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tfx-202602230000096943false00000969432026-02-232026-02-23

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) February 23, 2026

TELEFLEX INCORPORATED

(Exact name of Registrant as Specified in Its Charter)

Delaware1-535323-1147939 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (IRS Employer Identification No.)

550 E. Swedesford Rd., Suite 400Wayne,PA19087 (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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $1 per shareTFXNew 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 2.02. Results of Operations and Financial Condition. Earnings Press Release On February 26, 2026, Teleflex Incorporated (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the year ended December 31, 2025. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report. In addition to the financial information included in the Press Release that has been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), the Press Release includes certain non-GAAP financial measures. These measures include adjusted revenue growth, adjusted constant currency revenue growth, pro forma adjusted revenues, pro forma adjusted constant currency revenue growth and adjusted diluted earnings per share. Adjusted revenue is based upon net revenues, adjusted to exclude the impact of an increase in reserves for prior years. The reserve, which relates to legislation that requires suppliers of medical devices to the Italian National Healthcare System to make payments to the Italian government if medical device expenditures in a given year exceed regional expenditure ceilings established for that year, was increased as a result of a recent ruling from the Italian courts. The amounts related to the prior years do not represent normal adjustments to revenue, are not expected to recur in future periods and are not recurring in nature, making it difficult to contribute to a meaningful evaluation of our operating performance. Adjusted constant currency revenue growth is based upon net revenues, adjusted to eliminate the impacts related to the Italian payback measure referred to above and of translating the results of international subsidiaries at different currency exchange rates from period to period. The impact of changes in foreign currency may vary significantly from period to period, and generally are outside of the control of our management. Pro forma adjusted revenue is based upon net revenues, adjusted to (i) exclude, depending on the period presented, the impact of adjustments in our reserves and the corresponding revenue impact related to the Italian payback measure described in adjusted revenue and approximately $14 million of products discontinued in the year ended December 31, 2025 due to a strategic realignment; and (ii) include revenues for the six months ended June 29, 2025 generated by the Vascular Intervention business we acquired from BIOTRONIK SE & Co. KG. Pro forma adjusted constant currency revenue growth is based upon net revenues, adjusted to exclude, depending on the period presented, the items described in Pro forma adjusted revenue and to eliminate the impact of translating the results of international subsidiaries at different currency exchange rates from period to period. We believe that these measures facilitate a comparison of our op

tfx-202601070000096943false00000969432026-01-072026-01-07

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 7, 2026

TELEFLEX INCORPORATED

(Exact name of Registrant as Specified in Its Charter)

Delaware1-535323-1147939 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (IRS Employer Identification No.)

550 E. Swedesford Rd., Suite 400Wayne,PA19087 (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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $1 per shareTFXNew 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 2.02. Results of Operations and Financial Condition. On January 8, 2026, Teleflex Incorporated (the “Company”) issued a press release announcing certain estimated preliminary financial information for the Company’s full year ended December 31, 2025. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

On January 8, 2026, the Company announced the departure of Liam J. Kelly 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”). Furthermore, the Company announced that Stuart A. Randle, a member of the Company’s Board of Directors (the “Board”), has been appointed Interim President and Chief Executive Officer, effective as of January 8, 2026 (the “Start Date”). The Board has engaged Spencer Stuart, a leading international executive search firm, to assist with the search for a permanent President and Chief Executive Officer. Mr. Randle has served on the Board since 2009 and will continue such service during his time as the Company’s 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., the Company’s current lead independent director, to serve as the independent Chair of the Board, effective as of the Start Date. In accordance with the terms of Mr. Kelly’s existing severance agreement, Mr. Kelly must resign from the Board, and execute a release of claims in favor of the Company and its affiliates, to receive the payments and benefits thereunder. Mr. Randle, 66, has been a director of the Company since 2009. Mr. Randle retired in December 2018 after serving for three years as the Chief Executive Officer of Ivenix, Inc., a medical device company that provides infusion delivery systems. Previously, Mr. Randle had been retired since September 2014 after serving for ten years as President and Chief Executive Officer of GI Dynamics, Inc., a medical device company. From 2003 to 2004, he served as Interim Chief Executive Officer of Optobionics Corporation, a medical device company. From 2002 to 2003, Mr. Randle held the position of Entrepreneur in Residence of Advanced Technology Ventures, a healthcare and information technology venture capital firm. From 1998 to 2001, he was President and Chief Executive Officer of Act Medical, Inc. Prior to 1998, Mr. Randle held various senior management positions with Allegiance Healthcare Corporation and Baxter International Inc. Mr. Randle does not have any family relationships with any executive officer or director of the Company. There are no arrangements or understandings with the