TDY

• Teledyne Technologies and Varex Imaging announced a definitive merger agreement on August 10, 2026, for Teledyne to acquire all outstanding Varex shares at $18.90 per share in cash.
• The transaction was unanimously approved by both companies' boards and is expected to close in early 2027, subject to regulatory approvals and Varex stockholder approval.
• Varex will file a proxy statement with the SEC for a special stockholder meeting to adopt the merger agreement.
• Evercore is Varex's financial advisor; Orrick, Herrington & Sutcliffe LLP is Varex's legal counsel; Latham & Watkins LLP and McGuireWoods LLP are Teledyne's legal counsel.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• GAAP diluted EPS was $5.37, up from $4.43 in Q2 2025; non-GAAP diluted EPS was $6.28, up 20.8%.
• Cash from operations was $315.2 million and free cash flow was $284.7 million in Q2 2026.
• Full-year 2026 GAAP EPS outlook raised to $20.73–$20.99; non-GAAP EPS outlook raised to $24.45–$24.65.
• Digital Imaging segment sales rose 12.7% to $868.7 million, with operating income up 42.3%.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Starting in 2026, Blackwood is eligible for stock option grants with a fair value equal to 95% of base salary, and Cibik is eligible for grants equal to 90% of base salary.
• At the April 22, 2026 annual meeting, shareholders approved the Amended and Restated 2014 Incentive Award Plan, which adds 4,000,000 shares, extends the plan term to 2036, eliminates performance-based cash bonuses, and raises the non-employee director compensation limit to $1,000,000 per director.
• Shareholders also approved an amendment to the Restated Certificate of Incorporation allowing stockholders holding at least 25% of voting power to call special meetings, with related Bylaw Amendments effective upon approval.
• Directors Michelle A. Kumbier and Robert A. Malone were elected as Class III directors, and shareholders ratified Deloitte & Touche LLP as independent auditor and approved the advisory say-on-pay resolution.

• GAAP diluted EPS was $4.85, up from $3.99; non-GAAP diluted EPS was $5.80, up 17.2% from $4.95.
• Operating margin was 18.9% (GAAP) and 22.6% (non-GAAP), compared with 17.9% and 22.0% a year ago.
• Cash from operations was $234.0 million and free cash flow was $204.3 million in Q1 2026.
• Full-year 2026 GAAP EPS outlook raised to $20.08-$20.44 and non-GAAP EPS to $23.85-$24.15; Q2 2026 GAAP EPS guided at $4.75-$4.90.
• Acquired DD-Scientific; made a $450 million debt maturity payment after quarter-end.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The amendment removes the Secured Overnight Financing Rate (SOFR) adjustment feature and all references to it in the credit agreement.
• The SOFR adjustment being eliminated was 0.10% (ten basis points).
• The credit agreement was originally dated June 10, 2024, with Bank of America, N.A. as administrative agent.
• The full text of the amendment is filed as Exhibit 10.1 to the Form 8-K.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• Q4 2025 GAAP diluted EPS was $5.84; non-GAAP diluted EPS was $6.30, up 14.1% year-over-year.
• Full year 2025 net sales were $6,115.4 million, up 7.9%; GAAP diluted EPS was $18.88, non-GAAP diluted EPS was $21.99.
• Company issues FY2026 GAAP EPS outlook of $19.76-$20.22 and non-GAAP EPS outlook of $23.45-$23.85.
• Q4 2025 cash from operations was $379.0 million; free cash flow was $339.2 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Director Kenneth C. Dahlberg will retire at the end of his term, expiring at the 2026 Annual Meeting of Stockholders planned for April 22, 2026.
• The committee approved 2025 AIP cash bonuses, including $1,611,100 for Executive Chairman Robert Mehrabian and $922,100 for CEO George C. Bobb III.
• Performance Plan awards for 2023-2025 were paid at 50.9% of target, with Mehrabian receiving $895,840 and Bobb $158,808.
• A one-time $3.3 million retention restricted stock unit grant was approved for Dr. Mehrabian under his December 16, 2025 employment agreement.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Denise R. Singleton informed Teledyne's Board on December 30, 2025 of her decision to retire as a director, effective January 1, 2026, citing potential meeting conflicts.
• The change was disclosed in an 8-K filed January 2, 2026 under Item 5.02.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements