Every 8-K that Varex Imaging Corporation (VREX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow VREX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full VREX filings page.
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.
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 Corporation has refinanced its debt by entering into a new Credit and Guaranty Agreement providing a $350 million secured term loan, a $100 million secured revolving credit facility, and a $40 million secured delayed draw term loan, for total commitments of $490 million maturing on March 13, 2031.
The company drew $350 million from the term loan and, together with about $42 million of cash, funded the redemption of $368 million of 7.875% Senior Secured Notes due 2027 and related costs. This reduced outstanding debt by $18 million and is expected to lower annual cash interest expense by more than $7 million.
Borrowings bear SOFR-based variable interest plus a margin tied to Varex’s consolidated net leverage ratio, with an interest rate swap fixing the SOFR component at 3.65% and an initial 2.50% margin. The prior $155 million revolving credit facility was terminated, and the new revolver supports working capital and general corporate purposes.
Varex Imaging Corporation reported the results of its 2026 annual meeting of stockholders. Stockholders representing 38,575,226 shares, about 92% of shares outstanding and eligible to vote, were present in person or by proxy, establishing a strong quorum.
All seven director nominees — Kathleen L. Bardwell, Jocelyn D. Chertoff, Timothy E. Guertin, Jay K. Kunkel, Walter M. Rosebrough, Jr., Sunny S. Sanyal and Christine A. Tsingos — were elected to serve until the 2027 annual meeting of stockholders.
Stockholders also approved on an advisory basis the compensation of the company’s named executive officers and ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2026.
Varex Imaging Corporation reported a solid first quarter of fiscal 2026 with year-over-year growth and improved profitability. Revenue reached $209.6 million, up 5% from $199.8 million a year earlier, driven by a 17% year-over-year increase in Industrial segment revenue to $64.8 million, while Medical revenue was stable at $144.8 million.
GAAP net income attributable to Varex improved to $2.3 million, or $0.05 per diluted share, from a loss of $0.3 million, or $(0.01) per diluted share, in the prior-year quarter. Non-GAAP diluted net income per share increased to $0.19 from $0.10, and non-GAAP operating margin rose to 9.0%. Adjusted EBITDA grew to $28.5 million from $25.5 million.
Operating cash flow was a $16 million outflow, and cash, cash equivalents, and marketable securities declined to $125.6 million at quarter-end from $155.1 million at the end of fiscal 2025, primarily due to higher inventories. For the second quarter of fiscal 2026, the company expects revenue between $210 million and $225 million and non-GAAP net earnings per diluted share between $0.15 and $0.25.
Varex Imaging Corporation (VREX) filed a current report to announce that it has released a press release with its preliminary operating results for the twelve months ended October 3, 2025. The press release, titled “Varex Announces Financial Results for Fourth Quarter and Fiscal Year 2025,” is furnished as Exhibit 99.1 to the report and provides details on the company’s fourth quarter and full fiscal year 2025 performance. The company specifies that this information is being furnished under the securities laws rather than formally filed, which affects how it may be used in other regulatory documents.
Varex Imaging Corporation reported that Kimberley Honeysett, its Senior Vice President, Chief Legal Officer, and Corporate Secretary, has agreed to transition out of the Chief Legal Officer role. She will remain CLO through October 3, 2025, then continue providing transition services as a non-executive employee or advisor through December 12, 2027, reporting to the Chief Executive Officer.
During the transition period, she will continue to receive her current salary, benefits, and, for fiscal year 2026, eligibility for a management incentive plan bonus. For the remainder of the continued service period, she will receive $100,000 in compensation, continued health insurance coverage, and other benefits described in her transition agreement, and will continue vesting in existing equity awards but will not receive new equity grants. The agreement also includes mutual releases, indemnification, and allows the company to terminate the arrangement for cause.