Adjusted EBITDA and Adjusted Proforma EBITDA do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

Adjusted EBITDA and Adjusted Proforma EBITDA do not reflect changes in, or cash requirements for, our working capital needs;

Adjusted EBITDA and Adjusted Proforma EBITDA do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our debt;

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA and Adjusted Proforma EBITDA do not reflect any cash requirements for such replacements; and

other companies in our industry may calculate Adjusted EBITDA and Adjusted Proforma EBITDA differently than we do, limiting its usefulness as a comparative measure.

Net (loss) income

(Loss) income from discontinued operations, net of tax

Income (loss) from continuing operations

(Benefit) taxes on income (loss) from continuing operations

Interest expense

Depreciation and amortization

Restructuring, restructuring-related charges and asset impairments^(a)

Non-cash stock based compensation

Pension termination settlement charge^(b)

Acquisition costs and adjustments^(c)

Foreign currency (gains) losses

Other non-recurring items

Adjusted EBITDA

Proforma EBITDA adjustment for Biotronik VI acquisition^(d)

Proforma EBITDA adjustment for OEM Transition Services^(e)

Proforma EBITDA adjustment for Acute Care/IU Transition Services^(e)

Total Adjusted Proforma EBITDA

Includes employee termination benefits, facility closure and other exit costs, contract termination costs and other costs including accelerated depreciation, project management and other regulatory costs directly related to the restructuring plans, as well as asset impairments and acquisition integration costs.

These adjustments represent charges associated with the planned termination of the Teleflex incorporated retirement income plan, a frozen United States defined benefit pension plan, and related direct incremental expenses including certain charges stemming from the liquidation of surplus plan assets.

Includes third party costs related to acquisitions, expense/benefit resulting from the revaluation of acquisition-related contingent consideration obligations and the amortization of the step-up in the carrying value of acquired inventory to estimated fair value at the acquisition date.

Adjustment gives effect to our acquisition of the Biotronik VI business as if it had occurred on the first day of the respective financial periods for which the adjustment was made. The pro forma information is presented for informational purposes only and is not necessarily indicative of the historical results that would have occurred under our ownership and management, nor the results that may be obtained in the future. For further information on the Biotronik VI acquisition see Note 4 to our annual consolidated financial statements.

These adjustments give effect to transition services agreements and other arrangements related to the previously announced strategic divestitures (the “Strategic Divestitures”) as if they had commenced on the first day of each of the periods presented. The transition services agreements and other arrangements provide the framework under which certain commercial, manufacturing and administrative activities will be provided between the parties in connection with the transition of the businesses to the respective buyers following the closing date of the transactions. The estimates were calculated at a point in time based on the most recent available information. Although the material terms of these agreements have been substantially determined, they remain subject to finalization and execution. We expect to execute these agreements at the close of each transaction. These estimates were calculated at a point in time and are shown in all periods presented for comparative purposes. The estimates may not be indicative of the actual amounts that would have been recognized in each of the periods presented. For quarterly periods, the adjustments reflect annual estimates divided by four.

Net loss

(Loss) Income from discontinued operations, net of tax

Loss from continuing operations

Tax benefit from continuing operations

Interest expense

Depreciation and amortization

Restructuring, restructuring-related charges and asset impairments^(a)

Non-cash stock based compensation

Acquisition costs and adjustments^(b)

Separation costs ^(c)

Foreign currency (gains) losses

Other non-recurring items

Adjusted EBITDA

Proforma EBITDA adjustment for Biotronik VI acquisition^(d)

Total Adjusted Proforma EBITDA

Includes employee termination benefits, facility closure and other exit costs, contract termination costs and other costs including accelerated depreciation, project management and other regulatory costs directly related to the restructuring plans, as well as asset impairments and acquisition integration costs.

Includes third party costs related to acquisitions, expense/benefit resulting from the revaluation of acquisition-related contingent consideration obligations and the amortization of the step-up in the carrying value of acquired inventory to estimated fair value at the acquisition date.

These are expenses related to the Strategic Divestitures, including activities to prepare the businesses for divestiture and maintain continuity through the separation process.

Adjustment gives effect to our acquisition of the Biotronik VI business as if it had occurred on the first day of the respective financial periods for which the adjustment was made. The pro forma information is presented for informational purposes only and is not necessarily indicative of the historical results that would have occurred under our ownership and management, nor the results that may be obtained in the future. For further information on the Biotronik VI acquisition see Note 4 to our annual consolidated financial statements.

Net cash provided by operating activities from continuing operations

Less: Capital expenditures

Free Cash Flow

on an actual basis;

on an adjusted basis after giving effect to the notes offering and our credit facilities refinancing (the “Financing Transactions”); and

on an as further adjusted for the Strategic Divestitures and the use of proceeds therefrom.

Cash and cash equivalents⁽¹⁾

Current borrowings:

Securitization Facility

Current portion of Term Loan Facility due 2027

Current portion of Term Loan Facility due 2031

Total current borrowings

Long-term borrowings:

Revolving Credit Facility due 2027⁽²⁾

Revolving Credit Facility due 2031⁽²⁾⁽³⁾

Term Loan A due 2027⁽²⁾

Term Loan A-1 due 2031⁽²⁾

Delayed Draw Term Loan A due 2027⁽²⁾.

Term Loan A-2 due 2028^(2).

4.625% Senior Notes due 2027⁽²⁾

4.25% Senior Notes due 2028⁽²⁾.

% Senior Notes due January 2032 offered hereby.

Total long-term borrowings⁽⁴⁾

Total indebtedness

Total shareholders’ equity⁽²⁾⁽⁵⁾

Total capitalization⁽⁵⁾

As adjusted and as further adjusted presented with adjustments to reflect the payment of certain fees and expenses in connection with the consummation of the Financing Transactions, including $6.8 million of fees and expenses in connection with entering into the Credit Agreement.

On May 15, 2026, we borrowed $100.0 million under our prior revolving credit facility due 2027 (the “Prior Revolving Credit Facility”). Following this borrowing, we had $506.0 million in borrowings outstanding under our Prior Revolving Credit Facility. On May 26, 2026, in connection with our credit facilities refinancing, we borrowed an additional $100.3 million under our Credit Agreement. We intend to use the proceeds from each of these borrowings to fund share repurchases under our previously announced $1.0 billion share repurchase program (the “Share Repurchase Transactions”). We can give no assurances that we will repurchase the full $1.0 billion amount under the share repurchase program. In connection with the Financing Transactions, all outstanding borrowings and loans under the prior credit agreement were repaid in full, including balances under our Prior Revolving Credit Facility, our Term Loan A due 2027 and our Delayed Draw Term Loan A due 2027, and we entered into the Credit Agreement, borrowing $550.0 million under our Revolving Credit Facility (inclusive of the May 26, 2026, borrowings noted above), borrowing $500.0 million under the Term Loan A-1 facility due 2031 and $700.0 million under the new Term Loan A-2 facility due 2028. The current portion of the Term Loan A-1 borrowing is $9.4 million based on the repayment schedule per our Credit Agreement. As further adjusted reflects the use of $700.0 million of the net proceeds from the Strategic Divestitures to pay down the Term Loan A-2 facility due 2028, and $300.0 million to pay down borrowings under the Revolving Credit Facility. We can give no assurances that the Strategic Divestitures will be consummated, that the Strategic Divestitures will be consummated on the timeframe contemplated; that the amount of proceeds realized upon the Strategic Divestitures will be in the amounts contemplated; or that the use of proceeds of the Strategic Divestitures will be as disclosed herein.

As of March 31, 2026, on an as adjusted basis after giving effect to the Financing Transactions, we would have had additional borrowing capacity under our Revolving Credit Facility, after taking into account the limitations under the covenants thereunder, of $444.9 million, or as further adjusted to give effect to the Strategic Divestitures and the use of proceeds therefrom, of $744.9 million.

Actual, as adjusted, and as further adjusted presented as principal amount outstanding, excluding unamortized debt issuance costs. We expect to amortize certain debt issuance costs incurred in connection with the Financing Transactions, which are not reflected in the presentation of as adjusted and as further adjusted figures above.

As adjusted reflects a reduction of shareholders’ equity of $200.0 million as a result of the Share Repurchase Transactions. As further adjusted total shareholders’ equity and total capitalization reflect a further reduction in shareholders’ equity and total capitalization related to the Strategic Divestitures and the planned use of a portion of the net proceeds thereof for $800.0 million of share repurchases under the previously announced $1.0 billion share repurchase program. As further adjusted total shareholders’ equity and total capitalization does not reflect the anticipated gain that we expect to recognize as an increase in total shareholders’ equity upon completion of the OEM component of the Strategic Divestitures. We can give no assurances that the Strategic Divestitures will be consummated on the timeframe contemplated; that the amount of proceeds realized upon the Strategic Divestitures will be in the amounts contemplated; or that the use of proceeds of the Strategic Divestitures will be as disclosed herein.