CONMED Corp

8-K · form8k-36002_cnmd.htm iXBRL

0000816956

 2026-06-03
 2026-06-03

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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

  

 Washington, D.C. 20549

  

 FORM 8-K

  

 CURRENT REPORT

  

 PURSUANT TO SECTION 13 OR 15 (d) OF THE

 SECURITIES EXCHANGE ACT OF 1934

  

 Date of Report (Date of earliest event reported): June
3, 2026

  

 CONMED CORPORATION

 (Exact name of registrant as specified in its charter)

  

 Delaware
  
 001-39218
  
 16-0977505

 (State or other jurisdiction of

incorporation or organization)
  
 (Commission File Number)
  
 (I.R.S. Employer

Identification No.)

  

 11311 Concept Blvd

 Largo , FL
  
 33773

 (Address of principal executive offices)
  
 (Zip code)

  

 (727) 392-6464

 (Registrant's telephone number, including area code)

  

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following provisions (See General Instruction A.2 below):

  

 ☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities registered pursuant to Rule 12(b) of the
Act

  

 Title of each class
  
 Trading Symbol
  
 Name of each exchange on which registered

 Common Stock, $0.01 par value
  
 CNMD
  
 NYSE

  

 Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).

 Emerging growth company ☐

  

 If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐

  

  

  

  

 Item 1.01
 Entry into a Material Definitive Agreement.

  

 On June 3, 2026, CONMED Corporation,
a Delaware corporation (“ CONMED ”), entered into separate, privately negotiated purchase agreements (the “ Purchase
Agreements ”) with certain holders of its 2.25% Convertible Senior Notes due 2027 (the “ Notes ”). Under the
terms of the Purchase Agreements, the Company agreed to purchase approximately $645.2 million aggregate principal amount of Notes
from the holders thereof for approximately $637.2 million in cash. These purchase transactions are expected to close on June 15,
2026, subject to the satisfaction of customary closing conditions.

  

 The foregoing description of the Purchase
Agreements is qualified in its entirety by reference to the form of Purchase Agreement, a copy of which is attached as Exhibit 10.1 hereto.

  

 Item 9.01
 Financial Statements and Exhibits.

  

 (d) Exhibits

  

 The following exhibits are included
herewith:

  

 Exhibit

Number
 Description

 10.1
 Form of Purchase Agreement

 104
 Cover Page Interactive Data File (embedded within the Inline XBRL document)

  

  

  

 Signature

  

 Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

  
 CONMED CORPORATION

  
 (Registrant)

  
  

  
  

  
 By:
 /s/ Patrick J. Beyer

  
 Name:
 Patrick J. Beyer

  
 Title:
 President and Chief Executive Officer and Interim

  
 Principal Financial Officer

  

 Date: June 4, 2026