed into law. The OBBB permanently extends several key provisions of the Tax Cuts and Jobs Act, including 100 percent bonus depreciation, domestic research cost expensing, and makes substantive modifications to the international tax framework. The legislation contains multiple effective dates, with certain provisions effective in 2025 and others phased in through 2027. The OBBB did not have a material impact on our 2025 results of operations. We continue to evaluate the impact of the OBBB's provisions that take effect in future years.

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 5th, 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 2. Such safe harbor would fully exempt U.S.-parented groups from the application of two of the three Pillar 2 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. 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.

Discontinued operations

(Loss) income from discontinued operations $ (964.2) $ 12.5 $ 212.8

The decrease in income from discontinued operations for the year ended December 31, 2025 compared to the prior year was driven by higher impairment charges in the current year, including those related to the valuation allowance on the disposal group and the Acute Care and IU North America goodwill impairments, and separation costs related to Strategic Divestitures.

The decrease in income from discontinued operations for the year ended December 31, 2024, compared to the prior year was primarily driven by a $240.0 million non-tax deductible goodwill impairment charge related to the Interventional Urology North America reporting unit, partially offset by an increase in gross profit driven by increased intra-aortic balloon pump sales.

For additional information regarding the Strategic Divestitures and discontinued operations, refer to Note 5 to the consolidated financial statements included in this Annual Report on Form 10-K.

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Segment Results

Segment Net Revenues

Year Ended December 31, % Increase/(Decrease)

Segment Operating Profit

Year Ended December 31, % Increase/(Decrease)

(1)See Note 18 to the consolidated financial statements included in this Annual Report on Form 10-K for a reconciliation of segment operating profit to our consolidated income from continuing operations before interest, loss on extinguishment of debt and taxes.

Americas

Americas net revenues for the year ended December 31, 2025 increased $122.3 million, or 10.6%, compared to the prior year, which was primarily attributable to net revenues of $49.0 million generated by the acquired VI Business, a $39.0 million increase in sales volumes of existing products, sales of new products and, to a lesser extent, price increases.

Americas net revenues for the year ended December 31, 2024 decreased $23.8 million, or 2.0%, compared to the prior year, which was primarily attributable to a $75.7 million decrease due to the 2023 expiration of the MSA associated with our 2021 Respiratory business divestiture. The decrease in net revenues was partially offset by $24.4 million in sales of new products, price increases and, to a lesser extent, an increase in sales volume of existing products.

Americas operating profit for the year ended December 31, 2025 increased $42.7 million, or 10.0%, compared to the prior year, which was primarily attributable to an increase in gross profit as a result of higher revenue from our legacy businesses as well as revenues generated by the acquired VI Business. The increase in operating profit was partially offset by the adverse impact from the amortization of the step-up in carrying value of inventory and intangible assets recognized in connection with the VI Business acquisition and an increase in contingent consideration expense resulting from changes in the estimated fair value of our contingent consideration liabilities.

Americas operating profit for the year ended December 31, 2024 decreased $34.5 million, or 7.5%, compared to the prior year, which was primarily attributable to an increase in contingent consideration expense resulting from changes in the estimated fair value of our contingent consideration liabilities, partially offset by decreases in sales expenses.

EMEA

EMEA net revenues for the year ended December 31, 2025 increased $132.1 million, or 38.8%, compared to the prior year, which was primarily attributable to net revenues of $102.3 million generated by the acquired VI Business and a $15.2 million net favorable impact from adjustments to our reserves related to the Italian payback measure, driven by the $9.0 million favorable adjustment pertaining to amounts reserved for prior years, recognized in the current period compared to an unfavorable adjustment of $6.2 million in the prior period, also pertaining to amounts reserved for prior years. The increases in net revenues were also impacted, to a lesser extent, by favorable fluctuations in foreign currency exchange rates.

EMEA net revenues for the year ended December 31, 2024 increased $23.3 million, or 7.3%, compared to the prior year, which was primarily attributable to a $13.2 million contribution from price increases, an $11.5 million increase in sales volumes of existing products and, to a lesser extent, an increase in sales of new products. The

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increase in net revenues was partially offset by the unfavorable impact from an increase in our reserves related to the Italian payback measure.

EMEA operating profit for the year ended December 31, 2025 decreased $36.3 million, or 71.4%, compared to the prior year, which was primarily attributable to the adverse impact from the amortization of the step-up in carrying value of inventory and intangible assets recognized in connection with the VI Business acquisition, as well as higher operating and integration costs of the acquired business and unfavorable fluctuations in foreign currency exchange rates. The decreases in operating profit were partially offset by an increase in gross profit as a result of an increase in revenues generated by the VI Business Acquisition, the net favorable impact from adjustments in our reserves related to the Italian payback measure and favorable product mix.

EMEA operating profit for the year ended December 31, 2024 increased $17.1 million, or 50.8%, compared to the prior year, which was primarily attributable to lower research and development expenses related to the European Union Medical Device Regulation and an increase in gross profit resulting from higher sales and price increases. The increase in operating profit was partially offset by an increase in sales expenses to support higher sales.

Asia

Asia net revenues for the year ended December 31, 2025 increased $38.8 million, or 19.2%, compared to the prior year, which was primarily attributable to net revenues of $51.1 million generated by the acquired VI Business, partially offset by price decreases primarily due to the implementation of volume-based procurement programs in China.

Asia net revenues for the year ended December 31, 2024 decreased $12.4 million, or 5.8%, compared to the prior year, which was primarily attributable to a $9.1 million decrease in sales volumes of existing products and $3.8 million of unfavorable fluctuations in foreign currency exchange rates.

Asia operating profit for the year ended December 31, 2025 decreased $29.8 million, or 65.1%, compared to the prior year, which was primarily attributable to a decrease in gross profit that was primarily attributed to the adverse impact from the amortization of the step-up in carrying value of inventory and intangible assets recognized in connection with the VI Business acquisition, price decreases and unfavorable product mix, partially offset by gross profit generated from higher sales resulting from the acquired VI Business. The decrease in operating profit was also impacted by operating and integration costs incurred by the acquired VI Business.

Asia operating profit for the year ended December 31, 2024 decreased $18.7 million, or 29.0%, compared to the prior year, which was primarily attributable to a decrease in gross profit resulting from lower sales and unfavorable impact from product mix, in addition to an increase in research and development and sales expenses.

Liquidity and Capital Resources

We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. Our principal source of liquidity is our cash flows provided by operating activities. Our cash flows provided by operating activities are reduced by cash used to, among other things, fulfill contractual obligations for minimum lease payments under noncancellable operating leases, which often extend beyond one year; the weighted average remaining lease term of our operating lease portfolio is 5.5 years. Our cash flows provided by operating activities are also reduced by cash used for unconditional legally binding commitments to purchase goods or services (i.e., purchase obligations), which are primarily related to inventory expected to be purchased within one year.

Other significant factors that affect our overall management of liquidity include contractual obligations such as scheduled principal and interest payments with respect to outstanding indebtedness and tax obligations. We may also be obligated to make payments for contingent consideration due to past acquisitions, the timing and amount of which may be uncertain, and the magnitude of which can vary from year to year. Other significant factors that affect our liquidity include certain actions controlled by management, such as capital expenditures, acquisitions, and dividends. Additionally, our liquidity may be affected by the Strategic Divestitures, including obligations under our interim operating model agreements with the buyers, share repurchases and debt repayment requirements pursuant to the terms of our debt agreements. See Note 11, Note 13 and Note 16 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information.

We believe our cash flow from operations, available cash and cash equivalents and borrowings under our revolving credit facility (which is provided for under the Credit Agreement) and accounts receivable securitization

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facility will enable us to fund our operating requirements, capital expenditures and debt obligations for the next 12 months and the foreseeable future.

Of our $378.6 million of cash and cash equivalents at December 31, 2025, $208.0 million was held at non-U.S. subsidiaries. We manage our worldwide cash requirements by monitoring the funds available among our subsidiaries and determining the extent to which we can access those funds on a cost effective basis.

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

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

On September 30, 2025, early in the fourth quarter and prior to the original October 4, 2025 maturity date, we terminated the 2023 Cross-currency swap agreements and executed new cross-currency swap agreements with five financial institution counterparties. Under these new cross-currency swap agreements, which mature in March 2026, we notionally exchanged $500 million at an annual interest rate of 4.63% for €474.7 million at an annual interest rate of 2.77%. Further, the zero cost foreign exchange collar contract associated with the 2023 Cross-currency swap agreements matured in October 2025.

On December 9, 2025, the Board of Directors authorized a share repurchase program for up to $1.0 billion of our common stock. The timing, price and actual number of shares of common stock that may be repurchased under the share repurchase authorization will depend on a variety of factors, including price, market conditions and corporate and regulatory requirements. The repurchases may occur in open market transactions, transactions structured through investment banking institutions, in privately negotiated transactions, by direct purchases of common stock or a combination of the foregoing, and the timing and amount of stock repurchased will depend on market and business conditions, applicable legal and credit requirements and other corporate considerations. The authorization of the repurchase program does not constitute a binding obligation to acquire any specific amount of common stock, and the repurchase program may be suspended or discontinued at any time.

We may at any time, from time to time, repurchase our outstanding debt securities in open market purchases, via tender offers or in privately negotiated transactions, exchange transactions or otherwise, at such price or prices as we deem appropriate. Such purchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors and may be commenced or suspended at any time.

Summarized Financial Information – Obligor Group

The 2027 Notes are issued by Teleflex Incorporated (the “Parent Company”), and payment of the Parent Company's obligations under the 2027 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.

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Summarized financial information for the Parent and Guarantor Subsidiaries (collectively, the “Obligor Group”) as of and for the year ended December 31, 2025 is as follows:

Obligor Group Intercompany Obligor Group (excluding intercompany)

Obligor Group Intercompany Obligor Group (excluding intercompany)

The same accounting policies as described in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 are used by the Parent Company and each of its subsidiaries in connection with the summarized financial information presented above. The Intercompany column in the table above represents transactions between and among the Obligor Group and non-guarantor subsidiaries (i.e., those subsidiaries of the Parent Company that have not guaranteed payment of the 2027 Notes). Obligor investments in non-guarantor subsidiaries and any related activity are excluded from the financial information presented above.

See "Financing Arrangements" below, as well as Note 11 and Note 12 to the consolidated financial statements included in this Annual Report on Form 10-K, for further information related to our borrowings and financial instruments.

Cash Flows

The following table provides a summary of our cash flows for the periods presented:

Year Ended December 31,

Cash flows from continuing operations provided by (used in):

Cash flows provided by (used in) discontinued operations 207.5 297.9 (344.0)

Cash Flow from Operating Activities

Net cash provided by operating activities from continuing operations was $96.7 million during 2025 and $301.9 million during 2024. The $205.2 million decrease was primarily attributable to unfavorable operating results and working capital. The unfavorable changes in working capital were primarily driven by a net increase in accounts receivable resulting from an increase in receivables associated with the VI Business (as we did not acquire certain trade receivables) and the prior period inflow from proceeds received from the TRIP termination included within prepaid expenses and other assets. Net cash provided by operating activities from continuing operations was also unfavorably impacted by recently enacted tariffs and acquisition and integration expenses associated with the VI Business.

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Net cash provided by operating activities from continuing operations was $301.9 million during 2024, and $206.1 million during 2023. The $95.8 million increase was primarily attributable to a decrease in cash outflows from inventories as we continued to moderate our inventory levels and surplus plan assets from the TRIP termination included within prepaid expenses and other assets. The increase in net cash provided from operating activities was partially offset by higher tax payments.

Cash Flow from Investing Activities

Net cash used in investing activities from continuing operations was $812.7 million during 2025, which primarily consisted of $831.9 million in net payments for businesses and intangibles acquired, primarily related to the VI Business acquisition, and $95.2 million of capital expenditures. These outflows were partially offset by $82.2 million in proceeds from the settlement of foreign currency forward contracts executed to hedge economically against the foreign currency exposure associated with the VI Business acquisition, $21.1 million in net proceeds on swaps designated as net investment hedges and $9.4 million in insurance settlement proceeds.

Net cash used in investing activities from continuing operations was $63.4 million during 2024, which primarily consisted of $90.4 million in capital expenditures, partially offset by $27.2 million in net proceeds on swaps designated as net investment hedges.

Cash Flow from Financing Activities

Net cash provided by financing activities from continuing operations was $611.5 million during 2025, which primarily consisted of $987.0 million in net proceeds from borrowings under our Senior Credit Facility, $300.0 million in repurchases of our common stock under the accelerated share repurchase agreement, $60.3 million in dividend payments, and contingent consideration payments of $15.5 million.

Net cash used in financing activities from continuing operations was $421.9 million during 2024, which primarily consisted of $200.0 million in repurchases of our common stock under the accelerated share repurchase agreement, a $161.5 million reduction in net borrowings under our Senior Credit Facility and $63.5 million in dividend payments.

Cash Flow from discontinued operations

Net cash provided from discontinued operations was $207.5 million during 2025 and $297.9 million during 2024. The $90.4 million decrease was primarily attributable to unfavorable operating results.

Net cash provided from discontinued operations was $297.9 million during 2024, compared to net cash used of $344.0 million during 2023. The $641.9 million increase was primarily attributable to higher net cash flows from investing activities due to the 2023 acquisition of Palette Life Sciences AB and higher net cash flows from operating activities due to favorable operating results.

For additional information regarding the Strategic Divestitures, refer to Note 5 to the consolidated financial statements included in this Annual Report on Form 10-K.

Financing Arrangements

Senior credit facility

Concurrent with the execution of the agreement to acquire the VI Business, we entered into an amendment to our Third Amended and Restated Credit Agreement (the “Credit Agreement”) on February 24, 2025, which, among other things, (a) provides for a delayed draw term loan facility in an aggregate principal amount of $500 million, to be available to be drawn on the date on which we consummate the VI Business acquisition and (b) permits us to borrow up to $550 million under the revolving facility provided for under the Credit Agreement on a limited condition basis on the date on which the VI Business acquisition is consummated. Borrowings under the delayed draw term loan are to bear interest at a rate per annum equal to the applicable margin plus, at our option, either (1) the highest of (i) the “Prime Rate” in the U.S. last quoted by The Wall Street Journal, (ii) 0.50% above the greater of the federal funds rate and the rate comprised of both overnight federal funds and overnight euro transactions denominated in U.S. dollars and (iii) 1.00% above the Term SOFR Rate for a one month interest period, plus an applicable margin ranging from 0.125% to 1.00%, in each case subject to adjustments based on our total net leverage ratio or (2) a Term Secured Overnight Financing Rate (“SOFR”) rate (which includes a credit spread adjustment of 10 basis points). The applicable margin for borrowings under the delayed draw term loan range from 1.125% to 2.00% for SOFR borrowings and from 0.125% to 1.00% for base-rate borrowings, in each case, depending on, at our election,

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either (x) our public corporate family rating or (y) our consolidated total net leverage ratio, in each case, based on the most recently ended fiscal quarter. The obligations under the delayed draw term loan will be guaranteed and secured on the same basis as the facilities provided for under the Credit Agreement. The delayed draw term loan will not amortize and will mature on the earlier of (x) the date that is two years after the date on which such loans are funded and (y) the maturity date for the revolving facility provided for under the Credit Agreement.

Subsequently, on June 24, 2025, we executed a further amendment to the Credit Agreement, increasing the aggregate principal amount of the delayed term loan facility by $200 million. After giving effect to the amendment, the delayed draw term loan facility provides for an aggregate amount of delayed draw term loan commitments of $700 million. On June 30, 2025, the first day of the third fiscal quarter of 2025, we drew $700 million under the delayed draw term loan facility in addition to $140 million of borrowings under our revolving credit facility to fund the VI Business acquisition, inclusive of transaction-related costs and other associated requirements.

At our option, loans under the Credit Agreement will bear interest at a rate equal to adjusted 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. Overdue loans will bear interest at the rate otherwise applicable to such loans plus 2.00%.

At December 31, 2025, we had $425.0 million in borrowings outstanding and $5.1 million in outstanding standby letters of credit under our $1.0 billion revolving credit facility. The maturity date of the revolving credit facility and the term loan facility under the Credit Agreement is November 4, 2027.

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 the 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 3.50 to 1.00. As of December 31, 2025, we were in compliance with the covenants in the Credit Agreement.

2027 and 2028 Senior Notes

As of December 31, 2025, the outstanding principal amount of our 2027 Notes and 2028 Notes (collectively the "Senior Notes") was $500 million, respectively. The indenture governing the Senior Notes contains covenants that, among other things and subject to certain exceptions, limit or restrict our ability, and the ability of our subsidiaries, to create liens; consolidate, merge or dispose of certain assets; and enter into sale leaseback transactions. The obligations under the Senior Notes are fully and unconditionally guaranteed, jointly and severally, by each of our existing and future 100% owned domestic subsidiaries that are a guarantor or other obligor under the Credit Agreement and by certain of our other 100% owned domestic subsidiaries. As of December 31, 2025, we were in compliance with all of the terms of our Senior Notes.

Accounts receivable securitization

We have an accounts receivable securitization facility under which we sell an undivided interest in domestic accounts receivable for consideration of up to $75 million to a commercial paper conduit. As of December 31, 2025 and 2024, we borrowed the maximum amount available of $75 million under this facility. This facility is utilized to provide increased flexibility in funding short term working capital requirements. The agreement governing the accounts receivable securitization facility contains certain covenants and termination events. An occurrence of an event of default or a termination event under this facility may give rise to the right of our counterparty to terminate this facility. As of December 31, 2025, we were in compliance with the covenants and none of the termination events had occurred.

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For additional information regarding our indebtedness, see Note 11 to the consolidated financial statements included in this Annual Report on Form 10-K.

Critical Accounting Policies and Estimates

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

We have identified the following as critical accounting estimates, which are defined as those that are reflective of significant judgments and uncertainties, are the most pervasive and important to the presentation of our financial condition and results of operations and could potentially result in materially different results under different assumptions and conditions. The following discussion should be considered in conjunction with the description of our accounting policies in Note 1 to the consolidated financial statements in this Annual Report on Form 10-K.

Inventory Utilization

Inventories are valued at the lower of cost or net realizable value. Factors utilized in the determination of estimated net realizable value and whether a reserve is required include (i) current sales data and historical return rates, (ii) estimates of future demand, (iii) competitive pricing pressures, (iv) new product introductions, (v) product expiration dates, and (vi) component and packaging obsolescence.

We review the net realizable value of inventory each reporting period and adjust as necessary. We regularly compare inventory quantities on hand against historical usage or forecasts related to specific items in order to evaluate obsolescence and excessive quantities. In assessing historical usage, we also qualitatively assess business trends to evaluate the reasonableness of using historical information in estimating future usage. Our inventory reserve was $37.2 million and $32.0 million at December 31, 2025 and 2024, respectively.

Long-Lived Assets

We assess the remaining useful life and recoverability of long-lived assets whenever events or circumstances indicate the carrying value of an asset may not be recoverable. For example, such an assessment may be initiated if, as a result of a change in expectations, we believe it is more likely than not that the asset will be sold or disposed of significantly before the end of its useful life or if an adverse change occurs in the business employing the asset. Significant judgments in this area involve determining whether such events or circumstances have occurred and determining the appropriate asset group requiring evaluation. The recoverability evaluation is based on various analyses, including undiscounted cash flow projections, which involve significant management judgment. Any impairment loss, if indicated, equals the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset.

Goodwill and Other Intangible Assets

Intangible assets include indefinite-lived assets (such as goodwill, certain trade names and in-process research and development ("IPR&D"), as well as finite-lived intangibles (such as trade names that do not have indefinite lives, customer relationships, intellectual property, distribution rights and non-competition agreements) and are, generally, obtained through acquisition. Intangible assets acquired in a business combination are measured at fair value and we allocate any excess purchase price over the fair value of the net tangible and intangible assets acquired in a business combination to goodwill. Considerable management judgment is necessary in making the assumptions used in the estimated fair value of intangible assets acquired in a business combination.

The costs of finite-lived intangibles are amortized to expense over their estimated useful life. Determining the useful life of an intangible asset requires considerable judgment as different types of intangible assets typically will have different useful lives. Goodwill and other indefinite-lived intangible assets are not amortized; we test these assets annually for impairment during the fourth quarter, using the first day of the quarter as the measurement date, or earlier upon the occurrence of certain events or substantive changes in circumstances that indicate an impairment may have occurred. Such conditions may include an economic downturn in a geographic market or a change in the assessment of future operations.

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Goodwill

Goodwill impairment assessments are performed at a reporting unit level. For purposes of this assessment, our reporting units are our operating segments, or, in certain cases, a business one level below our operating segments. Our identified reporting units did not change as a result of our Strategic Divestitures. As the fair values of our reporting units are more likely than not greater than the carrying values, no impairment was recorded as a result of the annual goodwill impairment testing performed during the fourth quarter of 2025. See Note 5 to the consolidated financial statements in this Annual Report on Form 10-K for additional information regarding impairment considerations related to discontinued operations.

In applying the goodwill impairment test, we may assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Qualitative factors may include, but are not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for our products and services, regulatory and political developments, and entity specific factors such as strategies and financial performance. If, after completing the qualitative assessment, we determine it is more likely than not that the fair value of a reporting unit is less than its carrying value, we proceed to a quantitative impairment test described below. Alternatively, we may test goodwill for impairment through the quantitative impairment test without conducting the qualitative analysis.

Under a quantitative impairment test we compare the fair value of a reporting unit to the carrying value. We estimate the fair value using a combination of the income approach, which is based on discounted cash flows derived from projected future earnings, and the market approach, which utilizes revenue and EBITDA multiples of comparable businesses observed in actual transactions or other market data. If the fair value of the reporting unit exceeds the carrying value, there is no impairment. If the reporting unit carrying value exceeds the fair value, we recognize an impairment loss based on the amount the carrying value of the reporting unit exceeds its fair value.

The more significant judgments and assumptions in determining fair value using in the Income Approach include (1) the amount and timing of expected future cash flows, which are based primarily on our estimates of future sales, operating income, industry trends and the regulatory environment of the individual reporting units, (2) the expected long-term growth rates of revenue and EBITDA for each of our reporting units, which approximate the expected long-term growth rate of the global economy and of the medical device industry, and (3) the discount rates that are used to estimate the present value of the future cash flows, which are based on an assessment of the risk inherent in the future cash flows of the respective reporting units along with various market based inputs. The more significant judgments and assumptions used in the Market Approach include (1) the determination of appropriate revenue and EBITDA multiples used to estimate a reporting unit’s fair value and (2) the selection of appropriate comparable companies to be used for purposes of determining those multiples. There were no changes to the underlying methods used in 2025 as compared to the valuations of our reporting units in the past several years.

Our expected future growth rates estimated for purposes of the goodwill impairment test are based on our estimates of future sales, operating income and cash flow and are consistent with our internal budgets and business plans, which reflect a modest amount of core revenue growth coupled with the successful launch of new products each year; the effect of these growth indicators more than offset volume losses from products that are expected to reach the end of their life cycle. Changes in assumptions underlying the Income Approach could cause a reporting unit's carrying value to exceed its fair value. While we believe our assumed growth rates of sales and cash flows are reasonable, the possibility remains that the revenue growth of a reporting unit may not be as high as expected, and, as a result, the estimated fair value of that reporting unit may decline. In this regard, if our strategy and new products are not successful and we do not achieve anticipated core revenue growth in the future with respect to a reporting unit, the goodwill in the reporting unit may become impaired and, in such case, we may incur material impairment charges. Moreover, changes in revenue and EBITDA multiples in actual transactions from those historically present could result in an assessment that a reporting unit’s carrying value exceeds its fair value, in which case we also may incur material impairment charges.

Other Intangible Assets

Intangible assets are assets acquired that lack physical substance and that meet the specified criteria for recognition apart from goodwill. Management tests indefinite-lived intangible assets for impairment annually, and more frequently if events or changes in circumstances indicate that an impairment may have occurred. Similar to the goodwill impairment test process, we may assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. If, after completing the qualitative assessment, we determine it is more likely than not that the fair value of the indefinite-lived intangible asset is greater than its carrying amount, the asset is not impaired. If we conclude it is more likely than not that the

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fair value of the indefinite-lived intangible asset is less than the carrying value, we then proceed to a quantitative impairment test, which consists of a comparison of the fair value of the intangible asset to its carrying amount. Alternatively, we may elect to forgo the qualitative analysis and test the indefinite-lived intangible asset for impairment through the quantitative impairment test.

In connection with intangible assets acquired in a business combination and quantitative impairment tests, we determine the estimated fair value using various methods under the Income Approach. The more significant judgments and assumptions used in the valuation of intangible assets may include revenue growth rates, royalty rate, obsolescence factor, distributor margin, discount rates, attrition rate, and operating margins. Each of these factors and assumptions can significantly impact the value of the intangible asset.

During 2025, we recognized a $100.0 million impairment charge related to our Titan SGS asset group, which consisted primarily of intangible assets. See "Restructuring charges, separation costs and impairment charges" within "Result of Operations" above as well as Note 9 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information.

Income Taxes

Our annual provision for income taxes and determination of the deferred tax assets and liabilities require management to assess uncertainties, make judgments regarding outcomes and utilize estimates. The difficulties inherent in such assessments, judgments and estimates are particularly challenging because we conduct a broad range of operations around the world, subjecting us to complex tax regulations in numerous international jurisdictions. As a result, we are at times subject to tax audits, disputes with tax authorities and potential litigation, the outcome of which is uncertain. In connection with its estimates of our tax assets and liabilities, management must, among other things, make judgments about the outcome of these uncertain matters.

Deferred tax assets and liabilities are measured and recorded using currently enacted tax rates that are expected to apply to taxable income in the years in which differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases are recovered or settled. The likelihood of a material change in our expected realization of these assets is dependent on future taxable income, our ability to use foreign tax credit carryforwards and carrybacks, final U.S. and non-U.S. tax settlements, changes in tax law, and the effectiveness of our tax planning strategies in the various relevant jurisdictions. While management believes that its judgments and interpretations regarding income taxes are appropriate, significant differences in actual experience may require future adjustments to our tax assets and liabilities, which could be material.

In assessing the realizability of our deferred tax assets, we evaluate positive and negative evidence and use judgments regarding past and future events, including results of operations and available tax planning strategies that could be implemented to realize the deferred tax assets. Based on this assessment, we determine when it is more likely than not that all or some portion of our deferred tax assets may not be realized, in which case we apply a valuation allowance to offset the amount of such deferred tax assets. To the extent facts and circumstances change in the future, adjustments to the valuation allowances may be required. The valuation allowance for deferred tax assets of $88.7 million and $88.4 million at December 31, 2025 and 2024, respectively, relates principally to the uncertainty of the utilization of tax loss and credit carryforwards in various jurisdictions.

Significant judgment is required in determining income tax provisions and in evaluating tax positions. We establish additional provisions for income taxes when, despite the belief that tax positions are supportable, there remain certain positions that do not meet the minimum probability threshold, which is a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority. In the normal course of business, we are examined by various federal, state and non-U.S. tax authorities. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of our provision for income taxes. We adjust the income tax provision, the current tax liability and deferred taxes in any period in which we become aware of facts that necessitate an adjustment. We are currently under examination in Germany, the United States and Sweden. The ultimate outcome of these examinations could result in increases or decreases to our recorded tax liabilities, which would affect our financial results. See Note 16 to the consolidated financial statements in this Annual Report on Form 10-K for additional information regarding our uncertain tax positions.

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New Accounting Standards

See Note 2 to the consolidated financial statements included in this Annual Report on Form 10-K for a discussion of recently issued accounting standards, including estimated effects, if any, of the adoption of those standards on our consolidated financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain financial risks, specifically fluctuations in market interest rates, foreign currency exchange rates and, to a lesser extent, commodity prices. We address these risks through a risk management program that includes the use of derivative financial instruments. We do not enter into derivative instruments for trading or speculative purposes. We manage our exposure to counterparty risk on derivative instruments by entering into contracts with a diversified group of major financial institutions and by actively monitoring outstanding positions.

We are also exposed to changes in the market trading price of our common stock as it influences the valuation of stock options and their effect on earnings.

Interest Rate Risk

We are exposed to changes in interest rates as a result of our borrowing activities and our cash balances. The table below provides information regarding the interest rates by year of maturity for our fixed and variable rate debt obligations. Variable interest rates on the revolving credit facility and the term loan facility on December 31, 2025 were determined using a base rate of the adjusted Term SOFR plus the applicable spread. The variable interest rate on the accounts receivable securitization facility was based on SOFR plus the applicable spread.

Year of Maturity

Average interest rate — % 4.625 % 4.250 % — % — % — % 4.438 %

Average interest rate 4.701 % 5.191 % — % — % — % — % 5.161 %

A change of 1.0% in variable interest rates would increase or decrease annual interest expense by $16.5 million based on our outstanding debt as of December 31, 2025.

Foreign Currency Risk

The global nature of our operations exposes us to foreign currency risks. These risks include exposure from the effect of fluctuating exchange rates on payables and receivables as well as intercompany loans relating to transactions that are denominated in currencies other than a location’s functional currency and exposure that arises from translating the results of our worldwide operations to the U.S. dollar at exchange rates that have fluctuated from the beginning of a reporting period. Our principal currency exposures relate to the Euro, Chinese Renminbi, Mexican Peso, Malaysian Ringgit, Swiss Franc, and Canadian Dollar. We utilize foreign currency forward exchange contracts and cross-currency interest rate swap contracts to attempt to minimize our exposure to these risks. Gains and losses on these contracts substantially offset losses and gains on the underlying hedged transactions.

As of December 31, 2025, the total notional amount for the foreign currency forward exchange contracts and cross-currency interest rates swap contracts, expressed in U.S. dollars, was $547.3 million and $1.6 billion, respectively. A sensitivity analysis of changes in the fair value of these contracts outstanding as of December 31, 2025, while not predictive in nature, indicated that a hypothetical 10% increase/decrease in the value of the U.S. dollar against all currencies would increase the fair value of these contracts by $179.5 million and decrease the fair value of these contracts by $182.2 million, respectively, the majority of which relates to the cross-currency interest rate swap contracts.

See Note 12 to the consolidated financial statements included in this Annual Report on Form 10-K for information regarding the accounting treatment of our foreign currency forward exchange contracts and cross-currency interest rate swap contracts.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary data required by this Item are included herein, commencing on page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Management’s assessment of disclosure controls and procedures excluded consideration of the VI Business’ internal control over financial reporting. The VI Business was acquired during the third quarter of 2025, and the exclusion is consistent with guidance provided by the staff of the Securities and Exchange Commission that an assessment of a business acquired during the fiscal year for which management is reporting on internal control over financial reporting may be omitted from management's report for up to one year from the date of acquisition, subject to specified conditions. The VI Business’ total assets represented 5% of our consolidated total assets as of December 31, 2025; and our net revenues from the VI Business for the year ended December 31, 2025, represented 10% of our consolidated net revenues for the year ended December 31, 2025.

(b) Management’s Report on Internal Control Over Financial Reporting

Our management’s report on internal control over financial reporting is set forth on page F-2 of this Annual Report on Form 10-K and is incorporated by reference herein.

(c) Change in Internal Control over Financial Reporting

As a result of our acquisition of the VI Business, we are in the process of evaluating the VI Business’ internal controls to determine the extent to which modifications to the VI Business' internal controls would be appropriate. As we continue to integrate the acquired operations of the VI Business, we have extended our oversight and monitoring processes that support our internal control over financial reporting, as well as our disclosure controls and procedures, to the VI Business.

In the fourth quarter of 2025, we announced our Strategic Divestitures, which include agreements to sell our Acute Care, Interventional Urology and OEM businesses. These transactions represent a single plan to exit certain product categories that, in aggregate, meet the criteria for classification as discontinued operations and held for sale as of December 31, 2025. In connection with this plan, we implemented financial reporting controls, which were evaluated as part of our annual assessment of internal control over financial reporting as of December 31, 2025.

In the fourth quarter of 2025, we implemented a new warehouse management system at our North America Distribution Center. This implementation resulted in updates to certain business processes and system interfaces that support our financial reporting activities. In connection with these changes, we modified related internal controls over financial reporting. We will continue to monitor and refine key control activities to align with the updated business processes and system capabilities.

There were no other changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting for the quarter.

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ITEM 9B. OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the quarter ended December 31, 2025, none of our directors or executive officers entered into, modified or terminated, contracts, instructions or written plans for the sale or purchase of our securities that were intended to satisfy the affirmative defense conditions of Rule 10b5-1.

Special Restricted Stock Unit Awards

On February 23, 2026, the Compensation Committee (the "Committee") of our Board of Directors approved special restricted stock unit awards (the “RSU Awards”) for certain of our senior executives, including John R. Deren, our Executive Vice President and Chief Financial Officer, Daniel V. Logue, our Corporate Vice President, General Counsel and Secretary and James P. Winters, our Corporate Vice President, Manufacturing and Global Supply Chain. The Committee determined to grant the RSU Awards to enhance retention and further incentivize certain members of our senior leadership team to continue to drive the long-term success of our company during the previously announced Chief Executive Officer transition. The RSU Awards will be granted on the third business day after the release of our financial results for the year ended December 31, 2025 (the "Grant Date") and will have a grant date value of $1,035,000 for Mr. Winters, $975,000 for Mr. Deren and $700,000 for Mr. Logue. Fifty percent of the RSU Awards will vest on each of the 12- and 18-month anniversaries of the Grant Date, subject to continued employment through such vesting dates. In the event of an involuntary not for cause termination or a termination as a result of death or disability, vesting for the RSU Awards will accelerate in full. In the event of any other termination, including retirement, voluntary termination and termination “for cause,” the RSU Awards will be forfeited. The RSU Awards will be awarded under, and are subject to the terms and conditions of, our 2023 Stock Incentive Plan.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

50

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

On January 8, 2026, we announced the departure of our Chairman, President and Chief Executive Officer, Liam J. Kelly, and the appointment of Stuart A. Randle as Interim President and Chief Executive Officer and Stephen K. Klasko, M.D., as Chairman of the Board.

For the information required by this Item 10 with respect to our Executive Officers, see Part I, Item 1. of this report. For the other information required by this Item 10, see “Election Of Directors,” “Nominees for Election to the Board of Directors,” “Corporate Governance” (including disclosure regarding our Insider Trading Policy, which is filed as Exhibit 19 hereto) and “Section 16(a) Beneficial Ownership Reporting Compliance,” in the Proxy Statement for our 2026 Annual Meeting, which information is incorporated herein by reference. The Proxy Statement for our 2026 Annual Meeting will be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

For the information required by this Item 11, see “Compensation Discussion and Analysis,” “Compensation Committee Report,” and “Executive Compensation” in the Proxy Statement for our 2026 Annual Meeting, which information is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

For the information required by this Item 12 with respect to beneficial ownership of our common stock, see “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement for our 2026 Annual Meeting, which information is incorporated herein by reference.

The following table sets forth certain information as of December 31, 2025 regarding our equity plans:

(A) (B) (C)

(1) The number of securities in column (A) excludes: (i) 309,660 restricted stock units and (ii) 148,807 shares of common stock underlying performance stock units if maximum performance levels are achieved; the actual number of shares, if any, to be issued with respect to the performance stock units will be based on performance with respect to specified financial and relative stock price measures. Restricted stock units and performance stock units have no exercise price.

(2) The number of securities in column (C) includes shares issuable under the Teleflex Incorporated 2023 Stock Incentive Plan (the “Plan”). All available shares may be used for stock options and for equity awards that do not require payment of an exercise price, including restricted stock units and performance stock units, subject to adjustment in accordance with special share counting rules in the Plan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

For the information required by this Item 13, see “Certain Transactions” and “Corporate Governance” in the Proxy Statement for our 2026 Annual Meeting, which information is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

For the information required by this Item 14, see “Audit and Non-Audit Fees” and “Audit Committee Pre-Approval Procedures” in the Proxy Statement for our 2026 Annual Meeting, which information is incorporated herein by reference.

51

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)Consolidated Financial Statements:

The Index to Consolidated Financial Statements and Schedule is set forth on page F-1 of this Annual Report on Form 10-K.

(b)Exhibits:

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

indicated, the file number with respect to each filed document is 1-5353):

Exhibit No. Description

52

Exhibit No. Description

*4.2.9 — Form of 4.25% Senior Note due 2028 (included in Exhibit 4.2.1).

53

Exhibit No. Description

54

Exhibit No. Description

21 — Subsidiaries of the Company.

22 — List of subsidiary guarantors and guaranteed securities.

23 — Consent of Independent Registered Public Accounting Firm.

_____________________________________________________

* Previously filed with the Securities and Exchange Commission as part of the filing indicated and incorporated herein by reference.

^ Indicates management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(b) of this report.

# The schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any

omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

ITEM 16. FORM 10-K SUMMARY

Registrants may voluntarily include a summary of information required by Form 10-K under this Item 16. We have elected not to include such summary information.

55

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized as of the date indicated below.

TELEFLEX INCORPORATED

By: /s/ Stuart A. Randle

Stuart A. Randle

Interim President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and as of the date indicated below.

By: /s/ Stuart A. Randle By: /s/ John R. Deren

Stuart A. Randle John R. Deren

(Principal Executive Officer) (Principal Financial and Accounting Officer)

By: /s/ Dr. Stephen K. Klasko By: /s/ Candace H. Duncan

Dr. Stephen K. KlaskoChairman and Director Candace H. DuncanDirector

By: /s/ Andrew A. Krakauer By: /s/ Gretchen R. Haggerty

Andrew A. KrakauerDirector Gretchen R. HaggertyDirector

By: /s/ Neena M. Patil By: /s/ John C. Heinmiller

Neena M. PatilDirector John C. HeinmillerDirector

By: /s/ Jaewon Ryu

Dr. Jaewon RyuDirector

Dated: February 27, 2026

56

TELEFLEX INCORPORATED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page

Management's Report on Internal Control over Financial Reporting F-2

Report of Independent Registered Public Accounting Firm (PCAOB ID 238) F-3

Consolidated Balance Sheets as of December 31, 2025 and 2024 F-7

Notes to Consolidated Financial Statements F-10

FINANCIAL STATEMENT SCHEDULE

Page

F-1

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Teleflex Incorporated and its subsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of our Chief Executive Officer and Chief Financial Officer and effected by the Company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, management used the framework established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). As a result of this assessment and based on the criteria in the COSO framework, management has concluded that, as of December 31, 2025, the Company’s internal control over financial reporting was effective.

The Company acquired substantially all of the Vascular Intervention business of BIOTRONIK SE & Co. KG (the “VI Business”) on June 30, 2025. Management has excluded the VI Business from its assessment of internal control over financial reporting as of December 31, 2025. Net revenues attributable to the VI Business for the period from the acquisition date through December 31, 2025, represented approximately 10% of our consolidated net revenues for the year ended December 31, 2025. Total assets of the VI Business at December 31, 2025 represented approximately 5% of our consolidated total assets as of December 31, 2025.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

/s/ Stuart A. Randle /s/ John R. Deren

February 27, 2026

F-2

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Teleflex Incorporated

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the consolidated financial statements, including the related notes and financial statement schedule, of Teleflex Incorporated and its subsidiaries (the “Company”) as listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded the Vascular Intervention business of BIOTRONIK SE & Co. KG (the “VI Business”) from its assessment of internal control over financial reporting as of December 31,2025 because it was acquired by the Company in a purchase business combination during 2025. We have also excluded the VI Business from our audit of internal control over financial reporting. The VI Business is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 5% and 10%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made

F-3

only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Acquisition of the VI Business – Valuation of Customer Relationships and Intellectual Property

As described in Note 4 to the consolidated financial statements, in the third quarter of 2025, the Company completed the acquisition of substantially all of the VI Business for a net initial cash payment of $825.2 million. Of the acquired intangible assets, $177.0 million of customer relationships and $207.4 million of intellectual property were recorded. The fair value of the acquired customer relationship assets was determined by management using the multi-period excess earnings method and the intellectual property assets were valued by management using the relief from royalty method. Management’s cash flow projections for the intangible assets acquired included significant judgments and assumptions relating to revenue growth rates, the projected operating margins, discount rate, and customer attrition rate for customer relationships and discount rate and royalty rate for intellectual property.

The principal considerations for our determination that performing procedures relating to the valuation of customer relationships and intellectual property acquired in the acquisition of the VI Business is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the customer relationships and intellectual property acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, the projected operating margins, discount rate, and customer attrition rate for customer relationships and the discount rate for intellectual property; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the customer relationships and intellectual property acquired. These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the customer relationships and intellectual property acquired; (iii) evaluating the appropriateness of the multi-period excess earnings and relief from royalty methods used by management; (iv) testing the completeness and accuracy of the underlying data used in the multi-period excess earnings and relief from royalty methods; and (v) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, the projected operating margins, discount rate, and customer attrition rate for customer relationships and the discount rate for intellectual property. Evaluating management’s assumptions related to revenue growth rates and the projected operating margins involved considering (i) the current and past performance of the VI Business; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the multi-period excess earnings and relief from royalty methods and (ii) the reasonableness of the discount rate and customer attrition rate assumptions.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 27, 2026

We have served as the Company’s auditor since 1962.

F-4

TELEFLEX INCORPORATED

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

Year Ended December 31,

(Dollars and shares in thousands, except per share)

Gain on sale of assets and business — — (4,448)

(Benefit) taxes on income from continuing operations (33,977) (30,901) 41,873

Earnings per share:

Basic:

Income from continuing operations $ 1.31 $ 1.22 $ 3.05

(Loss) income from discontinued operations (21.61) 0.27 4.53

Diluted:

Income from continuing operations $ 1.31 $ 1.21 $ 3.03

(Loss) income from discontinued operations (21.56) 0.27 4.50

Weighted average shares outstanding:

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

F-5

TELEFLEX INCORPORATED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Year Ended December 31,

(Dollars in thousands)

Other comprehensive income (loss), net of tax:

Foreign currency:

Pension and other postretirement benefits plans:

Derivatives qualifying as hedges:

Derivatives qualifying as hedges, net of tax (144) 443 (3,535)

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

F-6

TELEFLEX INCORPORATED

CONSOLIDATED BALANCE SHEETS

December 31,

(Dollars and shares in thousands, except per share)

ASSETS

Current assets

LIABILITIES AND EQUITY

Current liabilities

Current liabilities of discontinued operations 128,320 136,282

Noncurrent liability for uncertain tax positions 3,536 1,831

Noncurrent operating lease liabilities 84,210 87,958

Non-current liabilities of discontinued operations 52,969 110,863

Commitments and contingencies

Shareholders’ equity

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

F-7

TELEFLEX INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31,

(Dollars in thousands)

Cash flows from operating activities of continuing operations:

Gain on non-designated foreign currency forward contracts (82,636) — —

Gain on sale of assets and business — — (4,448)

Payments for contingent consideration — — (289)

Accounts payable, accrued expenses and other liabilities (8,284) 2,346 (18,927)

Cash flows from investing activities of continuing operations:

Proceeds on non-designated balance sheet hedges 82,203 — —

Proceeds from sales of business and assets 6,712 — 15,000

Insurance settlement proceeds 9,447 —

Proceeds from sales of investments — 7,300 7,300

Cash flows from financing activities of continuing operations:

Debt extinguishment, issuance and amendment fees (4,961) — —

Excise tax paid on repurchase of common stock (1,894) — —

Cash flows from discontinued operations:

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

F-8

TELEFLEX INCORPORATED

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

Shares Dollars Shares Dollars

(Dollars and shares in thousands, except per share amounts)

Other comprehensive income (2,264) (2,264)

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

F-9

TELEFLEX INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(all tabular amounts in thousands unless otherwise noted)

Note 1 — Summary of significant accounting policies

Consolidation: The consolidated financial statements include the accounts of Teleflex Incorporated and its subsidiaries (referred to herein as “we,” “us,” “our” and “Teleflex"). Intercompany transactions are eliminated in consolidation. These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and reflect management’s estimates and assumptions that affect the recorded amounts.

For the periods ending prior to 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-based month fiscal calendar. This change will be applied prospectively and will not affect 2025 as the year end reporting date remains unchanged. While the change will impact year-over-year comparability for fiscal quarters, we do not expect the effect to be significant to require adjustments to prior operating results. We believe this transition offers significant benefits, including improved alignment with peer companies and enhanced quarter-over-quarter comparability on a forward-looking basis.

Use of estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.

Cash and cash equivalents: All highly liquid debt instruments with an original maturity of three months or less are classified as cash equivalents. The carrying value of cash equivalents approximates the current market value.

Accounts receivable: Accounts receivable represent amounts due from customers related to the sale of products and provision of services. Our allowance for credit losses is maintained for trade accounts receivable based on the expected collectability of accounts receivable and losses expected to be incurred over the life of our receivables. Considerations to determine credit losses include our historical collection experience, the length of time an account is outstanding, the financial position of the customer, information provided by credit rating services, as well as the consideration of events or circumstances indicating historic collection rates may not be indicative of future collectability. The allowance for credit losses as of December 31, 2025 and December 31, 2024 was $4.0 million and $4.7 million, respectively. The current portion of the allowance for credit losses, which was $2.6 million and $3.3 million as of December 31, 2025 and December 31, 2024, respectively, was recognized as a reduction of accounts receivable, net.

Inventories: Inventories are valued at the lower of cost or net realizable value. The cost of our inventories is determined using the first in, first out cost method. Elements of cost in inventory include raw materials, direct labor, and manufacturing overhead. In estimating net realizable value, we evaluate inventory for excess and obsolete quantities based on estimated usage and sales, among other factors.

Property, plant and equipment: Property, plant and equipment are stated at cost, net of accumulated depreciation. Costs incurred to develop internal-use computer software during the application development stage generally are capitalized. Costs of enhancements to internal-use computer software are capitalized, provided that these enhancements result in additional functionality. Other additions and improvements that increase the capacity or lengthen the useful lives of the assets are also capitalized. Composite useful lives for categories of property, plant and equipment, which are depreciated on a straight-line basis, are as follows: buildings - 30 years; machinery and equipment - 3 to 15 years; computer equipment and software - 3 to 10 years. Leasehold improvements are depreciated over the lesser of the useful lives of the leasehold improvements or the remaining lease term. Repairs and maintenance costs are expensed as incurred.

Goodwill and other intangible assets: Goodwill and other indefinite-lived intangible assets are not amortized but are tested for impairment annually during the fourth quarter or more frequently if events or changes in circumstances indicate that an impairment may exist. Impairment losses, if any, are included in income from operations. The goodwill impairment test is applied to each of our reporting units. For purposes of this assessment, a reporting unit is an operating segment, or a business one level below an operating segment (also known as a component) if discrete financial information is prepared for that business and regularly reviewed by segment

F-10

TELEFLEX INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

management. However, separate components are aggregated as a single reporting unit if they have similar economic characteristics.

In performing the goodwill impairment test, we may assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Qualitative factors may include, but are not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for our products and services, regulatory and political developments, and entity specific factors such as strategies and financial performance. If, after completing the qualitative assessment, we determine it is more likely than not that the fair value of a reporting unit is less than its carrying value, we proceed to a quantitative impairment test, described below. Alternatively, we may elect to bypass the qualitative assessment and perform the quantitative impairment test. Under a quantitative impairment test, we compare the fair value of a reporting unit to its carrying value. If the reporting unit fair value exceeds the carrying value, there is no impairment. If the reporting unit carrying value exceeds the fair value, we recognize an impairment loss based on the amount the carrying value of the reporting unit exceeds its fair value. See Note 5 for further information regarding impairment considerations related to discontinued operations.

Our intangible assets consist of customer relationships, intellectual property, distribution rights, in-process research and development ("IPR&D"), trade names and non-competition agreements. We define IPR&D as the value of technology acquired for which the related projects have substance and are incomplete. IPR&D acquired in a business acquisition is recognized at fair value and is required to be capitalized as an indefinite-lived intangible asset until completion of the IPR&D project or upon abandonment. Upon completion of the development project (generally when regulatory approval to market the product that utilizes the technology is obtained), an impairment assessment is performed prior to amortizing the asset over its estimated useful life. If the IPR&D projects are abandoned, the related IPR&D assets would be written off.

We test our indefinite-lived intangible assets for impairment annually, or more frequently if events or changes in circumstances indicate that an impairment may have occurred. Similar to the goodwill impairment test process, we may elect to perform a qualitative assessment. If, after completing the qualitative assessment, we determine it is more likely than not that the fair value of the indefinite-lived intangible asset is greater than its carrying amount, the asset is not impaired. If we conclude it is more likely than not that the fair value of the indefinite-lived intangible asset is less than the carrying value, we then proceed to a quantitative impairment test, which consists of a comparison of the fair value of the intangible asset to its carrying amount.

Intangible assets that do not have indefinite lives, consisting of intellectual property, customer relationships, distribution rights, certain trade names and non-competition agreements, are amortized over their estimated useful lives, which are as follows: intellectual property, 8 to 20 years; customer relationships, 10 to 27 years; distribution rights, 10 years; trade names, 15 to 30 years. The weighted average remaining amortization period with respect to our intangible assets is approximately 10 years. We periodically evaluate the reasonableness of the useful lives of these assets. In the third quarter of 2025, we recognized an impairment charge of $100.0 million related to our Titan SGS asset group, which primarily consists of intangible assets. See Note 9 for further information.

Long-lived assets: We assess the remaining useful life and recoverability of long-lived assets whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The assessment is based on various analyses, including undiscounted cash flow and profitability projections that incorporate, as applicable, the impact of the asset on the existing business. Therefore, the evaluation involves significant management judgment. Any impairment loss, if indicated, is measured as the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset.

Foreign currency translation: Assets and liabilities of subsidiaries with non-United States dollar denominated functional currencies are translated into United States dollars at the rates of exchange at the balance sheet date; income and expenses are translated at the average rates of exchange prevailing during the year. The translation adjustments are reported as a component of accumulated other comprehensive loss.

Derivative financial instruments: We use derivative financial instruments primarily for purposes of hedging exposures to fluctuations in foreign currency exchange rates. All instruments are entered into for other than trading purposes. All derivatives are recognized on the balance sheet at fair value. Changes in the fair value of derivatives are recorded in the consolidated statement of comprehensive income as other comprehensive income (loss), if the instrument is designated as part of a hedge transaction. Gains or losses on derivative instruments reported in other comprehensive income (loss) are reclassified to the Consolidated Statement of Income in the period in which earnings are affected by the underlying hedged item. Gains or losses on derivative instruments representing hedge ineffectiveness or hedge components excluded from the assessment of effectiveness, if any, are recognized in the

F-11

TELEFLEX INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Consolidated Statement of Income for the period in which such gains and losses occur. If the hedging relationship ceases to be highly effective or it becomes probable that an expected transaction will no longer occur, gains or losses on the derivative instrument are recorded in the Consolidated Statement of Income for the period in which either such event occurs. For non-designated derivatives, gains and losses are reported as selling, general and administrative expenses in the Consolidated Statement of Income. Cash flows from derivatives are recognized in the consolidated statements of cash flows in a manner consistent with the recognition of the underlying transactions.

Share-based compensation: We estimate the fair value of share-based awards on the date of grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest, which is derived, in part, following consideration of estimated forfeitures, is recognized as expense over the requisite service periods. Share-based compensation expense related to stock options is measured using a Black-Scholes option pricing model that takes into account subjective and complex assumptions with respect to the expected life of the options, volatility, risk-free interest rate and expected dividend yield. The expected life of options granted is derived from the vesting period of the award, as well as historical exercise behavior, and represents the period of time that options granted are expected to be outstanding. Expected volatility is based on a blend of historical volatility and implied volatility derived from publicly traded options to purchase our common stock, which we believe is more reflective of market conditions and a better indicator of expected volatility than would be the case if we only used historical volatility. The risk-free interest rate is the implied yield currently available on United States (or "U.S.") Treasury zero-coupon issues with a remaining term equal to the expected life of the option. Forfeitures are estimated at the time of grant based on management’s expectations regarding the extent to which awards ultimately will vest and are adjusted for actual forfeitures when they occur.

Income taxes: The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized to reflect the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases, and to reflect operating loss and tax credit carryforwards. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Provision has been made for income taxes on unremitted earnings of subsidiaries and affiliates, except to the extent that such earnings are deemed to be permanently reinvested.

Significant judgment is required in determining income tax provisions and in evaluating tax positions. We establish additional provisions for income taxes when, despite the belief that tax positions are supportable, there remain certain positions that do not meet the minimum probability threshold, which is a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority. In the normal course of business, we are examined by various federal, state and non-U.S. tax authorities. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of our provision for income taxes. Interest accrued with respect to unrecognized tax benefits and income tax related penalties are both included in taxes on income from continuing operations. We periodically assess the likelihood and amount of potential adjustments and adjust the income tax provision, the current tax liability and deferred taxes in the period in which the facts that give rise to an adjustment become known.

Restructuring costs: We primarily recognize employee termination benefits when payment becomes probable and reasonably estimable because they are provided under an ongoing benefit arrangement and are based on existing plans, historical experience and negotiated settlements of prior plans. Termination benefits provided under one-time termination benefits arrangements, if any, are recognized upon communication to the employee. We recognize charges ratably over the future service period if the employee is required to render service until termination. Other restructuring costs may include facility closure, employee relocation, equipment relocation and outplacement costs and are recognized in the period they are incurred.

Contingent consideration related to business acquisitions: In connection with business acquisitions, we may be required to pay future consideration that is contingent upon the achievement of specified objectives, such as receipt of regulatory approval, commercialization of a product or achievement of sales targets. In a business combination, we record a contingent liability, as of the acquisition date, representing the estimated fair value of the contingent consideration that we expect to pay. We remeasure the fair value of our contingent consideration arrangements each reporting period and, based on new developments, record changes in fair value until either the contingent consideration obligation is satisfied through payment upon the achievement of, or the obligation no longer exists due to the failure to achieve, the specified objectives. The change in the fair value is recorded in selling, general and administrative expenses in the Consolidated Statement of Income. A contingent consideration payment is classified as a financing activity in the consolidated statement of cash flows to the extent it was recorded as a liability as of the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

acquisition date. Any additional amount paid in excess of the amount initially accrued is classified as an operating activity in the consolidated statement of cash flows.

If the transaction is determined to be an asset acquisition rather than a business combination, a contingent consideration liability is recognized when the specified objective is deemed probable and is estimable.

Revenue recognition: We primarily generate revenue from the sale of medical devices including single use disposable devices and, to a lesser extent, reusable devices, instruments and capital equipment. Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; this occurs upon the transfer of control of the products. Generally, transfer of control to the customer occurs at the point in time when our products are shipped from the manufacturing or distribution facility. 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.

We have made the following revenue accounting policy elections and elected to use certain practical expedients: (1) we account for amounts collected from customers for sales and other taxes, net of related amounts remitted to tax authorities; (2) we do not adjust the promised amount of consideration for the effects of a significant financing component because, at contract inception, we expect the period between the time when we transfer a promised good or service to the customer and the time when the customer pays for that good or service will be one year or less; (3) we expense costs to obtain a contract as they are incurred if the expected period of benefit, and therefore the amortization period, is one year or less; (4) we account for shipping and handling activities that occur after control transfers to the customer as a fulfillment cost rather than an additional promised service; and (5) we classify shipping and handling costs within cost of goods sold.

The amount of consideration we receive and revenue we recognize varies as a result of changes in customer sales incentives, including discounts and rebates, and returns offered to customers. The estimate of revenue is adjusted upon the earlier of the following events: (i) the most likely amount of consideration expected to be received changes or (ii) the consideration becomes fixed. Our policy is to accept returns only in cases in which the product is defective and covered under our standard warranty provisions. When we give customers the right to return products, we estimate the expected returns based on an analysis of historical experience. The liability for returns and allowances, which includes liabilities established related to the Italian payback matter discussed in Note 17, was $23.8 million and $39.4 million as of December 31, 2025 and 2024, respectively. In estimating customer rebates, we consider the lag time between the point of sale and the payment of the customer’s rebate claim, customer-specific trend analyses, contractual commitments, including stated rebate rates, historical experience with respect to specific customers (as we have a history of providing similar rebates on similar products to similar customers) and other relevant information. The reserve for customer incentive programs, including customer rebates, was $11.2 million and $11.5 million at December 31, 2025 and 2024, respectively. We expect the amounts subject to the reserve as of December 31, 2025 to be paid within 90 days subsequent to period-end.

Leases: We determine whether a contract is, or includes, a lease at inception. Right-of-use assets and lease liabilities are recognized at lease commencement based on the estimated present value of unpaid lease payments over the lease term. To determine the present value we use an incremental borrowing rate derived from information available at lease commencement.

We have made an accounting policy election not to apply the lease accounting recognition provisions to short term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, we will recognize the lease payments for short term leases on a straight-line basis over the lease term. We have made an accounting policy election to not separate lease and non-lease components and instead will account for each separate lease component and the non-lease components associated with that lease component as a single lease component.

Discontinued operations: 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, meet accounting requirements to be classified as discontinued operations and held for sale as of December 31, 2025. 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. With the exception of Note 5, the Notes to the Consolidated Financial Statements reflect the continuing operations of Teleflex. See Note 5 for additional information regarding discontinued operations.

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TELEFLEX INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the OEM (Original Equipment Manufacturer and Development Services) product category, most revenue is recognized over time, using the units produced output method, because OEM generates revenue from the sale of custom products that have no alternative use and we have an enforceable right to payment to the extent that performance has been completed.

Note 2 — Recently issued accounting standards

In December 2023, the FASB issued new guidance designed to improve income tax disclosure requirements, primarily through increased disaggregation disclosures within the effective tax rate reconciliation as well as enhanced disclosures on income taxes paid. We adopted the new standard for the fiscal year ended December 31, 2025 using a prospective transition approach. Additional information and disclosures required by the new guidance are provided in Note 16.

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 issued by the FASB or other standard setting bodies is adopted as of the specified effective date or, when permitted by the guidance and as determined by us, as of an earlier date. We have assessed recently issued guidance that is not yet effective, except as noted above, and believe the new guidance that we have assessed will not have a material impact on our results of operations, cash flows or financial position.

Note 3 - Net Revenues

The following table disaggregates revenue by global product category for the years ended December 31, 2025, 2024 and 2023.

Year Ended December 31,

(1) During the fourth quarter of 2025, and in conjunction with the Strategic Divestitures classified as discontinued operations, we are combining the portion of our historically presented Anesthesia product category that is not part of the disposal group with our Vascular product category. In addition, we made certain immaterial reclassifications between our Interventional and Vascular product categories. Prior period net revenues have been recast to conform to the new presentation.

(2) Includes adjustments in our reserves related to the Italian payback measure pertaining to prior years (see Note 17 for additional information) and revenues generated under the manufacturing and supply transition agreement related to our Respiratory business divestiture that ended in 2023.

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

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TELEFLEX INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 4 —Acquisitions

BIOTRONIK Vascular Intervention 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 initial cash payment of €704.3 million, or $825.2 million, subject to certain working capital and other customary adjustments. The initial payment, along with transaction-related costs and other associated requirements, was financed through $700 million of borrowings under a delayed draw term loan facility as well as $140 million of borrowings under our revolving credit facility.

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 following table presents the fair value of the assets acquired and liabilities assumed with the acquisition of the VI Business:

Assets

Accounts receivable $ 29,338

Prepaid expenses and other current assets 5,224

Property, plant and equipment 142,116

Operating lease assets 11,826

Deferred tax assets 613

Liabilities

Accrued expenses 6,955

Payroll and benefit-related liabilities 23,229

Other current liabilities 4,522

Total current liabilities 53,505

Deferred tax liabilities 88,363

Pension and postretirement benefit liabilities 13,216

Noncurrent liability for uncertain tax positions 3,086

Noncurrent operating lease liabilities 8,908

Other liabilities 2,533

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TELEFLEX INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table sets forth the fair values and useful lives of the components of identifiable intangible assets acquired as of the date of the acquisition of the VI Business:

Fair value Useful life (years)

The fair value of the acquired customer relationship assets was determined using the multi-period excess earnings method. The intellectual property assets were valued using the relief from royalty method. The cash flow projections for the intangible assets acquired included significant judgments and assumptions relating to revenue growth rates, the projected operating margins, discount rate, and customer attrition rate for customer relationships and discount rate and royalty rate for intellectual property.

The goodwill resulting from the acquisition of the VI Business primarily reflects synergies currently expected to be realized from the integration of the acquired business. The tax-deductible portion of the total goodwill resulting from the acquisition amounts to $37.1 million.

We are continuing to evaluate the fair value of the acquired assets and liabilities assumed in connection with the acquisition and further adjustments may be necessary as a result of our assessment of additional information, primarily deferred tax liabilities, certain intangible assets and goodwill. Additionally, the purchase accounting remains incomplete with respect to the consideration transferred, as we have not reached an agreement on the closing statement adjustments with the seller. Adjustments during the measurement period will be recognized in the reporting period when they are settled.

For the year ended December 31, 2025, we incurred acquisition-related costs associated with the acquisition of the VI Business of $16.5 million, which were recognized in selling, general and administrative expenses in the Consolidated Statement of Income.

The following unaudited pro forma combined financial information for the years ended December 31, 2025 and 2024, respectively, gives effect to the acquisition of the VI Business as if it was completed at the beginning of the previous year. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have occurred under our ownership and management.

Year Ended December 31,

(Unaudited)

Income (loss) from continuing operations 111,712 (61,343)

The unaudited pro forma combined financial information presented above includes the accounting effects of the acquisition of the VI Business, including, to the extent applicable, amortization related to the revaluation of inventory and depreciation associated with the step up in fair value of fixed assets, and the related tax effects. The unaudited pro forma financial information also includes non-recurring charges specifically related to the VI Business acquisition. For the year ended December 31, 2025, we recognized post-acquisition revenue and a pre-tax operating loss related to the VI Business of $202.4 million and $90.8 million, respectively. The pre-tax operating loss primarily reflects the impact of the amortization of the step-up in carrying value of inventory and intangible assets recognized in connection with the acquisition as well as acquisition-related costs.

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 to sell our Acute Care and Interventional Urology (also referred to as "IU") businesses to Intersurgical® Ltd and our OEM business to Montagu and Kohlberg (collectively referred to as the "Strategic Divestitures"). The combined total consideration from the Strategic Divestitures is $2.0 billion in cash, consisting of expected proceeds of approximately $1.5 billion for our OEM business and $530 million for our Acute Care and IU businesses. Both transactions, which were approved at the same time by our Board of Directors, remain subject to certain closing adjustments, customary regulatory approvals and other closing conditions and are expected to be completed in the second half of 2026.

F-16

TELEFLEX INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Strategic Divestitures represent a single plan to exit certain product categories that, in aggregate, meet accounting requirements to be classified as discontinued operations and held for sale as of December 31, 2025, 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 years ended December 31, 2025, 2024 and 2023:

Year Ended December 31,

Restructuring charges, separation costs and impairment charges

The following table summarizes the restructuring charges, separation costs and impairment charges of our discontinued operations for the years ended December 31, 2025, 2024 and 2023:

Year Ended December 31,

IU North America goodwill impairment charges $ 403,925 $ 240,000 $ —

Acute Care and IU goodwill impairment charge 131,979 — —

Valuation allowance on disposal group classified as held for sale 747,069 — —

Separation costs 67,234 — —

During the years ended December 31, 2025 and 2024, we recognized goodwill impairment charges within discontinued operations of $403.9 million and $240.0 million, respectively, related to our Interventional Urology North America reporting unit. The 2024 impairment was primarily driven by management's expectations of a prolonged period of subdued revenue growth for the UroLift product line, reflecting persistent end-market challenges, specifically in relation to price within the office site of service, and changes in competitive pressures. The 2025 impairment was driven by a further deterioration in market and business conditions. To estimate the fair value of the reporting unit, our impairment assessment performed in the fourth quarter of 2024 utilized a combination of the income and market approaches, whereas the assessment performed in the third quarter of 2025 primarily utilized the market approach, reflecting the availability of more relevant and current market data. The significant judgments and assumptions in determining the fair value of the reporting unit in 2024 included the revenue growth rates, market multiples, the projected operating margins and the discount rate.

In addition to the goodwill impairment charge recognized in 2025 related to our Interventional Urology North America reporting unit, in the fourth quarter of 2025, we also recognized a goodwill impairment charge within discontinued operations of $132.0 million. Upon classifying the Acute Care and IU business as held for sale, we were required to allocate goodwill to the disposal group based on relative fair value and test it for impairment. The

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TELEFLEX INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

impairment charge resulted from the estimated fair value, as indicated by the purchase price, being lower than the carrying value of the Acute Care and IU businesses within their respective reporting units.

Assets and liabilities classified as held for sale are measured at the lower of carrying value or fair value less costs to sell. As of December 31, 2025, and after our recognition of the associated goodwill impairment charges, we determined that the fair value of the Acute Care and IU businesses component of the Strategic Divestitures, including costs to sell was lower than its carrying value. Accordingly, we recorded a $747.1 million valuation allowance against the assets held for sale related to the Acute Care and IU sale based on the anticipated sale price as negotiated with the third-party buyer. The valuation allowance was recorded within Restructuring charges, separation costs and impairment charges in the summarized results of operations of discontinued operations for the year ended December 31, 2025. We expect to recognize a gain upon the completion of the sale of the OEM business.

During the year ended December 31, 2025, we recognized separation costs of $67.2 million, which primarily consisted of consulting, legal, tax and other professional advisory services associated with the Strategic Divestitures.

During the years ended December 31, 2025, 2024 and 2023, restructuring charges primarily related to a restructuring plan initiated in 2023 involving the integration of the Palette Business, workforce reductions, and other efficiency focused initiatives designed to improve operating performance.

The following table summarizes the carrying amounts of the major classes of assets and liabilities classified as discontinued operations in the consolidated balance sheets as of December 31, 2025 and 2024:

December 31,

ASSETS

Prepaid expenses and other current assets 19,875 16,063

Valuation allowance on disposal group classified as held for sale (747,070) —

LIABILITIES

Payroll and benefit-related liabilities 52,248 49,572

Current liabilities of discontinued operations 128,320 136,282

Non-current operating lease liability 17,839 11,196

Other non-current liabilities 3,329 4,056

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TELEFLEX INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Year Ended December 31,

Note 6 — Restructuring charges, separation costs and impairment charges

The components of the restructuring charges, separation costs and impairment charges recognized for the years ended December 31, 2025, 2024, and 2023 consisted of the following:

Termination benefits Other Costs (1) Total

Other restructuring programs (2) 19 16 35

Termination benefits Other Costs (1) Total

Termination benefits Other Costs (1) Total

Asset impairment charges — — —

Restructuring and impairment charges $ 4,089 $ 135 $ 4,224

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

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

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

F-19

TELEFLEX INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Restructuring charges

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:

VI Business integration plan

Plan expense estimates: (Dollars in millions)

Restructuring charges (1) $26 million to $31 million

Restructuring related charges (2) $10 million to $13 million

Total restructuring and restructuring related charges $36 million to $44 million

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

(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, of which an estimated $10 million to $13 million are expected to occur during 2026. Additionally, we expect to incur $5 million to $7 million in aggregate capital expenditures under the VI Business integration plan, which are expected to be incurred mostly between 2026 and 2027.

For the year ended December 31, 2025, we incurred $0.3 million under the VI Business integration plan in restructuring related charges, most of which were recognized in cost of goods sold.

2024 Restructuring plan

During the fourth quarter of 2024, we initiated the "2024 restructuring plan," a strategic restructuring plan that was aimed at optimizing operations, reducing costs and enhancing efficiencies across our business lines, and includes the relocation of select office administrative operations. The plan is substantially complete and as a result, we expect future restructuring expenses associated with the plan to be immaterial.

2024 Footprint realignment plan

During the second quarter of 2024, we initiated the "2024 Footprint realignment plan," encompassing several strategic restructuring initiatives. These initiatives primarily included the relocation of select manufacturing operations to existing lower-cost locations, the optimization of specific product portfolios through targeted rationalization efforts, the relocation of certain integral product development and manufacturing support functions, the optimization of certain supply chain activities and related workforce reductions. The plan is substantially complete and as a result, we expect future restructuring expenses associated with the plan to be immaterial.

2023 Footprint realignment plan

During the third quarter of 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:

2023 Footprint realignment plan

Plan expense estimates: (Dollars in millions)

Restructuring charges (1) $2 million to $3 million

Restructuring related charges (2) $7 million to $9 million

Total restructuring and restructuring related charges $9 million to $12 million

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

(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.

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TELEFLEX INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Additionally, we expect to incur $2 million to $3 million in aggregate capital expenditures under the plan.

For the year ended December 31, 2025, we incurred $2.7 million in restructuring related charges in connection with the 2023 Footprint realignment plan, all of which were recognized in cost of goods sold. As of December 31, 2025, we have incurred aggregate restructuring charges in connection with the 2023 Footprint realignment plan of $3.0 million. In addition, as of December 31, 2025, we have incurred aggregate restructuring related charges of $5.4 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.

The following table summarizes the restructuring reserve activity related to our ongoing restructuring plans:

VI Business integration plan 2023 Footprint realignment plan

Source: SEC EDGAR (public domain) · 10-K for the period ended 2025-12-31, filed 2026-02-27 · accession 0000096943-26-000019

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