Varex Imaging Corp (VREX) SEC Filings

Varex Imaging Corporation (VREX) has called a special meeting to seek stockholder approval of a merger under which Teledyne Technologies, through Detect Merger Sub, will acquire Varex. Each share of Varex common stock will be converted into the right to receive $18.90 in cash, subject to withholding taxes, and Varex will become a wholly owned subsidiary of Teledyne, with its stock delisted from Nasdaq and deregistered under the Exchange Act.

The merger requires approval by the holders of a majority of Varex’s outstanding common shares, expiration or termination of U.S. HSR and specified foreign antitrust and UK NSIA reviews, and other customary conditions, including no Company Material Adverse Effect. The board unanimously recommends voting in favor of the merger, an advisory vote on merger-related executive compensation, and a possible adjournment to solicit additional proxies. Stockholders who do not vote for the merger and follow strict procedures may seek appraisal in Delaware court for the “fair value” of their shares. The agreement includes a no-shop with fiduciary-out for a Company Superior Proposal and a $25.26 million termination fee in specified circumstances; Evercore Group L.L.C. provided a fairness opinion for a fee tied largely to deal completion.

Varex Imaging Corp (VREX) reported equity compensation activity for Chief Human Resources Officer Karen L. Aranki. On August 14, 2026, 3,974 Restricted Stock Units vested and were converted on a one-for-one basis into 3,974 shares of common stock. Of these shares, 1,145 were withheld at a price of $18.49 per share to satisfy tax withholding obligations arising from the vesting. After this vesting, Aranki holds 3,975 Restricted Stock Units scheduled to vest 50% on August 15, 2026 and 50% on August 15, 2028, with vested shares to be delivered upon vesting.

Varex Imaging Corporation reported stronger results for the quarter ended July 3, 2026, with net revenues of $210.5 million, up from $203.0 million a year earlier. Net income attributable to Varex was $15.7 million versus a prior-year loss of $89.1 million, largely reflecting the absence of a $93.9 million goodwill impairment recorded in 2025. Diluted EPS was $0.37 compared with a loss of $2.15.

For the first nine months of fiscal 2026, revenue rose to $636.1 million from $615.7 million, and net income attributable to Varex improved to $9.9 million from a loss of $82.5 million. Operating cash flow declined to $3.4 million from $33.8 million, as inventories increased to $347.1 million. The company refinanced its debt, issuing a new $350.0 million Term Loan Facility and a $100.0 million Revolving Credit Facility, and redeemed the remaining $368.0 million of Senior Secured Notes, recognizing a $9.4 million loss on extinguishment.

Subsequent to quarter end, Varex agreed to be acquired by Teledyne Technologies Incorporated. Each outstanding Varex share will be converted into the right to receive $18.90 in cash, subject to stockholder approval, regulatory clearances, and other customary conditions. If completed, Varex will become a wholly owned subsidiary of Teledyne and its common stock will be delisted from Nasdaq.

Varex Imaging Corporation agreed to be acquired by Teledyne Technologies under a definitive merger agreement signed on August 10, 2026. Teledyne will acquire all outstanding Varex common shares for $18.90 per share in cash, implying an aggregate transaction value of approximately $1.1 billion, including equity awards and net debt. Varex will become a wholly owned subsidiary of Teledyne, and its shares are expected to be delisted from Nasdaq and deregistered under the Exchange Act after closing.

Closing is targeted for early 2027, subject to approval by a majority of Varex shares outstanding, antitrust and other foreign regulatory clearances, absence of legal restraints, accuracy of representations, covenant compliance, and no Company Material Adverse Effect. The merger has no financing condition; Teledyne expects to use its existing credit facility. The agreement includes customary no‑shop restrictions, but allows Varex to consider a bona fide superior proposal, subject to matching rights and a $25.3 million termination fee in specified circumstances. Unvested equity awards generally vest or are treated per detailed formulas, with named executives receiving fully accelerated vesting, leading to estimated cash payouts of $8.7 million for Sunny S. Sanyal and between $1.45 million and $2.77 million for other named executives.

Varex Imaging Corporation reported unaudited third-quarter fiscal 2026 results with total revenue of $210.5 million, up 4% year-over-year. Medical revenue was $134.0 million and Industrial revenue was $76.5 million, reflecting strong growth in industrial and cargo and vehicle inspection systems.

During the quarter, Varex received $17 million of U.S. Customs refunds for previously paid IEEPA tariffs and recorded a $7 million revenue reduction for expected customer reimbursements; these items increased gross profit by about $10 million. GAAP net income attributable to Varex was $15.7 million (basic and diluted EPS $0.37) versus a loss of $89.1 million a year earlier, which included a $93.9 million goodwill impairment. Non-GAAP gross margin rose to 36.7% from 33.5%, and non-GAAP diluted EPS increased to $0.31 from $0.13. Adjusted EBITDA was $33.1 million compared with $27.5 million in the prior-year quarter.

Varex generated $21 million of operating cash flow. Cash, cash equivalents, and marketable securities totaled $99.2 million at quarter-end versus $155.1 million at the end of fiscal 2025, mainly due to debt redemption and refinancing and higher inventory. In connection with a pending transaction with Teledyne Technologies, the company cancelled its Q3 earnings conference call and is not providing guidance.

Vanguard Capital Management LLC, together with certain affiliates, reports beneficial ownership of 2,147,586 shares of Varex Imaging Corp common stock on a Schedule 13G. This represents 5.1% of the class as of June 30, 2026.

Vanguard has sole voting power over 280,424 shares and sole dispositive power over all 2,147,586 shares, with no shared voting or dispositive power. The position includes securities held by various Vanguard funds and managed accounts for which Vanguard entities exercise voting and/or dispositive authority. No single other person has a more than 5% interest in the reported securities. The filing is signed by an authorized signatory of Vanguard Capital Management.

Varex Imaging Corporation reported higher sales but a net loss for the quarter ended April 3, 2026. Revenue rose slightly to $216.0 million from $212.9 million a year earlier, with growth in the Americas and APAC partly offset by softer EMEA demand.

Operating income fell to $14.4 million from $22.1 million as gross profit declined and selling, general, and administrative costs increased. A sharp rise in interest expense, including a $9.4 million loss on debt extinguishment, pushed the company to a quarterly net loss attributable to Varex of $8.1 million, or $0.19 per diluted share, versus earnings of $6.9 million, or $0.17 per diluted share, in the prior-year quarter.

For the first six months, revenue increased to $425.6 million from $412.7 million, but Varex posted a net loss of $5.8 million compared with net income of $6.6 million a year ago. Operating cash flow swung to an outflow of $17.6 million from an inflow of $26.1 million, driven largely by higher inventories. Cash and cash equivalents declined to $85.3 million, while inventories rose to $346.7 million. The company refinanced its capital structure with a new $350.0 million term loan and $100.0 million revolving credit facility, redeeming $368.0 million of 7.875% senior secured notes.

Varex Imaging Corporation reported unaudited results for its second quarter of fiscal 2026, with revenue of $216 million, up 1% year-over-year, but a GAAP net loss. Medical revenue was $156 million and Industrial revenue was $60 million.

GAAP gross margin was 34% and GAAP operating margin 7%. The company posted a GAAP net loss of $0.19 per diluted share, while non-GAAP net income was $0.21 per diluted share, down from $0.31 a year earlier as lower margins and higher interest and other costs weighed on results.

Cash outflows from operations were $2 million. Cash, cash equivalents, and marketable securities totaled $88 million, down from $155 million at the end of fiscal 2025, mainly due to debt redemption and refinancing and higher inventory to support anticipated demand. For full fiscal 2026, Varex expects revenue between $860 million and $880 million and non-GAAP EPS between $0.80 and $1.00, with third-quarter revenue guidance of $210 million to $225 million and non-GAAP EPS of $0.15 to $0.30.

Varex Imaging Corp executive Jesse Don Merkley, SVP and GM, Industrial, filed an initial ownership report showing his equity stake in the company. He directly holds 15,334 shares of common stock as of the reported date.

He also holds several equity awards, including restricted stock units and performance stock units that each convert into common stock on a one-for-one basis as vesting and performance conditions are met. In addition, he holds a non-qualified stock option covering 9,727 shares of common stock at an exercise price of $24.55 per share, expiring in 2033, along with multiple RSU and PSU grants that vest over time and are tied to fiscal-year performance criteria.