Teleflex Inc.
11/05/2026 | Press release | Distributed by Public on 11/05/2026 10:53
Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
Teleflex Incorporated ("we," "us," "our" and "Teleflex") is a global provider of medical technology products focused on enhancing clinical benefits, improving patient and provider safety and reducing total procedural costs. We primarily design, develop, manufacture and supply single-use medical devices used by hospitals and healthcare providers supporting high-acuity emergent procedures. Substantially all of our net revenues come from single-use medical devices. We market and sell our products worldwide through a combination of our direct sales force and distributors. Because our products are used in numerous markets and for a variety of procedures, we are not dependent upon any one end-market or procedure. We are focused on achieving consistent, sustainable and profitable growth by increasing our market share and improving our operating efficiencies.
We evaluate our portfolio of products and businesses on an ongoing basis to ensure alignment with our overall objectives. Based on our evaluation, we may seek to optimize utilization of our facilities through restructuring initiatives designed to further reduce our cost base and enhance our competitive position. In addition, we may continue to explore opportunities to expand the size of our business and improve our margins through a combination of acquisitions and distributor to direct sales conversions, which generally involve our elimination of a distributor from the sales channel, either by acquiring the distributor or terminating the distributor relationship (in some instances, the conversions involve our acquisition or termination of a master distributor and the continued sale of our products through sub-distributors). Our distributor to direct sales conversions are designed to facilitate improved product pricing and more direct access to the end users of our products within the sales channel. Further, we may identify opportunities to expand our margins through strategic divestitures of existing businesses and product lines that no longer meet our objectives.
Recent Strategic Actions
In February 2025, we announced our intention to undertake a strategic transformation of the organization. In accordance with this strategy, on December 9, 2025, we announced that we entered into definitive agreements, which were approved at such time by our Board of Directors, to sell our Acute Care and Interventional Urology (also referred to as "IU") businesses to Intersurgical® Ltd and our OEM business to Montagu and Kohlberg (collectively referred to as the "Strategic Divestitures").
The Strategic Divestitures represent a single plan to exit certain product categories that, in aggregate, met accounting requirements to be classified as discontinued operations and held for sale beginning December 31, 2025 and for the subsequent reporting periods. Information provided herein is presented on a continuing operations basis to reflect the impact of the Strategic Divestitures, unless otherwise indicated.
On August 3, 2026, we completed the sale of the OEM business in connection with the Strategic Divestitures. We received net cash proceeds of $1.5 billion ($1.3 billion after-tax) and recognized a pre-tax gain on sale of $1.0 billion upon the derecognition of the related assets and liabilities. Our accounting for the sale remains subject to certain working capital and other customary adjustments. In connection with the sale, we finalized several ancillary agreements with Montagu and Kohlberg, which have varying durations extending up to 24 months, to facilitate the transfer of the business and cover transition support, quality, distribution, supply, development and manufacturing services. We account for these services separately from the sale, primarily within selling, general and administrative expenses within continuing operations, as they were negotiated primarily to benefit Montagu and Kohlberg and do not represent part of the consideration transferred for the divestiture.
Separately, the Acute Care and IU businesses sale is currently anticipated to be completed by the end of 2026. However, timing remains subject to the regulatory process and other customary closing conditions, and closing may extend into 2027. Upon closing, we expect to receive gross cash proceeds of approximately $530 million, subject to certain working capital and other customary adjustments and transaction costs.
For this transaction, we have also negotiated transition services agreements and other arrangements intended to govern ongoing activities between Teleflex and the buyer following the closing date of the transaction, including interim operating model arrangements and manufacturing and supply services. Although the material terms of these agreements have been substantially determined, they remain subject to finalization and execution, which we expect to complete at closing.
For additional information regarding the Strategic Divestitures, refer to Note 5 within the condensed consolidated financial statements included in this report.
Leadership updates
On January 8, 2026, we announced the departure of our former Chairman, President and Chief Executive Officer, Liam J. Kelly, and the appointment of Stuart A. Randle as Interim President and Chief Executive Officer. In connection with Mr. Kelly's departure as President and Chief Executive Officer, the Board appointed Stephen K. Klasko, M.D. to serve as the independent Chair of the Board. In connection with Mr. Kelly's departure, Mr. Kelly is entitled to benefits and payments as provided under his employment agreement with the Company dated as of March 31, 2017, and as a result, we recognized $2.5 million in associated severance expense during the first quarter of 2026.
On April 30, 2026, we announced the appointment of Jason Weidman as President and Chief Executive Officer, effective June 8, 2026. On that date, Mr. Weidman succeeded Stuart Randle as Interim President and Chief Executive Officer since January 2026, and also joined our Board. Mr. Randle continues to serve as a Board member.
On May 15, 2026, Dr. Klasko and John Heinmiller concluded their respective Board terms at our 2026 annual meeting of stockholders. On that date, Michael J. Tokich was elected to our Board and, in connection with Dr. Klasko's departure, Andrew A. Krakauer was named Chairman of the Board. On September 8, 2026, Sean M. Salmon was elected to our Board.
Change in reportable segments
During the third quarter of 2026, our chief operating decision maker changed the way he reviews financial information for purposes of assessing business performance and allocating resources from a geographically based business unit presentation to a product based business unit presentation. As a result, we now have the following three reportable segments: Vascular, Interventional and Surgical, which are consistent with our identified reporting units. Additionally, our chief operating decision maker now evaluates segment operating profit using a revised measure that differs from the prior measure, which, amongst other changes, no longer includes certain shared logistics and distribution costs. All prior comparative periods presented have been recast to conform to the current period presentation. These changes in methodology have no impact on our consolidated financial results.
Additionally, because of the change to each of our reporting units, we reallocated the goodwill balances based on the relative fair values of the reporting units and performed goodwill impairment analyses on our reporting units both before and after the reallocation. The estimated fair value of all three reporting units exceeded their carrying value, and no impairment was recorded. The estimated fair value of each reporting unit is sensitive to changes in key assumptions, including projected revenue growth, operating margin and discount rate. The estimated fair value of our Interventional reporting unit exceeded its carrying value by approximately 15%. A hypothetical 1% increase in our discount rate estimate, holding other assumptions constant, would reduce the excess of fair value over carrying value of the Interventional reporting unit to less than 5%. Adverse changes in these assumptions or in market conditions could result in an impairment charge in a future period.
Litigation settlement
In April 2026, we entered into a settlement agreement with another medical device company to resolve a litigation matter involving alleged infringement of patents held by Teleflex (referred to as the "Litigation settlement"). Pursuant to the terms of the agreement, we received $25.0 million in monetary consideration in connection with the settlement, which was recognized as a gain within the condensed consolidated statements of income for the nine months ended September 30, 2026. The settlement fully resolves the litigation, with no admission of liability by the other medical device company or by Teleflex.
Acquisition of BIOTRONIK Vascular Intervention business
In the third quarter of 2025, we completed the acquisition of substantially all of the Vascular Intervention business of BIOTRONIK SE & Co. KG (the "VI Business"), for a net cash payment of €704.3 million, or $825.2 million. The acquisition adds a broad suite of coronary and peripheral medical devices, such as drug-coated balloons, stents and balloon catheters, which complements our interventional product portfolio. See Note 4 to the condensed consolidated financial statements included in this report for additional information.
Factors impacting our business
Our global operations are subject to risks associated with international trade policies, including the imposition of tariffs. On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed pursuant to the International Emergency Economic Powers Act ("IEEPA"). Since that time, the Administration has imposed tariffs under alternative statutory authority designed to replace or preserve elements of the prior tariff framework. The
scope and durability of these replacement tariffs remain uncertain and subject to ongoing legal, regulatory and administrative developments.
Following that ruling, the U.S. government established a process for submitting refund requests for tariffs that had been collected under IEEPA, and we submitted several such requests. During the third quarter of 2026, we received approval and payment for substantially all of our submitted refund requests and recognized a benefit of $25.3 million within continuing operations, which reduced cost of goods sold in the condensed consolidated statements of income for the three and nine months ended September 30, 2026. Including refunds related to products associated with the Strategic Divestiture businesses, total refund payments were $39.2 million. The $13.9 million related to the Strategic Divestitures was recorded within discontinued operations. We anticipate submitting additional refund requests during the fourth quarter of 2026 under the final phase of the IEEPA tariff refund process. We have not recorded a receivable related to these additional requests as of September 30, 2026.
Further changes to proposed or enacted tariffs could materially impact our business, including gross margins and cash flows. We continue to evaluate measures designed to mitigate the future impacts of tariffs, such as supply chain optimization strategies and adjustments to chain-of-custody protocols. The ultimate impact of tariffs and trade policy changes on our results of operations and cash flows will depend on several factors, including the timing, scale, scope, and nature of any tariffs or policies implemented, any associated retaliatory measures or further legal challenges.
In addition to risks associated with international trade policies, geopolitical developments, including the recent escalation of conflict in the Middle East, have increased macroeconomic uncertainty. These developments may result in disruptions to global energy supplies, volatility and increases in energy prices, heightened inflationary pressures and disruptions to global supply chains, any of which could adversely affect our results of operations or financial condition. We continue to monitor these developments and the broader macroeconomic environment and, where appropriate, are taking actions to mitigate potential impacts on our business.
Results of Operations
As used in this discussion, "new products" are products for which commercial sales have commenced within the past 36 months, and "existing products" are products for which commercial sales commenced more than 36 months ago. Discussion of results of operations items that reference the effect of one or more acquired and/or divested businesses or assets (except with respect to acquired distributors) generally reflects the impact of the acquisitions and/or divestitures within the first 12 months following the date of the acquisition and/or divestiture. In addition to increases and decreases in the per unit selling prices of our products to our customers, our discussion of the impact of product price increases and decreases also reflects the impact on the pricing of our products resulting from the elimination of the distributor, either through acquisition or termination of the distributor, from the sales channel. All of the dollar amounts in the tables are presented in millions unless otherwise noted.
Certain financial information is presented on a rounded basis, which may cause minor differences.
Net revenues
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 2025 | ||||||||||||||||||||
| Net revenues | $ | 567.8 | $ | 566.9 | $ | 1,686.4 | $ | 1,423.7 | |||||||||||||||
Net revenues for the three months ended September 30, 2026 increased $0.9 million, or 0.2%, compared to the prior year period, primarily attributable to a $6.0 million increase in sales volumes of existing products and, to a lesser extent, price increases and an increase in sales of new products, partially offset by the prior period including a favorable adjustment to our reserves related to the Italian payback measure, which did not recur.
Net revenues for the nine months ended September 30, 2026 increased $262.7 million, or 18.4%, compared to the prior year period, primarily due to net revenues of $198.1 million generated by the acquired VI Business and a $37.7 million increase in sales volumes of existing products, favorable fluctuations in foreign currency exchange rates and price increases.
Gross profit
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 2025 | ||||||||||||||||||||
| Gross profit | $ | 368.8 | $ | 292.0 | $ | 1,007.9 | $ | 813.3 | |||||||||||||||
| Percentage of sales | 65.0 | % | 51.5 | % | 59.8 | % | 57.1 | % | |||||||||||||||
Gross margin for the three months ended September 30, 2026 increased 1,350 basis points, or 26.2%, compared to the prior year period, primarily due to the prior year period including an adverse impact from the amortization of the fair value step-up in inventory recognized in connection with the VI Business acquisition, which did not recur, the benefit from IEEPA tariff refunds and favorable fluctuations in foreign currency exchange rates. The increases in gross profit were partially offset by an increase in costs for quality remediation charges.
Gross margin for the nine months ended September 30, 2026 increased 270 basis points, or 4.7%, compared to the prior year period, primarily due to a net decrease in inventory step-up charges related to the VI Business acquisition and the benefit from IEEPA tariff refunds, partially offset by an increase in costs for quality remediation and excess and obsolete inventory charges.
Selling, general and administrative
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 2025 | ||||||||||||||||||||
| Selling, general and administrative | $ | 220.7 | $ | 207.4 | $ | 660.3 | $ | 497.8 | |||||||||||||||
| Percentage of sales | 38.9 | % | 36.6 | % | 39.2 | % | 35.0 | % | |||||||||||||||
Selling, general and administrative expenses for the three months ended September 30, 2026 increased $13.3 million compared to the prior year period, which was primarily attributable to higher performance related employee-benefit expenses, an increase in marketing expenses and higher IT related costs.
Selling, general and administrative expenses for the nine months ended September 30, 2026 increased $162.5 million compared to the prior year period, which was primarily attributable to the prior year period including a benefit from non-designated foreign currency forward contracts designed to hedge against the cash consideration for the VI Business, which did not recur, and operating, integration and amortization expenses associated with the acquired VI Business. The increases in selling, general and administrative expenses were partially offset by a gain recognized from the Litigation settlement and a decrease in contingent consideration expense.
Research and development
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 2025 | ||||||||||||||||||||
| Research and development | $ | 43.0 | $ | 44.3 | $ | 132.5 | $ | 96.0 | |||||||||||||||
| Percentage of sales | 7.6 | % | 7.8 | % | 7.9 | % | 6.7 | % | |||||||||||||||
Research and development expenses for the three months ended September 30, 2026 decreased $1.3 million compared to the prior year period, which was primarily attributable to lower European Union Medical Device Regulation related costs, partially offset by higher project spend within our Interventional product portfolio.
Research and development expenses for the nine months ended September 30, 2026 increased $36.4 million compared to the prior year period, which was due to higher project spend within our Interventional product portfolio primarily associated with the acquired VI Business.
Restructuring charges, separation costs and impairment charges
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 2025 | ||||||||||||||||||||
| Restructuring (credits) charges, separation costs and impairment charges | $ | (0.3) | $ | 102.8 | $ | 16.7 | $ | 115.0 | |||||||||||||||
Restructuring credits for the three months ended September 30, 2026, primarily consisted of changes in estimates with respect to termination benefits. Restructuring charges, separation costs and impairment charges for the nine months ended September 30, 2026 primarily consisted of termination benefits related to the Strategic Divestitures restructuring plan (defined below).
Restructuring charges, separation costs and impairment charges for the three and nine months ended September 28, 2025 primarily consisted of an asset impairment charge of $100.0 million related to our Titan SGS asset group.
2023 Footprint realignment plan
In 2023, we initiated the "2023 Footprint realignment plan," a restructuring plan primarily involving the relocation of certain manufacturing operations to existing lower-cost locations, the outsourcing of certain manufacturing processes and related workforce reductions. We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the plan of $9 million to $12 million. These actions are expected to be substantially completed by the end of 2027. We expect to achieve annual pre-tax savings in connection with the 2023 Footprint realignment plan of $2 million to $4 million once the plan is fully implemented.
VI Business integration plan
During the fourth quarter of 2025, we initiated the "VI Business integration plan," a restructuring plan primarily involving the integration of the VI Business into Teleflex, including the realignment of the global sales force and certain administrative functions, related workforce reductions, and the relocation of certain manufacturing operations to existing lower-cost locations. These actions are expected to be substantially completed by the end of 2028. We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the VI Business integration plan of $36 million to $44 million. We expect all the restructuring and restructuring related charges will result in future cash outlays. We expect to achieve annual pre-tax savings of $24 million to $30 million in connection with the VI Business integration plan once it is fully implemented.
Strategic Divestitures restructuring plan
During the first quarter of 2026, in connection with the Strategic Divestitures, we initiated a multi-year restructuring plan intended to align our global organizational structure and supply chain infrastructure amongst our remaining businesses (the "Strategic Divestitures restructuring plan"). The plan is designed to eliminate stranded costs, streamline global operations, and improve our long-term cost structure, primarily through workforce reductions and capital assets rationalization. These actions, some of which we expect to occur upon exit of the transition services agreements and other arrangements negotiated in connection with the Strategic Divestitures, are expected to be substantially completed by mid-2028. We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the plan of $34 million to $40 million. We expect the majority of the restructuring and restructuring related charges will result in future cash outlays, of which an estimated $15 million to $19 million are expected to occur during 2026. We expect to achieve annual pre-tax savings of $48 million to $52 million in connection with the Strategic Divestitures restructuring plan once it is fully implemented and we expect to begin realizing a portion of these plan-related savings in 2026.
For additional information regarding our restructuring plans, see Note 6 to the condensed consolidated financial statements included in this report.
Interest expense
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 2025 | ||||||||||||||||||||
| Interest expense | $ | 21.2 | $ | 31.8 | $ | 74.9 | $ | 72.1 | |||||||||||||||
| Average interest rate on debt | 3.5 | % | 4.1 | % | 3.5 | % | 4.1 | % | |||||||||||||||
The decrease in interest expense for the three months ended September 30, 2026 compared to the prior year period was due to a decrease in average outstanding debt balance and a lower average interest rate resulting from decreases in interest rates associated with our variable interest rate debt instruments.
The increase in interest expense for the nine months ended September 30, 2026 compared to the prior year period was primarily due to an increase in the average outstanding debt balance stemming from borrowings utilized to fund the VI Business acquisition, partially offset by a lower average interest rate resulting from decreases in interest rates associated with our variable interest rate debt instruments.
Loss on extinguishment of debt
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 2025 | ||||||||||||||||||||
| Loss on extinguishment of debt | $ | 3.4 | $ | - | $ | 4.5 | $ | - | |||||||||||||||
During the three months ended September 30, 2026, we recognized a $3.4 million loss on extinguishment of debt due to the write-off of unamortized deferred financing costs in connection with the redemption of the term A-2 loan facility.
During the nine months ended September 30, 2026, we recognized a $4.5 million loss on extinguishment of debt due to the write-off of unamortized deferred financing costs in connection with the redemptions of both the term A-2 loan facility and the 4.625% Senior Notes due 2027.
Taxes on income from continuing operations
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 2025 | ||||||||||||||||||||
|
Effective income tax rate (1)
|
34.7 | % | 36.8 | % | 26.7 | % | (67.9) | % | |||||||||||||||
(1) The effective income tax rates for the three and nine months ended September 30, 2026 represent income tax expense. The effective income tax rates for the three and nine months ended September 28, 2025 represent an income tax benefit.
The effective income tax rate for the three and nine months ended September 30, 2026 include income tax expense for the remeasurement of deferred tax liabilities on certain intangible assets arising from a change in tax status of an entity, which occurred in connection with the Strategic Divestitures. The effective income tax rates for the three and nine months ended September 28, 2025 reflect a tax benefit associated with the impairment of the Titan SGS asset group. The effective tax rate for the nine months ended September 28, 2025 reflects a non-taxable favorable adjustment incurred in relation to foreign currency exchange rates, largely stemming from non-designated foreign currency forward contracts designed to hedge against the cash consideration for the VI Business acquisition. The effective income tax rates for all periods reflect tax benefits from Foreign-Derived Deduction Eligible Income (FDDEI) and research and development tax credits.
Discontinued operations
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | September 30, 2026 | September 28, 2025 | ||||||||||||||||||||
| Income (loss) from discontinued operations | $ | 873.1 | $ | (350.5) | $ | 927.8 | $ | (253.4) | |||||||||||||||
Discontinued operations generated income for the three and nine months ended September 30, 2026, compared to losses for the prior year periods. The favorable change was primarily driven by the gain on sale of the OEM business, net of tax, recognized in the third quarter of 2026, and the non-recurrence of a goodwill impairment charge recognized during the third quarter of 2025. The increases from discontinued operations were partially offset by higher separation costs. Income from discontinued operations for the three and nine months ended September 30, 2026 also includes a deferred tax benefit, related to a prior impairment of certain intangible assets, arising from a change in tax status of an entity occurring in connection with the Strategic Divestitures.
For additional information, see Note 5 to the condensed consolidated financial statements included in this report.
Segment Financial Information
| Segment net revenues | |||||||||||||||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | % Increase/(Decrease) | September 30, 2026 | September 28, 2025 |
% Increase/ (Decrease) |
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| Vascular | $ | 243.5 | $ | 232.5 | 4.7 | $ | 726.6 | $ | 677.6 | 7.2 | |||||||||||||||||||||||||
| Interventional | 210.3 | 215.9 | (2.6) | 626.8 | 430.0 | 45.8 | |||||||||||||||||||||||||||||
| Surgical | 114.0 | 109.5 | 4.2 | 333.0 | 307.1 | 8.4 | |||||||||||||||||||||||||||||
|
Segment net revenues (1)
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$ | 567.8 | $ | 557.9 | 1.8 | $ | 1,686.4 | $ | 1,414.7 | 19.2 | |||||||||||||||||||||||||
| Segment operating profit | |||||||||||||||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 30, 2026 | September 28, 2025 | % Increase/(Decrease) | September 30, 2026 | September 28, 2025 |
% Increase/ (Decrease) |
||||||||||||||||||||||||||||||
| Vascular | $ | 96.7 | $ | 82.4 | 17.3 | $ | 277.0 | $ | 237.9 | 16.5 | |||||||||||||||||||||||||
| Interventional | 27.5 | (2.8) | * | 65.0 | 60.6 | 7.3 | |||||||||||||||||||||||||||||
| Surgical | 52.3 | 43.2 | 20.9 | 150.2 | 111.8 | 34.3 | |||||||||||||||||||||||||||||
|
Segment operating profit (2)
|
$ | 176.4 | $ | 122.8 | 43.6 | $ | 492.2 | $ | 410.3 | 20.0 | |||||||||||||||||||||||||
(1)See Note 3 to the condensed consolidated financial statements included in this report for a reconciliation of segment net revenues to our condensed consolidated net revenues from continuing operations.
(2)See Note 15 to the condensed consolidated financial statements included in this report for a reconciliation of segment operating profit to our condensed consolidated income from continuing operations before interest, taxes and loss on extinguishment of debt.
*Percentage greater than 100%, or not meaningful.
Comparison of the three and nine months ended September 30, 2026 and September 28, 2025
Vascular
Vascular net revenues for the three months ended September 30, 2026 increased $11.0 million, or 4.7%, compared to the prior year period, which was primarily attributable to a $7.1 million increase in sales volumes of existing products and price increases.
Vascular net revenues for the nine months ended September 30, 2026 increased $49.0 million, or 7.2%, compared to the prior year period, which was primarily attributable to a $29.0 million increase in sales volumes of existing products, favorable fluctuations in foreign currency exchange rates and price increases.
Vascular operating profit for the three months ended September 30, 2026 increased $14.3 million, or 17.3%, compared to the prior year period, which was primarily attributable to an increase in gross profit resulting from higher sales, price increases and favorable mix, partially offset by an increase in marketing expense.
Vascular operating profit for the nine months ended September 30, 2026 increased $39.1 million, or 16.5%, compared to the prior year period, which was primarily attributable to an increase in gross profit resulting from higher sales and price increases.
Interventional
Interventional net revenues for the three months ended September 30, 2026 decreased $5.6 million, or 2.6%, compared to the prior year period, which was primarily attributable to a $3.5 million decrease in sales volumes of existing products and price decreases.
Interventional net revenues for the nine months ended September 30, 2026 increased $196.8 million, or 45.8%, compared to the prior year period, which was primarily attributable to net revenues of $198.1 million generated by the acquired VI Business, partially offset by decreases in sales volumes of existing products.
Interventional operating profit for the three months ended September 30, 2026 increased $30.3 million compared to the prior year period, which was primarily due to an increase in gross profit stemming from the prior year period including an adverse impact from the amortization of the fair value step-up in inventory recognized in connection with the VI Business acquisition, which did not recur, partially offset by higher manufacturing costs.
Interventional operating profit for the nine months ended September 30, 2026 increased $4.4 million, or 7.3%, compared to the prior year period, which was primarily attributable to increases in gross profit resulting from higher sales generated by the acquired VI Business and the favorable impact stemming from a net decrease in inventory step-up charges related to the VI Business acquisition, partially offset by higher operating expenses associated with the VI Business acquisition.
Surgical
Surgical net revenues for the three months ended September 30, 2026 increased $4.5 million, or 4.2%, compared to the prior year period, which was primarily attributable to a $2.4 million increase in sales volume of existing products, a $1.3 million increase in sales of new products and price increases.
Surgical net revenues for the nine months ended September 30, 2026 increased $25.9 million, or 8.4%, compared to the prior year period, which was primarily attributable to an $11.5 million increase in sales volumes of existing products, a $7.0 million increase in sales of new products and price increases.
Surgical operating profit for the three months ended September 30, 2026 increased $9.1 million, or 20.9%, compared to the prior year period, which was due to an increase in gross profit, reflecting higher sales and price increases, and lower research and development expenses.
Surgical operating profit for the nine months ended September 30, 2026 increased $38.4 million, or 34.3%, compared to the prior year period, which was primarily attributable to an increase in gross profit resulting from higher sales, favorable mix, and price increases in addition to lower contingent consideration and research and development expenses.
Liquidity and Capital Resources
We believe our cash flow from operations, available cash and cash equivalents and borrowings under our revolving credit facility (which is provided for under our Senior Credit Facility (the "Credit Agreement")) and accounts receivable securitization facility will enable us to fund our operating requirements, capital expenditures and debt obligations for the next 12 months and the foreseeable future. We have net cash provided by United States based operating activities as well as non-United States sources of cash available to help fund our debt service requirements in the United States. We manage our worldwide cash requirements by monitoring the funds available among our subsidiaries and determining the extent to which we can access those funds on a cost effective basis.
On September 30, 2025, we executed cross-currency swap agreements with five different financial institution counterparties to hedge against the effect of variability in the U.S. dollar to euro exchange rate (the "September 2025 Cross-currency swap agreements"). Under the September 2025 Cross-currency swap agreements, we have notionally exchanged $500 million at an annual interest rate of 4.63% for €474.7 million at an annual interest rate of 2.77%. On March 4, 2026, the agreements related to our September 2025 Cross-currency swap matured resulting in a net cash settlement payment of $53.5 million, inclusive of interest proceeds. Concurrently, on March 4, 2026, we executed two separate cross-currency swap agreements set to mature on March 3, 2028, to hedge against the effect of variability in the U.S. dollar to euro exchange rate (the "2026 Euro Cross-currency swap agreements"). Each of the 2026 Euro Cross-currency swap agreements had a notional amount of $50 million and was designated as a net investment hedge. The 2026 Euro Cross-currency swap agreements include two different financial institution counterparties and notionally exchanged $100 million for €85.4 million, reflecting an average annual interest rate benefit of 1.21%.
On August 18, 2025, we executed two separate cross-currency swap agreements set to mature on August 20, 2030 and August 20, 2032, respectively, to hedge against the effect of variability in the U.S. dollar to Swiss Franc (CHF) exchange rate, (the "2025 Cross-currency swap agreements"). Each of the 2025 Cross-currency swap agreements had a notional amount of $300 million and was designated as a net investment hedge. On July 9, 2026, we terminated the 2025 Cross-currency swap agreements and we simultaneously executed two new separate term cross-currency swap agreements with the same expiration dates and notional values (together, the "2026 CHF Cross-currency swap agreements"). The 2026 CHF Cross-currency swap agreements expiring in 2030 include six different financial institution counterparties and notionally exchanged $300 million for CHF 248.8 million at an annual interest rate of 3.77%. The 2026 CHF Cross-currency swap agreements expiring in 2032 include four different financial institution counterparties and notionally exchanged $300 million for CHF 251.8 million at an annual interest rate of 3.66%. The 2026 CHF cross-currency swaps were off-market at inception. The off-market value will be amortized ratably into earnings over the remaining life of each swap. The interest rate component will remain in accumulated other comprehensive income until the underlying net investment is sold or substantially liquidated. Each of the 2026 CHF Cross-currency swap agreements was designated a net investment hedge. The
impact to our financial statements was immaterial as a result of the termination of the 2025 Cross-currency swap agreements.
On December 9, 2025, the Board of Directors authorized a share repurchase program for up to $1 billion of our common stock.
During the three and nine months ended September 30, 2026, we repurchased 0.5 million and 2.4 million shares of our common stock for $58.6 million and $308.6 million, respectively, through open market transactions at an average price of $129.74 and $130.64 per share, respectively.
Additionally, during the third quarter, we entered into an accelerated share repurchase program to repurchase an aggregate of $250.0 million of our common stock. Under this agreement, 1.4 million shares of common stock, representing 80% of the $250.0 million aggregate, were delivered and included in treasury stock during the three months ended September 30, 2026. The initial shares received were calculated based on a price per share of $138.89, which was the closing share price of our common stock on August 6, 2026. Final settlement under the agreement occurred on October 7, 2026, at which time we received 0.5 million additional shares of common stock. The total shares received were calculated based on a price per share of $129.43, which was based on volume-weighted average prices of our common stock during the accelerated share repurchase period less a discount.
As of September 30, 2026, we had $441.4 million remaining available under the authorization. Subsequent to September 30, 2026 and through the date of this report, we repurchased an additional 0.3 million shares of our common stock for $41.4 million through open market transactions at an average price of $125.13. Giving effect to these repurchases, $400.0 million remains available under the authorization.
Commencing on July 1, 2026, the first day of the third quarter, through the date of this report, we repurchased 2.7 million shares of our common stock for $350.0 million (average price of $128.96 per share). Commencing on January 1, 2026 through the date of this report, we repurchased 4.6 million shares for $600.0 million (average price of $129.74 per share). In each case, the activity reflects both the open market transactions and the accelerated share repurchase program described above.
The timing, price and actual number of shares of remaining common stock that may be repurchased under the share repurchase authorization will depend on a variety of factors, including price, market conditions and corporate and regulatory requirements. The repurchases may occur in open market transactions, transactions structured through investment banking institutions, in privately negotiated transactions, by direct purchases of common stock or a combination of the foregoing, and the timing and amount of stock repurchased will depend on market and business conditions, applicable legal and credit requirements and other corporate considerations. The authorization of the repurchase program does not constitute a binding obligation to acquire any specific amount of common stock, and the repurchase program may be suspended or discontinued at any time.
Cash Flows from continuing operations
Net cash provided by operating activities from continuing operations was $234.8 million for the nine months ended September 30, 2026 as compared to net cash provided by operating activities of $10.3 million for the nine months ended September 28, 2025. The $224.5 million increase was primarily attributable to favorable changes in working capital as well as proceeds from the Litigation settlement and IEEPA tariff refunds. The favorable changes in working capital were driven by lower tax payments, a favorable increase in accounts payable and accrued expenses, reflecting the timing of vendor payments, and a favorable increase related to accounts receivable, as the prior year period reflected the build-up of receivables that were not acquired with the VI Business.
Net cash used in investing activities from continuing operations was $101.7 million for the nine months ended September 30, 2026, and primarily consisted of $54.4 million of capital expenditures and $38.3 million in net payments on swaps designated as net investment hedges.
Net cash used in financing activities from continuing operations was $1.6 billion for the nine months ended September 30, 2026, and primarily consisted of a $1.0 billion decrease in net borrowings under our Senior Credit Facility, $555.0 million in repurchases of our common stock, $43.7 million in dividend payments and $16.1 million of fees paid related to the new Credit Agreement and Senior Notes due 2032.
Cash Flows from discontinued operations
Net cash provided by discontinued operations was $1.5 billion for the nine months ended September 30, 2026, compared to net cash provided by discontinued operations of $153.7 million for the nine months ended September
28, 2025. The $1.4 billion increase was primarily attributable to proceeds from the sale of the OEM business and IEEPA tariff refunds, partially offset by higher separation costs related to the Strategic Divestitures.
Borrowings
On May 26, 2026, we entered into a new Credit Agreement (the "Credit Agreement"), which effectuated the refinancing of the Company's previously existing credit agreement evidenced in that certain Third Amended and Restated Credit Agreement, dated as of November 4, 2022 (as amended prior to the date hereof). Under the new Credit Agreement, the maturity dates of the revolving credit facility and the term A-1 loan facility were extended to May 26, 2031, while the maturity date of the term A-2 loan facility was extended to May 26, 2028.
On June 15, 2026, we issued $500.0 million of 5.875% Senior Notes due 2032 (the "2032 Notes"). We used the net proceeds from the offering, together with cash on hand, to fund the redemption of our 4.625% Senior Notes due 2027.
Subsequently, in August 2026 following the completion of the OEM sale, we utilized a portion of the net cash proceeds to pay off the $700 million term A-2 loan facility and to pay down $490.0 million of our revolving credit facility. For additional information regarding borrowings, refer to Note 9 within the condensed consolidated financial statements included in this report. We expect to fund estimated cash taxes arising from the gain on the sale of the OEM business in the fourth quarter of 2026 with borrowings under our revolving credit facility and cash on hand.
The indentures governing our 5.875% Senior Notes due 2032 and 4.25% Senior Notes due 2028 (the "2028 Notes" and together with the 2032 Senior Notes, the "Senior Notes") contain covenants that, among other things and subject to certain exceptions, limit or restrict our ability, and the ability of our subsidiaries, to create liens; consolidate, merge or dispose of certain assets; and enter into sale leaseback transactions. As of September 30, 2026, we were in compliance with these requirements.
The obligations under the Credit Agreement, the 2032 Notes and the 2028 Notes are guaranteed (subject to certain exceptions) by substantially all of our material domestic subsidiaries, and the obligations under the Credit Agreement are (subject to certain exceptions and limitations) secured by a lien on substantially all of the assets owned by us and each guarantor.
Summarized Financial Information - Obligor Group
The Senior Notes are issued by Teleflex Incorporated (the "Parent Company"), and payment of the Parent Company's obligations under the Senior Notes is guaranteed, jointly and severally, by an enumerated group of the Parent Company's subsidiaries (each, a "Guarantor Subsidiary" and collectively, the "Guarantor Subsidiaries"). The guarantees are full and unconditional, subject to certain customary release provisions. Each Guarantor Subsidiary is directly or indirectly 100% owned by the Parent Company. Summarized financial information for the Parent and Guarantor Subsidiaries (collectively, the "Obligor Group") as of September 30, 2026 and December 31, 2025 and for the nine months ended September 30, 2026 is as follows:
| Nine Months Ended | ||||||||||||||||||||
| September 30, 2026 | ||||||||||||||||||||
| Obligor Group | Intercompany | Obligor Group (excluding Intercompany) | ||||||||||||||||||
| Net revenue | $ | 1,623.0 | $ | 206.7 | $ | 1,416.3 | ||||||||||||||
| Cost of goods sold | 806.6 | (104.2) | 910.8 | |||||||||||||||||
| Gross profit | 816.4 | 310.9 | 505.5 | |||||||||||||||||
| Net income (loss) | 137.9 | 309.1 | (171.2) | |||||||||||||||||
| September 30, 2026 |
December 31, 2025 (1)
|
|||||||||||||||||||||||||||||||||||||
| Obligor Group | Intercompany |
Obligor Group (excluding Intercompany) |
Obligor Group | Intercompany |
Obligor Group (excluding Intercompany) |
|||||||||||||||||||||||||||||||||
| Total current assets | $ | 1,099.7 | $ | 226.1 | $ | 873.6 | $ | 1,186.7 | $ | 211.6 | $ | 975.1 | ||||||||||||||||||||||||||
| Total assets | 4,133.7 | 334.4 | 3,799.3 | 5,011.1 | 301.3 | 4,709.8 | ||||||||||||||||||||||||||||||||
| Total current liabilities | 1,420.2 | 908.1 | 512.1 | 1,139.4 | 763.6 | 375.8 | ||||||||||||||||||||||||||||||||
| Total liabilities | 4,715.9 | 2,470.7 | 2,245.2 | 4,204.5 | 971.1 | 3,233.4 | ||||||||||||||||||||||||||||||||
(1)During the second quarter of 2026, certain existing subsidiaries were designated as Guarantor Subsidiaries and as a result, we recast the prior period comparative summarized financial information.
The same accounting policies as described in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 are used by the Parent Company and each of its subsidiaries in connection with the summarized financial information presented above. The Intercompany column in the table above represents transactions between and among the Obligor Group and non-guarantor subsidiaries (i.e., those subsidiaries of the Parent Company that have not guaranteed payment of the Senior Notes). Obligor investments in non-guarantor subsidiaries and any related activity are excluded from the financial information presented above.
Critical Accounting Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from the amounts derived from those estimates and assumptions.
In our Annual Report on Form 10-K for the year ended December 31, 2025, we provided disclosure regarding our critical accounting estimates, which are reflective of significant judgments and uncertainties, are important to the presentation of our financial condition and results of operations and could potentially result in materially different results under different assumptions and conditions.
New Accounting Standards
See Note 2 to the condensed consolidated financial statements included in this report for a discussion of recently issued accounting guidance, including estimated effects, if any, of the adoption of the guidance on our financial statements.
Forward-Looking Statements
All statements made in this Quarterly Report on Form 10-Q, other than statements of historical fact, are forward-looking statements. 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 our business and the industry and markets in which we operate. 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 our global supply chain on us and our 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 our 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; our inability to integrate acquired businesses into our operations, realize planned synergies and operate such businesses profitably in accordance with our expectations; our ability to manage our ongoing CEO transition; risks relating to the activities of activist stockholders; our inability to effectively execute our restructuring programs; our inability to realize anticipated savings resulting from restructuring plans and programs; 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, the implementation or threatened implementation of tariffs, sovereign debt issues, and international conflicts and hostilities, such as the ongoing conflicts between Russia and Ukraine and the ongoing conflicts 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 our business, see Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2025. We expressly disclaim any obligation to update these forward-looking statements, except as otherwise explicitly stated by us or as required by law or regulation.
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