Teleflex Incorporated

Item 1.01. Entry into a Material Definitive Agreement. Original Equipment Manufacturing and Development Services On December 9, 2025, Teleflex Incorporated (the “Company”) entered into an Equity Purchase Agreement (the “OEM Agreement”) with Lotus US Bidco Inc. (the “OEM Purchaser”). The OEM Purchaser is a newly formed entity and an affiliate of Montagu Private Equity LLP (“Montagu”) and Kohlberg & CO., L.L.C (“Kohlberg”). Pursuant to the OEM Agreement, on the terms and subject to the conditions therein, the Company has agreed to sell, and the OEM Purchaser has agreed to acquire, the Company’s Original Equipment Manufacturing and Development Services business (the “OEM Business”), for a purchase price of $1,500,000,000 in cash (the “OEM Purchase Price”), subject to customary adjustments for cash, indebtedness, transaction expenses and working capital. The closing of the transactions contemplated by the OEM Agreement (the “OEM Transaction”) is subject to customary conditions, including receipt of regulatory approvals. The OEM Agreement entitles the Company and the OEM Purchaser to terminate the OEM Agreement under certain circumstances, including the failure of the closing to occur by September 1, 2026, subject to an extension to December 1, 2026 in certain circumstances where certain regulatory approvals have not been obtained. Upon termination of the OEM Agreement in accordance with its terms under certain circumstances, the OEM Purchaser will be obligated to pay the Company a termination fee of $90,000,000. The transaction is expected to be completed in the second half of 2026. Montagu VII (A) SCSp., Montagu VII (B) SCSp., MVII Aggregator 1 SCSp. and Montagu VII Table Co-Invest SCSp. (collectively, the “Montagu Investors”), on the one hand, and Kohlberg Investors X, L.P., Kohlberg Investors X-B, L.P., Kohlberg NY Investors X-B, L.P., Kohlberg TE Investors X, L.P., Kohlberg TE Investors X-B, L.P. and Kohlberg Partners X, L.P. (collectively, the “Kohlberg Investors”), on the other hand, each delivered an Equity Commitment Letter, whereby the Montagu Investors and the Kohlberg Investors have committed, on the terms and subject to the conditions thereof, to purchase equity or debt securities of the OEM Purchaser for an aggregate amount sufficient to fund the OEM Purchase Price. Pursuant to the OEM Agreement, the Company and the OEM Purchaser have made customary representations and warranties and have agreed to customary covenants relating to the OEM Transaction. From the date of the OEM Agreement until the closing, the Company is required to conduct the OEM Business in all material respects in the ordinary course of business and to comply with certain covenants regarding the operation of the OEM Business. Subject to certain limitations, the Company and the OEM Purchaser have agreed to indemnify each other for losses arising from certain tax liabilities and certain other liabilities. Acute Care and Interventional Urology Also on December 9, 2025, the Company entered into an Equity Purchase Agreement (the “Acute Care and Urology Agreement”, and together with the OEM Agreement, the “Agreements”) with Intersurgical Limited (the “Acute Care and Urology Purchaser”). Pursuant to the Acute Care and Urology Agreement, on the terms and subject to the conditions therein, the Company has agreed to sell, and the Acute Care and Urology Purchaser has agreed to acquire, the Company’s (a) acute care segment and (b) interventional urology segment (the “Acute Care and Urology Business”), for a purchase price of $530,000,000 in cash (the “Acute Care and Urology Purchase Price”), subject to customary adjustments for cash, indebtedness, transaction expenses and working capital. The closing of the transactions contemplated by the Acute Care and Urology Agreement (the “Acute Care and Urology Transaction”, together the with the OEM Transaction, the “Transactions”) is subject to customary conditions, including receipt of regulatory approvals. The Acute Care and Urology Agreement entitles the Company and the Acute Care and Urology Purchaser to terminate the Agreement under certain circumstances, including the failure of the closing to occur by September 1, 2026, subject to an extension to February 1, 2027, and subject to a further extension to June 1, 2027, in certain circumstances where certain regulatory approvals have not been obtained. The transaction is expected to be completed in the second half of 2026. Pursuant to the Acute Care and Urology Agreement, the Company and the Acute Care and Urology Purchaser have made customary representations and warranties and have agreed to customary covenants relating to the transaction. From the date of the Acute Care and Urology Agreement until the closing, the Company is required to conduct the Acute Care and Urology Business in all material respects in the ordinary course of business and to comply with certain covenants regarding the operation of the Acute Care and Urology Business. Subject to certain limitations, the Company and the Acute Care and Urology Purchaser have agreed to indemnify each other for losses arising from certain tax liabilities and certain other liabilities. The OEM Transactions and the Acute Care and Urology Transactions constitute separate transactions which may be consummated independently from one another. The Company primarily intends to use the net proceeds from the Transactions to return capital to shareholders through share repurchases and to pay down debt. The Agreements govern the contractual rights among the parties in relation to the sale of the OEM Business and the Acute Care and Urology Business. The Agreements have been filed as exhibits to this Current Report on Form 8-K to provide investors with information regarding the terms of the Agreements and is not intended to provide, modify or supplement any information about the Company, the OEM Business, the Acute Care and Urology Business, the OEM Purchaser, the Acute Care and Urology Purchaser, the Acute Care and Urology Guarantors or any of their respective subsidiaries or affiliates, or their respective businesses. In particular, the Agreements are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company, the OEM Business, the Acute Care and Urology Business, the OEM Purchaser, the Acute Care and Urology Purchaser or the Acute Care and Urology Guarantors. The representations and warranties contained in each of the Agreements have been negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to contractual standards of materiality that may be different from those generally applicable under the securities laws. For the foregoing reasons, the representations and warranties should not be relied upon as statements of factual information. Moreover, information concerning the subject matter of the representations and warranties may change after the dates of the Agreements, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Copies of the OEM Agreement and Acute Care and Urology Agreement are attached hereto as Exhibits 2.1 and 2.2, respectively, and are incorporated herein by reference. The foregoing descriptions of the Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreements.

Item 7.01. Regulation FD Disclosure. In connection with the announcement of the Transactions, on December 9, 2025, the Company issued a press release, which is furnished hereto as Exhibit 99.1 and is incorporated herein by reference. The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01. Other Events. In connection with the announcement of the Transactions, on December 9, 2025, the Company announced that its Board of Directors has authorized a share repurchase program for up to $1 billion of the Company’s common stock. The program will primarily be funded with proceeds from the Transactions. The timing, price and actual number of shares of common stock that may be repurchased under the share repurchase authorization will depend on a variety of factors including the price, market conditions, any debt requirements and applicable law as well as actual timing of the close of each of the Transactions. The repurchases may occur in open market transactions, in transactions structured through investment banking institutions, in privately negotiated transactions, by direct purchases of common stock or a combination of the foregoing. The share repurchase program does not require the Company to repurchase shares of its common stock, and it may be discontinued, suspended or amended at any time, without prior notice.