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BCS

Current Report · Items 1.01, 2.03, 9.01 · 8-K

Teleflex Incorporated

TFXNYSEEQUITYCurrent

Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item 1.01 Entry into a Material Definitive Agreement On June 15, 2026, Teleflex Incorporated (the “Company”) issued $500,000,000 aggregate principal amount of 5.875% senior notes due January 2032 (the “Notes”), pursuant to an indenture, dated as of June 15, 2026 (the “Indenture”), among the Company, the guarantors party thereto (the “Guarantors”) and U.S.…

Filed Jun 15, 2026Accepted Jun 15, 2026, 5:24 PM EDTCIK 96943Accession 0001193125-26-271318
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Company context

Teleflex is a global provider of medical technologies designed to improve the health and quality of people’s lives. Teleflex is the home of Arrow®, Barrigel®, Deknatel®, LMA®, Pilling®, QuikClot®, Rusch®, UroLift®, and Weck® - trusted brands united by a common sense of purpose.

Current securities

Recent company filings

  1. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD DisclosureSep 9, 2026
  2. SCHEDULE 13G/A - filed by Janus Henderson Group Ltd. regarding TELEFLEX INCSep 8, 2026
  3. SCHEDULE 13G/A - filed by T. Rowe Price Investment Management, Inc. regarding TELEFLEX INCAug 14, 2026
  4. Other EventsAug 7, 2026
  5. 10-Q filingAug 6, 2026

Registered securities in this filing

TELEFLEX INC · 8-K · Filed 2026-06-15

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, par value $1.00 per share

Symbol
TFX
Exchange
NYSE
Classification
COMMON
Status
Current
Filing context

Context: duration_2026-06-15_to_2026-06-15

Dimensions: Not supplied

Accession 000119312526271318 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 1.01, 2.03, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement On June 15, 2026, Teleflex Incorporated (the “Company”) issued $500,000,000 aggregate principal amount of 5.875% senior notes due January 2032 (the “Notes”), pursuant to an indenture, dated as of June 15, 2026 (the “Indenture”), among the Company, the guarantors party thereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Notes pay interest semi-annually on January 15 and July 15, commencing on January 15, 2027, at a rate of 5.875% per year, and mature on January 15, 2032. Ranking The Notes and the guarantees thereof are the Company’s and the Guarantors’ general unsecured senior obligations and rank pari passu in right of payment with all of the Company’s and the Guarantors’ existing and future senior obligations, including the Company’s 4.25% senior notes due 2028, and senior in right of payment to any of the Company’s and the Guarantors’ future subordinated indebtedness. The Notes and the guarantees thereof are effectively subordinated to the Company’s and the Guarantors’ existing and future secured indebtedness, including all outstanding term loans and revolver borrowings under the Company’s credit agreement, to the extent of the value of the assets securing such indebtedness. The Notes and the guarantees are structurally subordinated to all existing and future indebtedness and other claims and liabilities, including preferred stock, of the Company’s subsidiaries that do not guarantee the Notes. Guarantees The obligations under the Notes are, and will be, fully and unconditionally guaranteed, jointly and severally, by each of the Company’s existing and future wholly-owned domestic subsidiaries that is a guarantor or other obligor under the Company’s credit agreement and certain other indebtedness, as further specified in the Indenture. Optional Redemption At any time prior to January 15, 2029, the Company may on any one or more occasions redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the greater of (1) 1.0% of the principal amount of the Notes and (2) the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of such note at January 15, 2029 (as set forth in the table appearing below), plus (ii) all required interest payments due on the Notes through January 15, 2029 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the treasury rate as of such redemption date plus 50 basis points; over (b) the then outstanding principal amount of the Notes (as of, and plus accrued and unpaid interest, if any, to, the date of redemption), subject to the rights of holders of the notes on the relevant record date to receive interest due on the relevant interest payment date. On or after January 15, 2029, the Company may on any one or more occasions redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on January 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date: Year Percentage ───────────────────────────────────────────────────── 2029 102.938% 2030 101.469% 2031 and thereafter 100.000% In addition, at any time prior to January 15, 2029, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture (including any additional notes) at a redemption price equal to 105.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest thereon, if any, to the applicable redemption date, subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more equity offerings; provided, that, at least 60% of the aggregate principal amount of Notes originally issued under the indenture (excluding notes held by the Company and its subsidiaries) remains outstanding immediately after the occurrence of such redemption; provided further that each such redemption occurs within 120 days of the date of closing of each such equity offering. Change of Control Triggering Event If the Company experiences certain change of control events coupled with a downgrade in the ratings of the Notes, the Company must offer to repurchase the Notes at a repurchase price equal to 101% of the principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to, but not including, the applicable repurchase date. Covenants The Indenture contains covenants that, among other things, limit the Company’s ability and the ability of its subsidiaries to: create certain liens; enter into sale leaseback transactions; and merge, consolidate, sell or otherwise dispose of all or substantially all of the Company’s assets. Events of Default The Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable. * * * The foregoing description of the Indenture, the Notes and the guarantees is qualified in its entirety by reference to the actual terms of the Indenture and the Notes, copies of which are attached as Exhibits 4.1 and 4.2 hereto and are incorporated by reference herein.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
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.
Filed exhibits (1)
EX-4.1 (by filename) d138783dex41.htm

EX-4.1 2 d138783dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 Execution Version TELEFLEX INCORPORATED AND EACH OF THE GUARANTORS PARTY HERETO 5.875% SENIOR NOTES DUE 2032 INDENTURE Dated as of June 15, 2026 U.S. Bank Trust Company, National Association Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 5 Section 1.02 Other Definitions 25 Section 1.03 [RESERVED] 25 Section 1.04 Rules of Construction 25 ARTICLE 2 THE NOTES Section 2.01 Form and Dating 26 Section 2.02 Execution and Authentication 27 Section 2.03 Registrar and Paying Agent 27 Section 2.04 Paying Agent to Hold Money in Trust 27 Section 2.05 Holder Lists 28 Section 2.06 Trans…

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