Teleflex (NYSE: TFX) outlines CEO Liam Kelly separation and transition

Rhea-AI Filing Summary

Teleflex Incorporated has finalized the transition of former President and CEO Liam J. Kelly. His departure from the CEO role was effective at the end of the day on January 7, 2026, and he resigned from the Board on January 23, 2026, when he signed a separation agreement and release.

The separation agreement provides Mr. Kelly with the benefits applicable to a termination without cause under his March 31, 2017 severance agreement, contingent on his release of claims. His outstanding equity awards receive age and service-based vesting treatment as provided in existing equity award agreements.

Mr. Kelly will remain an employee through March 31, 2026 in a transition role. During this period he will continue to receive base salary, remain eligible for his existing health, welfare and 401(k) benefits, be paid any 2025 Annual Incentive Plan bonus that becomes payable during the transition, and vest in equity awards scheduled to vest in that timeframe, but will receive no new equity grants. Existing restrictive covenants under his severance agreement remain in effect.

Insights

Corporate governance analyst

Teleflex formalizes CEO transition terms without introducing new surprises.

Teleflex has moved from announcing Liam J. Kelly’s CEO departure to documenting the legal and economic terms of his exit. The separation agreement characterizes his treatment as a termination without cause under his existing March 31, 2017 severance agreement, which anchors payouts to previously disclosed arrangements rather than bespoke, one-off terms.

The filing also clarifies governance status: Mr. Kelly has resigned from the Board effective January 23, 2026, eliminating any overlap between his former executive role and board service. His outstanding equity awards follow age and service vesting rules in pre-existing equity award agreements, and he does not receive new equity grants during the transition, which limits incremental dilution tied specifically to the separation.

The structured transition period through March 31, 2026, with continued salary, benefits, and vesting of awards scheduled to vest in that window, is designed to support operational continuity while enforcing existing restrictive covenants. Subsequent proxy materials and compensation disclosures for the period including 2025 and early 2026 are likely to provide more detailed dollar values of severance and equity treatment based on these terms.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) January 23, 2026

TELEFLEX INCORPORATED

(Exact name of Registrant as Specified in Its Charter)

Delaware			1-5353			23-1147939
(State or Other Jurisdiction of Incorporation or Organization)			(Commission File Number)			(IRS Employer Identification No.)

550 E. Swedesford Rd., Suite 400

Wayne,

PA

19087

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code

(610)

225-6800

Not applicable

(Former Name or Former Address, If Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $1 per share

TFX

New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ 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))

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced on a Current Report on Form 8-K filed by Teleflex Incorporated (the “Company”) with the Securities and Exchange Commission (the “SEC”) on January 8, 2026, Liam J. Kelly departed from his roles as the Company’s President and Chief Executive Officer, effective as of the end of the day on January 7, 2026 (the “Effective Date”). In connection with Mr. Kelly’s departure, the Company entered into a separation agreement and release with Mr. Kelly, dated January 23, 2026 (the “Separation Agreement”). Pursuant to the Separation Agreement, Mr. Kelly has resigned from the Board effective January 23, 2026.

The Separation Agreement provides for the benefits to which Mr. Kelly is entitled in the event of a termination without cause pursuant to the terms of his existing severance agreement with the Company, dated March 31, 2017 (provided that outplacement benefits will be paid in a lump sum), contingent upon Mr. Kelly’s execution of a release of claims in favor of the Company and its affiliates, which such release is included in the Separation Agreement. Please refer to the description of the post-employment payments and benefits included under the heading “Compensation Discussion and Analysis - Ongoing and Post-Employment Arrangements - Executive Severance Arrangements” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on March 28, 2025, which description is incorporated herein by reference. Further, Mr. Kelly’s outstanding equity awards will receive age and service vesting treatment upon termination to the extent applicable under his existing equity award agreements.

Additionally, the Separation Agreement provides that Mr. Kelly will remain an employee of the Company following the Effective Date until March 31, 2026, unless he resigns or the Company terminates him for cause prior to such date (the “Transition Period”) in order to provide transition services to the Company. During the Transition Period, Mr. Kelly will continue to: (i) receive his base salary; (ii) be eligible to participate in all health and welfare benefit plans in which he was enrolled as of the Effective Date, including the Company’s 401(k) plan; (iii) receive payment of any bonus payable pursuant to the Company’s Annual Incentive Plan in respect of the 2025 performance period to the extent scheduled to be paid during the Transition Period; and (iv) vest and settle in all equity awards granted to him by the Company that are scheduled to vest during the Transition Period (but will be ineligible to receive any new equity award grants).

As affirmed in the Separation Agreement, Mr. Kelly will be subject to the restrictive covenants set out in his existing severance agreement.

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.    

Date: January 23, 2026 TELEFLEX INCORPORATED

By: /s/ Daniel V. Logue Name: Daniel V. Logue Title: Corporate Vice President, General Counsel and Secretary

FAQ

What executive leadership change does Teleflex (TFX) describe in this 8-K?

The filing notes that Liam J. Kelly departed his roles as President and Chief Executive Officer of Teleflex effective at the end of the day on January 7, 2026, and that he resigned from the Board of Directors effective January 23, 2026, in connection with a separation agreement.

What is included in Liam Kellys separation agreement with Teleflex (TFX)?

The separation agreement, dated January 23, 2026, provides Mr. Kelly with the benefits he is entitled to in the event of a termination without cause under his March 31, 2017 severance agreement, contingent on his signing a release of claims. It also confirms his resignation from the Board and affirms that he remains bound by restrictive covenants in his severance agreement.

How long will Liam Kelly remain employed by Teleflex after stepping down as CEO?

Mr. Kelly will remain an employee of Teleflex during a transition period that runs from the January 7, 2026 effective date of his CEO departure through March 31, 2026, unless he resigns earlier or is terminated for cause.

What compensation and benefits will Liam Kelly receive during the Teleflex transition period?

During the transition period, Mr. Kelly will continue to receive his base salary, stay eligible for the health and welfare benefit plans and 401(k) plan in which he was enrolled as of January 7, 2026, receive any bonus payable under the 2025 Annual Incentive Plan that is scheduled to be paid during the transition, and vest and settle in equity awards scheduled to vest in that timeframe, but he will not receive new equity awards.

How are Liam Kellys equity awards treated under the Teleflex separation arrangement?

The filing states that Mr. Kellys outstanding equity awards will receive age and service vesting treatment upon termination to the extent applicable under his existing equity award agreements, and he will continue to vest in awards scheduled to vest during the transition period. He will not be granted any new equity awards.

Where can investors find more detail on Teleflexs severance benefits for executives?

The filing refers investors to the description of post-employment payments and benefits under Compensation Discussion and Analysis - Ongoing and Post-Employment Arrangements - Executive Severance Arrangements in Teleflexs Definitive Proxy Statement on Schedule 14A filed on March 28, 2025, which is incorporated by reference.