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TELEFLEX INC Capital/Financing Update 2026

May 27, 2026

30968_rns_2026-05-27_aa4ae393-2fdb-4856-9f35-116b5b19d80a.zip

Capital/Financing Update

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): May 26, 2026

Teleflex Incorporated

(Exact Name of Registrant as Specified in Charter)

Delaware 1-5353 23-1147939
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. 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) 255-6800

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 $1.00 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 1.01 Entry into a Material Definitive Agreement.

On May 26, 2026, Teleflex Incorporated (the “Company”) and certain of its subsidiaries entered into a new Credit Agreement (as amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Company Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., PNC Bank, National Association, HSBC Securities (USA) Inc., Wells Fargo Bank, National Association and Sumitomo Mitsui Banking Corporation, as co-syndication agents, the guarantors party thereto and the lenders party thereto, which effectuated the refinancing of the Company’s 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). The Company Credit Agreement provides for, among other things, a five-year revolving credit facility of $1,000,000,000, a term A-1 loan facility of $500,000,000 and a term A-2 loan facility of $700,000,000.

The obligations under the Company Credit Agreement are guaranteed (subject to certain exceptions and limitations) by substantially all of the material domestic subsidiaries of the Company. The obligations under the Company Credit Agreement are secured, subject to certain exceptions and limitations, by a lien on substantially all of the assets owned by the Company and each guarantor and by a pledge of 100% of the equity interests of all of the Company’s and each guarantor’s material domestic subsidiaries and 65% of the equity interests of certain material first-tier foreign subsidiaries of the Company and each guarantor. The maturity date of the revolving credit facility and the term A-1 loan facility under the Company Credit Agreement is May 26, 2031. The maturity date of the term A-2 loan facility under the Company Credit Agreement is May 26, 2028.

At the Company’s option, loans under the Company Credit Agreement will bear interest at a rate equal to Term SOFR plus an applicable margin ranging from 1.125% to 2.00% or at an alternate base rate, which is defined as the highest of (i) the “Prime Rate” in the U.S. last quoted by The Wall Street Journal, (ii) 0.50% above the greater of the federal funds rate and the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars and (iii) 1.00% above the Term SOFR Rate for a one month interest period, plus an applicable margin ranging from 0.125% to 1.00%, in each case subject to adjustments based on the Company’s total net leverage ratio or its corporate family rating. Overdue loans will bear interest at the rate otherwise applicable to such loans plus 2.00%.

The obligations to extend credit under the Company Credit Agreement are subject to customary conditions for transactions of this type.

The Company Credit Agreement contains customary representations and warranties and covenants that, in each case, subject to certain exceptions, qualifications and thresholds, (a) place limitations on the Company and its subsidiaries regarding the incurrence of additional indebtedness, additional liens, fundamental changes, dispositions of property, investments and acquisitions, dividends and other restricted payments, transactions with affiliates, restrictive agreements, changes in lines of business and swap agreements, and (b) require the Company and its subsidiaries to comply with sanction laws and other laws and agreements, to deliver financial information and certain other information and give notice of certain events, to maintain their existence and good standing, to pay their other obligations, to permit the administrative agent and the lenders to inspect their books and property, to use the proceeds of the Company Credit Agreement only for certain permitted purposes and to provide collateral in the future. Subject to certain exceptions, the Company is required to maintain a maximum total net leverage ratio of 4.50 to 1.00. The Company is further required to maintain a minimum interest coverage ratio of 3.00 to 1.00.

If an event of default under the Company Credit Agreement occurs and is continuing, the commitments thereunder may be terminated, the principal amount outstanding thereunder, together with all accrued unpaid interest and other amounts owed thereunder, may be declared immediately due and payable and the agent may enforce and foreclose on the collateral granted in connection with the Company Credit Agreement.

The description of the Company Credit Agreement is qualified in its entirety by the copy thereof, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

10.1 Credit Agreement, dated May 26, 2026, among Teleflex Incorporated, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., PNC Bank, National Association, HSBC Securities (USA) Inc., Wells Fargo Bank, National Association and Sumitomo Mitsui Banking Corporation, as co-syndication agents, the guarantors party thereto and the lenders party thereto.

104 The Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL

  • Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

SIGNATURES

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: May 27, 2026

TELEFLEX INCORPORATED
By: /s/ Matthew Howald
Name: Matthew Howald
Title: Vice President and Treasurer