TELEFLEX INC

0000096943 false 0000096943 2026-06-08 2026-06-08 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) June 8, 2026 TELEFLEX INCORPORATED (Exact name of Registrant as Specified in Its Charter) Delaware 1-5353 23-1147939 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (IRS 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) 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 class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $1 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 8, 2026, the independent members of the Board of Directors (the “Board”) of Teleflex Incorporated (the “Company”), upon recommendation by the Compensation Committee of the Board, approved a special restricted stock unit award with a grant date fair value of $600,000 to Stuart A. Randle. The award is intended to recognize Mr. Randle’s significant contributions as Interim President and Chief Executive Officer of the Company, including with respect to certain operational, governance and investor relations matters and in connection with the Company’s search for a permanent President and Chief Executive Officer. The award is also intended to acknowledge the fact that Mr. Randle served as Interim President and Chief Executive Officer for a longer period than initially expected. The award has a grant date of June 8, 2026 and will vest on the earlier of (a) June 8, 2027 and (b) the date of the Company's 2027 annual meeting of stockholders. 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: June 9, 2026 TELEFLEX INCORPORATED By: /s/ Daniel V. Logue Name: Daniel V. Logue Title: Corporate Vice President, General Counsel and Secretary