CONMED to repurchase $645.2M of 2027 convertible notes

CONMED Corporation entered into separate, privately negotiated purchase agreements to repurchase approximately $645.2 million aggregate principal amount of its 2.25% Convertible Senior Notes due 2027 for about $637.2 million in cash.

Rhea-AI Filing Summary

CONMED Corporation entered into separate, privately negotiated purchase agreements to repurchase approximately $645.2 million aggregate principal amount of its 2.25% Convertible Senior Notes due 2027 for about $637.2 million in cash.

The purchases from existing noteholders are expected to close on June 15, 2026, subject to customary closing conditions.

Insights

Capital structure analyst

CONMED is retiring a large block of 2027 convertible notes via a cash repurchase.

CONMED has agreed to buy back approximately $645.2 million aggregate principal amount of its 2.25% Convertible Senior Notes due 2027 through privately negotiated purchase agreements with certain holders. The company will pay about $637.2 million in cash, implying a modest discount to face value.

This transaction reduces outstanding convertible debt ahead of the notes’ 2027 maturity and also lessens potential future equity dilution from conversion. The repurchases are expected to close on June 15, 2026, subject to customary closing conditions, so execution depends on those conditions being satisfied.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Convertible notes principal repurchased: $645.2 million aggregate principal amount Cash consideration for repurchase: $637.2 million in cash Coupon rate of notes: 2.25% +1 more

4 metrics

Convertible notes principal repurchased $645.2 million aggregate principal amount 2.25% Convertible Senior Notes due 2027 to be repurchased

Cash consideration for repurchase $637.2 million in cash Approximate cash paid to holders for the notes

Coupon rate of notes 2.25% Interest rate on Convertible Senior Notes due 2027

Expected closing date June 15, 2026 Expected completion of note repurchase transactions

Key Terms

Convertible Senior Notes, aggregate principal amount, privately negotiated purchase agreements, customary closing conditions, +1 more

5 terms

Convertible Senior Notes financial

"holders of its 2.25% Convertible Senior Notes due 2027 (the “Notes”)"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

aggregate principal amount financial

"purchase approximately $645.2 million aggregate principal amount of Notes"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

privately negotiated purchase agreements financial

"entered into separate, privately negotiated purchase agreements (the “Purchase Agreements”)"

customary closing conditions financial

"expected to close on June 15, 2026, subject to the satisfaction of customary closing conditions"

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

emerging growth company regulatory

"Emerging growth company On June 3, 2026, CONMED Corporation"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did CONMED (CNMD) announce in this 8-K?

CONMED agreed to repurchase a large portion of its 2.25% Convertible Senior Notes due 2027. The company is buying the notes back in privately negotiated deals directly with existing noteholders, rather than through a public tender offer or market purchases.

How much convertible debt is CONMED (CNMD) repurchasing?

CONMED plans to repurchase approximately $645.2 million aggregate principal amount of its 2.25% Convertible Senior Notes due 2027. This represents a substantial portion of that note issue, reducing the company’s outstanding convertible debt obligations if the transaction closes as expected.

What cash amount will CONMED (CNMD) pay for the notes?

CONMED will pay approximately $637.2 million in cash to repurchase about $645.2 million aggregate principal amount of notes. The cash price is slightly below face value, reflecting a modest discount negotiated with the participating noteholders in these private purchase agreements.

When is CONMED’s (CNMD) note repurchase expected to close?

The purchase transactions are expected to close on June 15, 2026. Closing is subject to the satisfaction of customary conditions, meaning final completion depends on typical procedural and contractual requirements being met before that date by CONMED and the sellers.

What type of securities is CONMED (CNMD) repurchasing?

CONMED is repurchasing its 2.25% Convertible Senior Notes due 2027. These securities are interest-bearing debt that can be converted into equity under certain conditions, so reducing their amount outstanding affects both leverage and potential future share issuance.

How were CONMED’s (CNMD) note repurchases arranged?

The repurchases were arranged through separate, privately negotiated purchase agreements with certain noteholders. Each holder agreed individually with CONMED on selling its notes, rather than participating in a general offer open to all investors in the convertible notes issue.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/04/2026 - 07:30 AM Learn about SEC filing dates

false 0000816956 0000816956 2026-06-03 2026-06-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 3, 2026

CONMED CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-39218		16-0977505
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

11311 Concept Blvd Largo, FL		33773
(Address of principal executive offices)		(Zip code)

(727) 392-6464

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (See General Instruction A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Rule 12(b) of the Act

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 par value		CNMD		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On June 3, 2026, CONMED Corporation, a Delaware corporation (“CONMED”), entered into separate, privately negotiated purchase agreements (the “Purchase Agreements”) with certain holders of its 2.25% Convertible Senior Notes due 2027 (the “Notes”). Under the terms of the Purchase Agreements, the Company agreed to purchase approximately $645.2 million aggregate principal amount of Notes from the holders thereof for approximately $637.2 million in cash. These purchase transactions are expected to close on June 15, 2026, subject to the satisfaction of customary closing conditions.

The foregoing description of the Purchase Agreements is qualified in its entirety by reference to the form of Purchase Agreement, a copy of which is attached as Exhibit 10.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are included herewith:

Exhibit Number	Description
10.1	Form of Purchase Agreement
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CONMED CORPORATION
	(Registrant)
	By:	/s/ Patrick J. Beyer
	Name:	Patrick J. Beyer
	Title:	President and Chief Executive Officer and Interim
		Principal Financial Officer

Date: June 4, 2026

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 75.4 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB