Good morning, ladies and gentlemen, and welcome to the Teleflex Incorporated Year End 2025 Earnings Conference Call. At this time, all participants are in a listen-only mode. Please note that this conference call is being recorded and will be available on the company's website for replay shortly. The press release and slides to accompany this call are available on our website at teleflex.com. In addition, we have provided supplemental non-GAAP income statement information for continuing operations for 2025, which can be found on our Investor Relations website. Those wishing to access the replay can refer to our press release from this morning for details. I will now turn the call over to Lawrence Keusch, Vice President of Investor Relations and Strategy Development.

Good morning, everyone, and welcome to the Teleflex Incorporated Year End 2025 Earnings Conference Call. Participating on today's call are Stuart Randall, Interim President and Chief Executive Officer, and John R. Deren, Executive Vice President and Chief Financial Officer. Stu and John will provide prepared remarks, and then we will open the call to Q&A. Before we begin, I would like to remind you that some of the matters discussed in the conference call will contain forward-looking statements regarding future events as outlined in the slides posted to the Investor Relations section of the Teleflex website. We wish to caution you that such statements are, in fact, forward-looking in nature and are subject to risks and uncertainties factors referenced in our press release today, including our Form 10-K, as well as our filings with the SEC, which can be accessed on our website. Actual events or results may differ materially. I will now turn the call over to Stu for his remarks. Stu?

As a reminder, the board made its decision to transition the Chief Executive Officer position following the announced sale of our acute care interventional urology and OEM businesses, and as Teleflex enters its next phase as a more focused, higher growth organization. We remain grateful for Liam J. Kelly’s impactful leadership and the significant contributions he made during his tenure. The board is actively conducting a CEO search with the support of Spencer Stuart, a leading executive search firm who is evaluating external candidates. While we are moving with urgency, we are taking a disciplined and thorough approach to ensure we identify the right leader with the experience and capabilities to guide Teleflex in the future, and ensuring continuity across the organization. At the same time, it is critical that we maintain momentum across our strategic priorities during this transition period. As interim CEO, my immediate focus is on execution. In January, I stepped into the role of interim CEO, and I bring more than three decades of experience in the medical device and health care industry. By way of background, I have had the privilege of serving on Teleflex’s board since 2009, working closely with our leadership team to keep the business moving forward aligned with our strategic objectives. With that context, let me expand on the key elements of our strategy. In December, we signed definitive agreements to sell the acute care, interventional urology, and OEM businesses to two separate buyers. The strategic divestitures will result in total cash proceeds of $2.03 billion with net after-tax proceeds of approximately $1.8 billion. As an update, we are working through the regulatory and other conditions to closing and continue to expect the sales to close in 2026. To be clear, our value creation strategy is unchanged. And we intend to…

Thanks, Stu, and good morning. All results that I speak to will be on a continuing operations basis for 2025. Due to the reclassification to discontinued operations, historic continuing operations reflect the impact of stranded costs in all periods presented. Given Stu's previous discussion of revenue, I will begin with margins. For 2025, adjusted gross margin was 63.7%. A 200 basis point decrease year over year was primarily due to the adverse impact of tariffs, the addition of the vascular intervention acquisition, which has a slightly lower gross margin than the corporate average, higher operating expenses associated with the acquisition of the vascular intervention business, and a negative impact of foreign exchange rates. Adjusted net interest expense totaled $93.6 million for 2025 as compared to $77.4 million in the prior year. The year-over-year increase is primarily due to the borrowings used to finance the vascular intervention acquisition, and to a lesser extent, increased logistics and distribution costs and foreign exchange. Full year adjusted operating margin was 22.7%. For 2025, our adjusted tax rate was 12.6% compared to 13.4% in the prior year. The year-over-year decrease is primarily due to the beneficial tax provisions included in the recently passed One Big Beautiful Bill Act, including the ability to deduct U.S.-based R&D expenses. At the bottom line, 2025 adjusted earnings per share was $6.98, representing an 8.7% increase year over year. The increase is primarily due to higher revenue and adjusted operating income, including the impact of the vascular intervention acquisition, a lower tax rate and share count, partially offset by negative impact of interest expense and foreign exchange. At the end of the fourth quarter, our cash, cash equivalents and restricted cash equivalents balance was $402.7 million as compared to $285.3 million as of year end 2024. As we have indicated,…

Thanks, John. In closing, I will highlight our three key takeaways from the fourth quarter. First, Teleflex is in the midst of a transformation that optimizes our portfolio, creates a more focused medical technologies leader, and positions our company for meaningful value creation opportunities going forward. It is energizing to see how focused and committed our team has been to delivering for customers, patients, and shareholders. Second, RemainCo delivered strong pro forma adjusted constant currency growth of 4.7% year over year in 2025. This growth performance over 2025, which reflects the period in which we have owned the vascular intervention business, and our 2026 pro forma constant currency growth guidance of 4.5% to 5.5% are in line with our mid-single-digit growth profile and represent a strong reflection of the stable growth potential of our go-forward business. We continue to expect our two strategic divestitures to close in 2026. And we remain committed to using the estimated $1.8 billion in after-tax proceeds from the transactions to return significant capital to shareholders through a $1.0 billion share repurchase program while also reducing debt to enhance our financial flexibility and support future growth and value creation. Third, the closing of the transactions will also enable us to recognize TS and MS fees, which are expected to be at least $90 million and fully offset the stranded costs on an annualized basis. We are also actively engaged to reduce our costs with today's announced restructuring that is targeting approximately $50 million in savings. With the more streamlined portfolio and clear strategic priorities, we will be well positioned to drive durable performance and long-term value for shareholders. We expect our financial performance to improve through 2026 and more fully reap the benefits of our efforts in 2027 and beyond with meaningful increases in adjusted earnings per share. That concludes my prepared remarks. Now I would like to turn the call back to the operator for Q&A.

Thank you. We will now open for questions. We ask that you limit yourself to one question and one follow-up. If you would like to ask additional questions, we invite you to add yourself to the queue again by pressing star one. Please ensure your mute function is turned off to allow your signal to reach our equipment. Our first question today comes from the line of Michael Stephen Matson with Needham & Company. Michael, please go ahead.

Yeah. Thanks. So just in terms of the use of proceeds from the divestitures, you have the $1,000,000,000 share repurchase authorization, and I think I heard you guys saying that you are planning to fully utilize that. Maybe you could just comment on what $1,800,000,000 is going to look like between share repurchases and debt repayment. And then just in terms of the restructuring savings, the $48,000,000 to $52,000,000 I believe the press release said. Was any of that baked into the $6.25 to $6.55 EPS guidance range?

Well, yeah. If you got me started already. So it is $1,000,000,000 for the share repurchase. And that other $800,000,000, we are committed to paying down debt. So the deferred draw revolver we put in place for the Biotronik acquisition is about $700,000,000, and then we will put the other $100,000,000 towards our revolver. On your restructuring question, the current restructuring has some savings in 2026 that are already baked into the guidance. And there is some nuance. We also announced another restructuring in Q4 for the Biotronik acquisition, and that is going to go towards additional post-2026. So we also have line of sight on $50,000,000 post 2026 between the two restructurings.

Great. Thanks for the questions, Mike. And our next question comes from the line of Jayson Tyler Bedford with Raymond James. Jayson, please go ahead.

Good morning, and thank you for all the detail here. I appreciate there are a lot of moving parts, and I wanted to ask about the pro forma 4.7% growth in the second half. Do you have either a first half number or a full-year number, just trying to think apples to apples here? And then just on Surgical, you mentioned double-digit growth in most franchises. What is driving the double-digit growth, and how much of the VBP impact is left for 2026?

Jayson, I think we think the 4.7% is the most representative of the growth profile where we own Biotronik. I think this is an opportunity for you to model off that 4.7% along with our guidance.

For the full year, we will not be getting into organic growth. We have put everything into the pro forma number for strength really across the portfolio. One standout has been our instrument portfolio, which is seeing strength now for many quarters. We have a refreshed instrument line there. And keep in mind, this instrument portfolio is really aimed at ear, nose, and throat procedures. Of course, ligation continues to be a good driver of growth, with the exception of China where the VBP has been hitting. So that is kind of the key drivers within Surgical.

Yeah. And I would say too as we get into 2026, we have an automatic appliers that can show some nice growth, and there is some real opportunity for that growth in EMEA. Great.

Thank you for the questions, Jayson. And our next question comes from the line of Bradley Bowers with Mizuho. Bradley, please go ahead.

So first one on cost. We are getting the full sales profile. Just wanted to hear where we are in the pro forma cost profile, if there are any stranded costs to speak to?

So first on costs, you are getting the full sales profile. On the pro forma cost profile, there are items you cannot directly attribute to the disposition but nonetheless you need to run the whole company. So that is some of the overhead burden that exists, and the accounting unfortunately does not allow you to allocate it; it makes you keep it in continuing operations. And as we said, there is $90,000,000 worth of stranded costs sitting in our P&L. We are still managing that business, and while it sits in discontinued ops, we still have the opportunity to use those cash flows. And as we have disclosed and discussed, we are looking for opportunities to fully mitigate that—in the beginning with the TSA and MSA arrangements, and then finally, through restructuring programs. It is our intention to go after that entire $90,000,000.

And I would just add that as you look at the 2025 adjusted income statement that we have provided, that also is inclusive of the stranded costs for the continuing operations. So that is already in there as well.

And our next question comes from the line of Shagun Singh with RBC Capital Markets. Shagun, please go ahead.

Thank you so much. So, you know, obviously, 2026 is a transition year, but can you give us a look into what the company might look like in 2027 and beyond? Maybe touch on strategic priorities, how we should think about sales growth, margin profile, and where the company could go beyond that. And then my second question is just on the CEO search. Who is the right leader for this role, and what qualities or experience are you looking at? Thank you.

I will start with your first question and think about the mid-single-digit growth. If you start and think about 2027 with our ability to take out the stranded costs, our ability to pay down a significant amount of debt, and then buy back shares, with your own math, I think you will find a really nice underlying op margin. And then with the share buyback, you should find yourself coming up with a significant uplift in the EPS. I do not have guidance for 2027, but I will let you do that math.

On the CEO search, as we have previously reported, we are working with Spencer Stuart on the search. We are really focused on people who have demonstrated experience operating a mid-size, high-growth organization on a global basis, really focused on high-acuity hospital settings.

Alright. Thank you for the question, Shagun. And our next question comes from the line of Ravi Misra with Tru Securities. Ravi, please go ahead.

Hi. Great. Thanks for taking the call. So this is a couple of questions. Given the recent rulings on tariffs, help us think about maybe what gets this back to that mid-20s and above range. Thank you. Help us think about maybe how quickly the pace of that could come in, and this kind of cost reduction program that you have implemented and the mitigation that is coming in the following year. We are kind of in the low-20s. Is the new base that we should be thinking about?

Yeah. I think operating leverage—so if you start and you take out these stranded costs, you back in the mitigation for the stranded costs, you will have to decide how you model that. As for tariffs, our plan does contemplate tariffs that were expected last week before the Supreme Court's decision. And now there is certainly some significant uncertainty whether the additional tariffs will come in 10% tariff or 15% tariff or wherever it may land. We did consider that we have additional tariffs of about $18,000,000 this year on top of a lot of what is in our plan is already sitting on our balance sheet. I think with all the uncertainty, we have left our plan where it is at before the Supreme Court decision. So there is likely some upside. But again, I cannot tell you that for sure. Of course, the savings get much less if you are in the 10% to 15% realm, and then the question becomes is this 150 days the end of it? Is the administration going to find another opportunity to push tariffs? Despite anybody's guess right now, many think it is going to be very, very difficult to get a refund from the federal government. When we pay tariffs, they get capitalized in inventory. So that would happen and will come to find its way into the P&L. You are typically looking at at least two quarters before you start seeing some relief. We will continue to update everyone as we know more as the days progress.

And our next question comes from the line of Matthew O'Brien with Piper Sandler. Matthew, please go ahead.

Just to be more direct on this, John, you do not want to talk about 2027 too much. But as I do the math on the stranded cost, the potential benefits from the debt pay down and then the share repurchase as well for this year—and I know it is all pro forma and you are not doing it all this year—but I am getting more like $9.5, almost $10 in earnings this year. Is that a fair way to think about what the pro forma 2026 number could look like? Then I do have a follow-up. Thanks.

Yeah. I do not want to confirm your model. I think there is some opportunity in there too, and the reality is we are also going to have some of the restructuring benefits happening at the same time. So there is the restructuring, there is the covering the TSA, MSA costs. If you are modeling 2027, I assume you should be able to come up with some leverage if you are thinking mid-single-digit growth. So you have that opportunity, and I cannot speak for how you are coming up with your shares. That is going to be a debate on share price to be sure, but I would think you would find yourself closer in that $10 or more range is what I would think. And I would say you have significant interest savings you should be modeling for 2027.

And I would just again reiterate that we absolutely intend to deploy the proceeds from the transactions—$1.0 billion for the share repurchase and the remaining $800 million is debt paydown.

And our next question comes from the line of Larry Biegelsen with Wells Fargo. Larry, please go ahead.

Hey, guys. Can you hear me?

We are having trouble hearing you, Larry. We will move to the next question and circle back.

Our next question comes from the line of Michael K. Polark with Wolfe Research. Michael, please go ahead.

Hi. Good morning. I did not hear a ton about Biotronik integration. Can we just get an update on how that is going? Salesforce? Retention, cross selling U.S. versus Europe, what have been the highlights so far? Any challenges that have popped up? As a follow-up, I want to ask about R&D as a general concept—8% as a portion of revenue for RemainCo. Can you just remind us, is that step up versus historical Teleflex entirely explained by Biotronik and some of the pipeline there? Or does RemainCo expect to increase investment in Surgical, existing Interventional, and Vascular? For probably, what, two years. But once those go away, do you have enough kind of juice in the bag, I guess, to continue to expand margins once the TSAs go away in a couple years?

You know, I think it is going well. The Salesforce integration is taking place. The bags have been combined for the Salesforce, and we think there is some significant opportunity for revenue synergies moving forward. We have been able to retain, so no big regrettable losses from our standpoint. If you go back to Q4, we did announce a restructuring related to the VI acquisition. That has kicked off well. We expect very much back half of the year and a little bit into the first half of Q1. It is going well. On R&D, yes, Biotronik came with a higher amount of R&D. We were, as total Teleflex, about 5%. Now, with the discontinued business, we are about 5%. In addition to what Biotronik was spending, we have made some decisions to put in additional R&D resources for the Interventional space, and then second to that would be in the Vascular space, we have increased our R&D as well. Surgical, I would say, to a lesser extent. There are much bigger investment opportunities in the Interventional and Vascular spaces. When the TSAs go away, there is going to be a little bit of overlap here with some of the restructurings and while we are getting TSA revenue. In fact, it may give us a little bit of a headwind as we get into later years because we will have a little bit of both happening at the same time. But our goal is to completely mitigate and offset those stranded costs. Keep in mind, the op margin profile with the growth profile should also contribute to some significant leverage over time to continue to move up that op margin on its own. We will continue to look at cost-saving initiatives. As an organization, we have been very lean on the OpEx side, and we will continue to be looking for those opportunities. That is kind of our long-term thinking, if you will. Again, we do not have a long-range plan in place yet, but I think that is the real opportunity.

And I would say these organizations are fully integrated and are working together. Putting good marketing plans in place. So I feel really good about the integration of the sales forces and the opportunities that lie in front of them. This is Stu. I would just add I was at our Asia and North America sales training meetings the last couple weeks.

Alright. Thank you for the question, Michael. And our next question comes from the line of Travis Steed with BofA Securities. Travis, please go ahead.

Hey, everybody. I guess looking ahead a little bit, obviously the TSAs are going to offset a lot of the onetime stuff. It sounds like you probably have an ability to continue to grow earnings and get EPS leverage going forward. Can you talk about 2027 plus and beyond?

To be sure. Once you kind of cover those costs, your real opportunities are that P&L leverage as you continue to grow—you keep a big base of that OpEx the same, and you end up with a much better op margin. And that is kind of our long-term thinking. And I think some of that opportunity for leverage exists in 2026 as well and 2027. It is not just resetting the base in 2027.

Great. Thanks for the questions, Travis. And we have a follow-up question from Larry Biegelsen. Larry, please go ahead.

Alright. Thanks. Sorry about that, dropped a couple times. Hopefully, I do not think this was asked yet. Just on revenue for 2026, you grew 4.7% in 2025. The guidance calls for similar growth in 2026. So what is giving you the confidence to start the year there, given that you guys have had some missteps recently, and you do not have a permanent CEO? Thank you for taking the questions, guys. That is my first question. Maybe just a second, John. Just any phasing considerations for 2026 for revenue and margins.

Sure. And Larry can spend some time with you later on some of the cadence, but there will be a step up over the four quarters from the beginning of the year, with the recent integration and the new combining of the bag. There is also some step up as you move through the year for that sales synergy to take place. And again, the VBP impacts in 2025 were more pronounced in the second half because of the comps, so the comps get a little easier in the second half. We will still have some VBP impacts in 2026, likely in our Surgical business. But we think the lion's share of VBP is behind us now.

Great. Thank you for those follow-ups, Larry. And that is all the questions we have today. So I will now turn the call back over to Lawrence Keusch for closing remarks. Lawrence?

Thank you, and thank you to everyone that joined us on the call today.

You may now disconnect your lines. Thanks, everyone.

This concludes the Teleflex Incorporated Year End 2025 Earnings Conference Call.