---
ticker: TFX
company: TFX
filing_type: 10-K
year_current: 2026
year_prior: 2025
risks_added: 2
risks_removed: 2
risks_modified: 2
risks_unchanged: 30
source: SEC EDGAR
url: https://riskdiff.com/tfx/2026-vs-2025/
markdown_url: https://riskdiff.com/tfx/2026-vs-2025/index.md
generated: 2026-06-01
---

# TFX: 10-K Risk Factor Changes 2026 vs 2025

> Source: U.S. Securities and Exchange Commission (EDGAR)  
> Generated: 2026-06-01  
> All data extracted directly from official filings. No hallucinated content.

## Summary

| Status | Count |
|--------|-------|
| New risks added | 2 |
| Risks removed | 2 |
| Risks modified | 2 |
| Unchanged | 30 |

---

## New in Current Filing: The strategic transformation that we are currently implementing may not have the intended results and may be harmful to our business.

In February 2025, we announced our intention to undertake a strategic transformation of the organization. In accordance with this strategy, on December 9, 2025, with the simultaneous execution of definitive agreements to sell our Acute Care and Interventional Urology businesses to Intersurgical® Ltd and the OEM business to Montagu and Kohlberg (collectively referred to as the "Strategic Divestitures"). The combined transaction total of Strategic Divestitures is $2.0 billion in cash, consisting of expected proceeds of approximately $1.5 billion for our OEM business and $530 million for our Acute Care and Interventional Urology businesses. Both transactions, which were approved by our Board of Directors, remain subject to certain closing adjustments, customary regulatory approvals and other closing conditions and are expected to be completed in the second half of 2026. However, we can make no assurance that the announced transactions will be consummated on the timeframe contemplated or at all. We will face significant challenges in connection with first consummating, and then managing our business following the Strategic Divestitures. These challenges include, without limitation, obtaining the regulatory approvals necessary for, and satisfying the closing conditions to, the transactions, and the diversion of management's attention from ongoing business concerns to completing the transactions. Then, both in the period before the transactions are consummated and thereafter, when we are operating a modified business, we may face 17 17 17 challenges in attracting, retaining and motivating key management and other employees; retaining existing, or attracting new, business and operational relationships, including with customers, distributors, suppliers, employees and other counterparties; maintaining our relationships with regulators; and potential negative reactions from the financial markets. Moreover, we have incurred, and will continue to incur, significant expenses in connection with the Strategic Divestitures. These expenses may be higher than currently anticipated or may not yield a discernible benefit if either or both of the Strategic Divestitures is not completed on schedule or at all. In addition, the anticipated benefits of the Strategic Divestitures and our post-transaction business focus are based on a number of assumptions, some of which may prove incorrect, and we cannot predict with certainty when the expected benefits will occur, or the extent to which they will be achieved. For instance, in the first quarter of 2026 we committed to a multi-year restructuring plan intended to eliminate stranded costs and improve our long‑term cost structure. However, even if both of the Strategic Divestitures are completed, we may not achieve some or all of the anticipated strategic, financial, operational or other benefits in the expected timeframe, or at all, which could adversely impact our business, results of operations or financial condition. Further, our enhanced reliance in the wake of the disposition of the Acute Care, Interventional Urology and OEM businesses on a smaller suite of existing products and on future products may pose risks to our growth, and following the transactions, we will be a less diversified company than we are today, with a more limited business. If the financial contribution from remaining legacy products and other products that we may acquire or develop in the future fails to replace lost contribution from the Acute Care, Interventional Urology and OEM businesses, or otherwise fail to meet expectations, our business, cash flows and results of operations could be adversely affected. We may be more vulnerable to changing market conditions, which could have a material adverse effect on our business, financial condition and results of operations. In addition, our diversification of revenues, costs and cash flows will diminish, such that our results of operations, cash flows, working capital, effective tax rate and financing requirements may be subject to increased volatility, and our ability to fund capital expenditures and investments, pay dividends and meet debt obligations and other liabilities may be diminished. In addition, we may experience difficulty accessing, or reduced access to, the capital markets or increased cost of borrowings, including as a result of a credit rating downgrade. Further, until the market has fully analyzed the value of our newly focused company, the price of our common stock may experience volatility, and our common stock may not match some holders' investment strategies or meet the minimum criteria for inclusion in stock market indices or portfolios, which could cause certain investors to sell their shares, which could in turn lead to declines in the trading price of such stock.

---

## New in Current Filing: We could be adversely affected by our ongoing CEO transition.

On January 8, 2026, we announced that Stuart Randle, a member of our board of directors, has been appointed Interim President and Chief Executive Officer, succeeding our prior Chairman, President and CEO, and that Dr. Stephen Klasko, at that time our Lead Director, has been named Chairman of the Board. We also announced that the board has engaged a leading executive search firm to assist in a comprehensive search process to identify a permanent CEO. There are a number of risks associated with a CEO transition, any of which may harm us. The market for such positions is competitive, and qualified individuals are in high demand. If we are unable to identify a strong candidate for the position, or if our replacement CEO, interim or permanent, is unsuccessful at leading our company or is unable to articulate and execute our strategy and vision, it could have a material adverse effect on our business, financial condition, results of operations and cash flows. With the change in leadership, there is a risk to retention of other members of our senior management team, as well as to continuity of business initiatives, plans, and strategies through the transition period and if we are unable to execute an orderly transition, our business may be adversely affected.

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## No Match in Current: 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.

*This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.*

We recently announced the proposed separation of Urology, Acute Care and OEM businesses. We may encounter challenges to executing the proposed separation of our Urology, Acute Care and OEM businesses on the terms and within the timeframe we announced, or at all. The separation will be subject to the satisfaction of a number of customary conditions, including, but not limited to, the final approval from the Company's Board of Directors, the filing and effectiveness of a registration statement on Form 10, the receipt of a favorable Internal Revenue Service ruling and tax opinion the Company's tax advisor with respect to the tax-free nature of the separation, the satisfactory completion of financing arrangements and the receipt of any necessary regulatory approvals. The failure to satisfy any of the required conditions could delay the completion of the proposed separation for a significant period of time or prevent it from occurring at all. Additionally, it is complex in nature, and unanticipated developments or changes, including disruptions in general market conditions, changes in law or challenges in executing the separation of the two businesses, may affect our ability to complete the separation on the terms or on the timeline we announced, or at all. The terms and conditions of the required regulatory authorizations and consents that are granted, if any, may also impose requirements, limitations or costs, or place restrictions on the conduct of the independent companies or impact our ability to complete the separation on the terms or timeline we announced, or at all. Although we intend for the proposed separation to be tax-free to the Company's stockholders for U.S. federal income tax purposes, there can be no assurance that the proposed separation will qualify for such treatment. The IRS ruling and opinion described above will be each based upon various factual representations and assumptions, as well as certain undertakings made by the Company and the new independent company. If any of these factual representations or assumptions are, or become, untrue or incomplete in any material respect, an undertaking is not complied with, or the facts upon which the ruling and opinion are based are materially different from the actual facts relating to the separation, reliance on the ruling and opinion may be jeopardized. If the separation was ultimately determined to be taxable for U.S. federal income tax purposes, we would incur a significant tax liability, while the distribution of shares of the new independent company to the Company's stockholders would become taxable to them for U.S. federal income tax purposes and the new independent company could incur income tax liabilities as well. In addition, even if the separation is tax-free for U.S. federal income tax purposes, the Company and the new independent company may incur state, local, non-U.S. and/or non-income taxes in connection with the separation, including as a result of the incorporation of the OECD's Pillar Two global minimum tax framework into local country tax laws, which taxes may be significant.

---

## No Match in Current: 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.

*This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.*

Our businesses will face material challenges in connection with the proposed separation. These challenges include, without limitation, the diversion of management's attention from ongoing business concerns; appropriately allocating assets and liabilities among the companies to be separated in the proposed separation, particularly given 26 26 26 the complex nature of the separation; attracting, retaining and motivating key management and other employees; retaining existing, or attracting new, business and operational relationships, including with customers, distributors, suppliers, employees and other counterparties; maintaining our relationships with regulators; assigning customer contracts and intellectual property to each of the businesses; and potential negative reactions from the financial markets. We have begun and will continue to incur significant expenses in connection with the proposed separation. These expenses may be higher than currently anticipated or may not yield a discernible benefit if the proposed separation is not completed on schedule or at all. In addition, the anticipated benefits of the proposed separation are based on a number of assumptions, some of which may prove incorrect, and we cannot predict with certainty when the expected benefits will occur, or the extent to which they will be achieved. As a result, even if the proposed separation is completed, it may not achieve some or all of the anticipated strategic, financial, operational or other benefits in the expected timeframe, or at all, which could adversely impact our business, results of operations or financial condition. Further, even if the proposed separation is completed, we cannot assure you that each separate company will be successful. Completion of the separation will result in independent public companies that are smaller, less diversified companies, with more limited businesses concentrated in their respective verticals than Teleflex is today. As a result, each company will be more vulnerable to changing market conditions, which could have a material adverse effect on its business, financial condition and results of operations. In addition, the diversification of revenues, costs and cash flows will diminish, such that each company's results of operations, cash flows, working capital, effective tax rate and financing requirements may be subject to increased volatility, and each company's ability to fund capital expenditures and investments, pay dividends and meet debt obligations and other liabilities may be diminished. In addition, we may experience difficulty accessing, or reduced access to, the capital markets or increased cost of borrowings, including as a result of a credit rating downgrade. Each company will also incur one-time and ongoing costs, including costs of operating as independent companies, that the separated businesses will no longer be able to share. In addition, until the market has fully analyzed the values of the separate companies, the price of our common stock and common stock of the new company may experience volatility. Our common stock or the common stock of the new company may not match some holders' investment strategies or meet the minimum criteria for inclusion in stock market indices or portfolios, which could cause certain investors to sell their shares, which could in turn lead to declines in the trading price of such stock. As a result of any of the foregoing or other risks, the combined value of the common stock of the two publicly traded companies may be less than what the value of our common stock would have been absent the separation.

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## Modified: 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.

**Key changes:**

- Reworded sentence: "dollar to certain exchange rates."
- Reworded sentence: "dollar to certain exchange rates has declined from the rate in effect on the execution date, we are required to pay the counterparties an amount equal to the excess of the U.S."
- Reworded sentence: "dollar to certain exchange rates, our payment obligations to the counterparties could have a material adverse effect on our cash flows."
- Reworded sentence: "dollar to Euro or to Swiss Franc exchange rates have declined by 10% from the rate in effect at the inception of our agreements, we would be required to pay approximately $100 million or $60 million, respectively, to the counterparties in respect of the notional settlement."

**Prior (2025):**

We have entered into cross-currency swap agreements with several financial institutions to hedge against the effect of variability in the U.S. dollar to euro exchange rate. The swap agreements require an exchange of the notional amounts between us and the counterparties upon expiration or earlier termination of the agreements. If, at the expiration or earlier termination of the swap agreements, the U.S. dollar to euro exchange rate has declined from the rate in effect on the execution date, we are required to pay the counterparties an amount equal to the excess of the U.S. dollar value over the euro principal amount (we and the counterparties have agreed to a net settlement with regard to the exchange of the notional amounts at the date of expiration or earlier termination of the agreements). In the event of a significant decline in the U.S. dollar to euro exchange rate, our payment obligations to the counterparties could have a material adverse effect on our cash flows. In this regard, if, at the expiration or earlier termination of our swap agreements, the U.S. dollar to euro exchange rate has declined by 10% from the rate in effect at the inception of our agreements, we would be required to pay approximately $75 million to the counterparties in respect of the notional settlement. To the extent we enter into additional cross-currency swap agreements, a decline in the relevant exchange rates could further adversely affect our cash flows.

**Current (2026):**

We have entered into cross-currency swap agreements with several financial institutions to hedge against the effect of variability in the U.S. dollar to certain exchange rates. The swap agreements require an exchange of the notional amounts between us and the counterparties upon expiration or earlier termination of the agreements. If, at the expiration or earlier termination of the swap agreements, the U.S. dollar to certain exchange rates has declined from the rate in effect on the execution date, we are required to pay the counterparties an amount equal to the excess of the U.S. dollar value over the principal amount (we and the counterparties have agreed to a net settlement with regard to the exchange of the notional amounts at the date of expiration or earlier termination of the agreements). In the event of a significant decline in the U.S. dollar to certain exchange rates, our payment obligations to the counterparties could have a material adverse effect on our cash flows. In this regard, if, at the expiration or earlier termination of our swap agreements, the U.S. dollar to Euro or to Swiss Franc exchange rates have declined by 10% from the rate in effect at the inception of our agreements, we would be required to pay approximately $100 million or $60 million, respectively, to the counterparties in respect of the notional settlement. To the extent we enter into additional cross-currency swap agreements, a decline in the relevant exchange rates could further adversely affect our cash flows.

---

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

**Key changes:**

- Removed sentence: "22 22 22 As described more fully in Item 7 and Note 8 to the consolidated financial statements of this Annual Report on Form 10-K, in connection with preparing the financial statements for the year ended December 31, 2024, we determined that the carrying value of the IU reporting unit exceeded its fair value, and we therefore recognized an impairment charge of $240 million in the goodwill impairment line in the Consolidated Statements of Income."
- Removed sentence: "The charge was primarily driven by the recognition of intensifying competition in the industry and sustained revenue short-falls due to persistent end-market challenges."
- Removed sentence: "We anticipate this combination of price and volume challenges is likely to continue to impact future growth rates of the IU reporting unit."
- Removed sentence: "Continued adverse changes to macroeconomic conditions or our earnings forecasts would lead to additional goodwill impairment charges and such charges would negatively affect our results of operations."

**Prior (2025):**

Goodwill and intangible assets represent a significant portion of our assets. Goodwill is the excess of cost, or carrying value, over the fair market value of net assets acquired in business combinations. We test annually during the fourth quarter for any goodwill impairment, and also test in periods where changes in circumstances indicate that the carrying value of our goodwill assets may not be recoverable. Impairment charges could result from adverse changes to our earnings forecasts, our strategic goals, or broader macroeconomic conditions. If, due to such adverse changes, we are required to write down all or a significant part of our goodwill, our operating results would be negatively affected. 22 22 22 As described more fully in Item 7 and Note 8 to the consolidated financial statements of this Annual Report on Form 10-K, in connection with preparing the financial statements for the year ended December 31, 2024, we determined that the carrying value of the IU reporting unit exceeded its fair value, and we therefore recognized an impairment charge of $240 million in the goodwill impairment line in the Consolidated Statements of Income. The charge was primarily driven by the recognition of intensifying competition in the industry and sustained revenue short-falls due to persistent end-market challenges. We anticipate this combination of price and volume challenges is likely to continue to impact future growth rates of the IU reporting unit. Continued adverse changes to macroeconomic conditions or our earnings forecasts would lead to additional goodwill impairment charges and such charges would negatively affect our results of operations.

**Current (2026):**

Goodwill and intangible assets represent a significant portion of our assets. Goodwill is the excess of cost, or carrying value, over the fair market value of net assets acquired in business combinations. We test annually during the fourth quarter for any goodwill impairment, and also test in periods where changes in circumstances indicate that the carrying value of our goodwill assets may not be recoverable. Impairment charges could result from adverse changes to our earnings forecasts, our strategic goals, or broader macroeconomic conditions. If, due to such adverse changes, we are required to write down all or a significant part of our goodwill, our operating results would be negatively affected.

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*Data sourced from SEC EDGAR. Last updated 2026-06-01.*