Teleflex (TFX) defends strategy with $1.8B sales, $1B buyback and restructuring push

Rhea-AI Filing Summary

Teleflex Incorporated used this update to respond to Irenic Capital and restate its strategic plan. The company says it remains open to bona fide acquisition proposals but believes its current strategy will create more value. Teleflex highlights previously announced agreements to sell its Acute Care, Interventional Urology and OEM businesses, which are expected to close in the second half of 2026 and generate about $1.8 billion in after-tax net proceeds. It plans to use these proceeds for a $1.0 billion share repurchase and $800 million of debt reduction. Management also points to a multi-year restructuring plan targeting roughly $50 million in annual pre-tax cost savings by mid-2028, with some benefits beginning in 2026, as it focuses the company on higher-growth, higher-margin medical technology segments.

Insights

Healthcare equity analyst

Teleflex defends its strategy, emphasizing portfolio sales, capital returns and cost cuts.

Teleflex outlines a focused transformation plan while publicly countering Irenic Capital’s push for an immediate strategic alternatives process. The company stresses its willingness to consider bona fide offers, but reiterates that its current strategy underpins long-term value in its core medical technology segments.

The update centers on previously announced divestitures of the Acute Care, Interventional Urology and OEM businesses, expected to deliver about $1.8 billion in after-tax net proceeds in the second half of 2026. Management intends to allocate $1.0 billion to share repurchases and $800 million to debt reduction, which would reshape the balance sheet and equity base.

Teleflex also describes a multi-year restructuring plan designed to produce roughly $50 million in annual pre-tax cost savings by mid-2028. Alongside an ongoing CEO search and integration of prior acquisitions, execution on divestiture closings, buybacks, debt paydown and cost reductions will be key drivers of its future financial profile and margins.

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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) March 27, 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 7.01. Regulation FD Disclosure.

On March 27, 2026, Teleflex Incorporated (the “Company”) issued a press release (the “Press Release”) in response to a press release issued by Irenic Capital Management L.P. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1						Press Release, dated March 27, 2026
104						The Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL

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: March 27, 2026 TELEFLEX INCORPORATED

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

Exhibit 99.1

Teleflex Reiterates Commitment to Value Maximizing Strategies and Strong Execution

Previously Announced Sale Transactions on Track to Close in Second Half of 2026; Expecting $1.8 Billion of Net Proceeds for Buyback and Debt Paydown

WAYNE, Pa., March 27, 2026 -- Teleflex Incorporated (NYSE:TFX), a leading global provider of medical technologies, today issued the following statement in response to the press release issued by Irenic Capital Management L.P. (“Irenic”).

The Teleflex Board of Directors and management team are committed to acting in the best interests of the Company and its shareholders. Members of the Board and management team met with Irenic at their request on March 19, 2026, to better understand their views and underscore the Company’s commitment to maximizing value for shareholders. At that meeting, Irenic demanded that Teleflex immediately announce a public strategic alternatives process within a week or Irenic would issue a public press release calling for a sale.

Irenic grossly mischaracterizes the discussions between Teleflex and Irenic, in particular the words of Teleflex’s Chairman of the Board, Dr. Stephen Klasko. Further, Irenic’s statement that “the Board has directed the Company’s advisors to refuse approaches from potential acquirors” is patently false.

Teleflex’s Board has clearly demonstrated its willingness to consider all paths that enhance value for shareholders. Teleflex has not rebuffed inbounds from potential acquirers or received proposals to acquire the Teleflex RemainCo business. However, the Board would thoroughly and thoughtfully consider any bona fide acquisition proposal in the context of the long-term value inherent in the business.

Teleflex has made demonstrable progress optimizing its portfolio and positioning the Company for long-term value creation. In July 2025, we completed the acquisition of BIOTRONIK’s Vascular Intervention business, expanding our coronary intervention portfolio and establishing a global footprint in the fast-growing peripheral intervention market. In December 2025, we announced agreements to sell the Acute Care, Interventional Urology and OEM businesses as part of our overall transformation plan, creating a more focused medical technologies leader, with a higher forward revenue CAGR, positioned to drive growth across its core critical care and high acuity hospital market, with highly complementary businesses in Vascular Access, Interventional and Surgical.

The sale transactions, which are on track to close in the second half of 2026, are expected to deliver net proceeds of approximately $1.8 billion after tax. The Company has announced that it will use these proceeds to fund a $1.0 billion share repurchase and $800 million in debt paydown – and that it will maintain a disciplined capital allocation framework. Teleflex is also making progress on its strategic priorities, which include driving durable performance and building a clearer financial profile with significant improvements in margins, interest expense and adjusted earnings per share.

The Board is focused on successfully completing the divestitures, including the efficient and effective operational separation of the businesses from Teleflex RemainCo, as well as our ongoing CEO search. Furthermore, as interim CEO, Stu Randle has worked with the management team to devise a multi-year restructuring plan that is expected to achieve approximately $50 million in annual pre-tax cost savings upon completion in mid-2028, with a portion of these cost savings to start being realized in 2026.

As Dr. Klasko conveyed to Irenic, the Board believes that the impact of these actions, including the buyback, debt paydown, restructuring, revised strategic approach and outlook for 2027, is not yet reflected in the Company’s stock price. Teleflex will continue to take decisive actions to best position the Company for success and drive enhanced value for shareholders.

J.P. Morgan Securities LLC is serving as financial advisor to Teleflex, Simpson Thacher & Bartlett LLP is serving as legal advisor and Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor.

About Teleflex Incorporated

As a global provider of medical technologies, Teleflex is driven by our purpose to improve the health and quality of people’s lives. Through our vision to become the most trusted partner in healthcare, we offer a diverse portfolio with solutions in the therapy areas of anesthesia, emergency medicine, interventional cardiology and radiology, surgical, vascular access, and urology. We believe that the potential of great people, purpose driven innovation, and world-class products can shape the future direction of healthcare.

Teleflex is the home of Arrow™, Barrigel™, Deknatel™, LMA™, Pilling™, QuikClot™, Rüsch™, UroLift™ and Weck™ – trusted brands united by a common sense of purpose.

At Teleflex, we are empowering the future of healthcare. For more information, please visit teleflex.com.

Forward Looking Statements

Certain statements made in this press release, other than statements of historical fact, are forward-looking statements. These statements include, but are not limited to, statements related to the sales of the Company’s Acute Care, Interventional Urology and OEM businesses, including the anticipated timetable for completing the sale transactions, the anticipated net proceeds from the sale transactions and the expected use of such net proceeds; statements related to the Company’s multi-year restructuring plan, including the restructuring plan’s anticipated cost savings, the timetable for completing such restructuring plan and the timetable for realizing such cost savings; and statements related to the impact of such actions, the Company’s progress in achieving its overall strategic priorities and the Company’s stock price and future financial and operating performance and outlook. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “will,” “would,” “should,” “guidance,” “potential,” “continue,” “project,” “forecast,” “confident,” “prospects” and similar expressions typically are used to identify forward-looking statements. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the Company’s business and the industry and markets in which the Company operates. These statements are not guarantees of future performance and are subject to risks and uncertainties, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied by these forward-looking statements due to a number of factors, including changes in business relationships with and purchases by or from major customers or suppliers; delays or cancellations in shipments; demand for and market acceptance of new and existing products; the impact of inflation and disruptions in the Company’s global supply chain on the Company and its suppliers (particularly sole-source suppliers and providers of sterilization services), including fluctuations in the cost and availability of resins and other raw materials, as well as certain components, used in the production or sterilization of the Company’s products, transportation constraints and delays, product shortages, energy shortages or increased energy costs, labor shortages in the United States and elsewhere, and increased operating and labor costs; the Company’s inability to integrate acquired businesses into its operations, realize planned synergies and operate such businesses profitably in accordance with the Company’s expectations; the Company’s ability to manage its ongoing CEO transition; the Company’s inability to effectively execute its restructuring programs; the Company’s inability to realize anticipated savings resulting from restructuring plans and programs; the Company’s inability to complete the sales of our Acute Care, Interventional Urology and OEM businesses, the terms and timing for such transactions, the ability to satisfy any applicable conditions and the expected benefits; the impact of enacted healthcare reform legislation and proposals to amend, replace or repeal the legislation; changes in Medicare, Medicaid and third party coverage and reimbursements; the impact of tax legislation and related regulations; competitive market conditions and resulting effects on revenues and pricing; global economic factors, including currency exchange rates, interest rates, trade disputes, tariffs, sovereign debt issues and international conflicts and hostilities, such as the ongoing conflicts between Russia and Ukraine and in the Middle East; public health epidemics and pandemics; difficulties entering new markets; and general economic conditions. For a further discussion of the risks relating to

the Company’s business, see Item 1A, Risk Factors, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and subsequent reports filed with the Securities and Exchange Commission. The Company expressly disclaims any obligation to update these forward-looking statements, except as otherwise explicitly stated by the Company or as required by law or regulation.

Contacts:

Teleflex Incorporated:

Lawrence Keusch

Vice President, Investor Relations and Strategy Development

investors.teleflex.com

610-948-2836

FAQ

What strategic actions is Teleflex (TFX) emphasizing in this update?

Teleflex emphasizes its ongoing portfolio transformation, including selling its Acute Care, Interventional Urology and OEM businesses. It also highlights capital allocation plans for share repurchases and debt reduction, plus a multi-year restructuring program aimed at improving margins and long-term shareholder value.

How much in net proceeds does Teleflex (TFX) expect from its planned business sales?

Teleflex expects approximately $1.8 billion in after-tax net proceeds from the planned sales of its Acute Care, Interventional Urology and OEM businesses. These sale transactions are described as being on track to close in the second half of 2026, subject to customary conditions.

How will Teleflex (TFX) use the $1.8 billion of expected net proceeds?

Teleflex plans to allocate $1.0 billion of the expected $1.8 billion net proceeds to share repurchases and $800 million to debt paydown. Management says this approach aligns with a disciplined capital allocation framework and supports its long-term value creation strategy.

What cost savings does Teleflex (TFX) target from its restructuring plan?

Teleflex’s multi-year restructuring plan is expected to generate about $50 million in annual pre-tax cost savings upon completion in mid-2028. The company notes that a portion of these savings should begin to be realized in 2026 as restructuring initiatives are implemented.

How is Teleflex (TFX) responding to Irenic Capital’s calls for a sale process?

Teleflex states that its Board and management met with Irenic and disagree with Irenic’s characterization of those discussions. The company reiterates that it has not rejected potential acquirers and would thoughtfully consider any bona fide acquisition proposal in light of its long-term value outlook.

What are Teleflex’s (TFX) strategic priorities after the planned divestitures?

Teleflex aims to become a more focused medical technologies leader with higher forward revenue growth, centered on core critical care and high-acuity hospital markets. It is prioritizing margin improvement, lower interest expense, higher adjusted earnings per share and successful completion of its CEO search.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 14.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB