Teleflex (TFX) risk factors, FY2025 10-K

Teleflex's FY2025 10-K, filed Feb 27, 2026, lists 35 risk factors in 3 groups. Against the prior year's 33: 4 new, 2 dropped, 5 substantially reworded.

Risk factors listed
353 groups
New this year
4vs 33 last year
Dropped
2since the prior 10-K
Substantially reworded
5of those kept
Section length
12k wordsItem 1A

What the changes say

  • Teleflex is executing a $2.0 billion strategic divestiture of its OEM, Acute Care, and Interventional Urology businesses.

What changed since the prior 10-K

New

  • NewRisks Relating to our Business and Operations

    could harm our business by discouraging customers’ selection of, and reducing the prices they are willing to pay for, our products

    Third-party payor cost-cutting measures and government price controls could force us to reduce product prices and compress our profit margins.

  • NewRisks Relating to our Business and Operations

    $150,000 per year (and up to an aggregate of $1 million per year for “knowing failures”), as adjusted annually for inflation

    State laws in California, Connecticut, Nevada, Vermont, and Massachusetts impose strict compliance, tracking, and reporting obligations on medical device manufacturer payments to healthcare providers.

  • NewRisks Relating to our Business and Operations

    The strategic transformation that we are currently implementing may not have the intended results and may be harmful to our business

    We announced a $2.0 billion divestiture of our OEM, Acute Care, and Interventional Urology businesses, which faces execution and closing risks.

  • NewRisks Relating to our Business and Operations

    We could be adversely affected by our ongoing CEO transition

    Our interim CEO Stuart Randle and newly appointed Chairman Dr. Stephen Klasko are leading an ongoing CEO transition and search process.

Dropped

  • DroppedRisks Relating to our Business and Operations

    The proposed separation of our Urology, Acute Care and OEM businesses may not be completed on the terms or timeline currently contemplated, if at all

  • DroppedRisks Relating to our Business and Operations

    We will be exposed to new risks as a result of the proposed separation. The proposed separation may not achieve its anticipated benefits, or our costs may exceed our estimates

Reworded

  • 58% rewrittenRisks Relating to our Business and Operations

    Future material impairments to the value of our goodwill or other intangible assets would negatively affect our operating results

    No substantive changes were made to the risk text regarding goodwill and intangible asset impairments.

  • 55% rewrittenRisks Relating to our Business and Operations

    Our customers depend on third party coverage and reimbursements, and the failure of healthcare programs to provide sufficient coverage and reimbursement for our medical products could adversely affect us

    No substantive changes were made to the risk text regarding customer reliance on third-party coverage and reimbursement.

  • 31% rewrittenRisks Relating to our Business and Operations

    We are subject to healthcare fraud and abuse laws, regulation and enforcement; our failure to comply with those laws could have a material adverse effect on our results of operations and financial condition

    No substantive changes were made to the risk text regarding healthcare fraud and abuse laws.

  • 27% rewrittenRisks Relating to our Financing Arrangements

    Under our cross-currency swap agreements, a meaningful decline in the U.S. dollar to certain exchange rates could have a material adverse effect on our cash flows

    Updated to apply cross-currency swap agreement risks to certain exchange rates generally rather than specifically to the euro.

    Was: Under our cross-currency swap agreements, a meaningful decline in the U.S. dollar to euro exchange rate could have a material adverse effect on our cash flows

  • 24% rewrittenRisks Relating to Ownership of our Common Stock

    We may issue additional shares of our common stock or instruments convertible into our common stock, which could cause the price of our common stock to decline

    Updated share and equity award figures as of December 31, 2025, showing 44.2 million common shares outstanding.

All 35 risk factors

Headings as the filing states them, in filing order.

Risks Relating to our Business and Operations

  1. 01We face strong competition. Our failure to successfully develop and market new products could adversely affect our business
  2. 02Our customers depend on third party coverage and reimbursements, and the failure of healthcare programs to provide sufficient coverage and reimbursement for our medical products could adversely affect us55% rewritten
  3. 03could harm our business by discouraging customers’ selection of, and reducing the prices they are willing to pay for, our productsNew
  4. 04We are subject to extensive government regulation, which may require us to incur significant expenses to ensure compliance. Our failure to comply with those regulations could have a material adverse effect on our business, results of operations, financial condition and cash flows
  5. 05We are subject to healthcare fraud and abuse laws, regulation and enforcement; our failure to comply with those laws could have a material adverse effect on our results of operations and financial condition31% rewritten
  6. 06$150,000 per year (and up to an aggregate of $1 million per year for “knowing failures”), as adjusted annually for inflationNew
  7. 07We may not be successful in achieving expected operating efficiencies and sustaining or improving operating expense reductions, and may experience business disruptions associated with restructuring, facility consolidations, realignment, cost reduction and other strategic initiatives
  8. 08The strategic transformation that we are currently implementing may not have the intended results and may be harmful to our businessNew
  9. 09Disruptions in sterilization of our products or regulatory initiatives further restricting the use of ethylene oxide in sterilization facilities could adversely affect our results of operations and financial condition
  10. 10A significant portion of our U.S. revenues is derived from sales to distributors, and “destocking” activity by these distributors can adversely affect our revenues and results of operations
  11. 11Volatility in domestic and global financial markets, including inflation, interest rate fluctuations, and global supply chain disruptions, could adversely impact our results of operations, financial condition and liquidity
  12. 12Our strategic initiatives, including acquisitions, may not produce the intended growth in revenue and operating income, which could have a material adverse effect on our operating results
  13. 13Our results of operations and financial condition may be adversely affected by public health epidemics or pandemics, as occurred with respect to the recent COVID-19 epidemic and pandemic
  14. 14Health care reform may have a material adverse effect on our industry and our business
  15. 15We are subject to risks associated with our non-U.S. operations
  16. 16Future material impairments to the value of our goodwill or other intangible assets would negatively affect our operating results58% rewritten
  17. 17Foreign currency exchange rate, commodity price and interest rate fluctuations may adversely affect our results
  18. 18Fluctuations in our effective tax rate and changes to tax laws may adversely affect us
  19. 19An interruption in our manufacturing or distribution operations or our supply of raw materials may adversely affect our business
  20. 20Our ability to attract, train, develop and retain key employees is important to our success
  21. 21We could be adversely affected by our ongoing CEO transitionNew
  22. 22Our failure to maintain strong relationships with physicians and other health care professionals could adversely affect us
  23. 23Our technology is important to our success, and our failure to protect our intellectual property rights could put us at a competitive disadvantage
  24. 24Our products or processes may infringe the intellectual property rights of others, which may cause us to pay unexpected litigation costs or damages or prevent us from selling our products
  25. 25Other pending and future litigation may involve significant costs and adversely affect our business
  26. 26Disruption of critical information systems or material breaches in the security of our systems may adversely affect our business and customer relationships
  27. 27Our operations expose us to the risk of material environmental and health and safety liabilities
  28. 28The effects of climate change or legal, regulatory or market measures intended to address climate change could adversely affect our business, results of operations, financial condition and cash flows
  29. 29Our workforce covered by collective bargaining and similar agreements could cause interruptions in our provision of products and services

Risks Relating to our Financing Arrangements

  1. 30As of December 31, 2025, we had total consolidated indebtedness of $2.7 billion
  2. 31Our debt agreements impose restrictions on our business, which could prevent us from pursuing business opportunities and taking other desirable corporate actions, and may adversely affect our ability to respond to changes in our business and manage our operations
  3. 32Under our cross-currency swap agreements, a meaningful decline in the U.S. dollar to certain exchange rates could have a material adverse effect on our cash flows27% rewritten

Risks Relating to Ownership of our Common Stock

  1. 33We may issue additional shares of our common stock or instruments convertible into our common stock, which could cause the price of our common stock to decline24% rewritten
  2. 34We may not pay dividends on our common stock in the future
  3. 35Certain provisions of our corporate governing documents, Delaware law and our Senior Notes could discourage, delay, or prevent a merger or acquisition

Other Teleflex 10-Ks

  • FY2024 10-K risk factors
    33 risks

    Teleflex faces significant strategic execution risks regarding the proposed separation of its Urology, Acute Care, and OEM businesses. The company carries $1.7 billion in total consolidated indebtedness with restrictive debt covenants. Operations rely heavily on single manufacturing locations, key distributor channels, and ethylene oxide sterilization.

    Filed Feb 28, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.